<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-040004
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20000901
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>800 JR CIGAR INC
<CIK>0001035507
<ASSIGNED-SIC>5190
<IRS-NUMBER>522022117
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-59143
<FILM-NUMBER>716105
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>301 ROUTE 10 EAST
<CITY>WHIPPANY
<STATE>NJ
<ZIP>07981
<PHONE>2018849555
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>301 ROUTE 10 EAST
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<STATE>NJ
<ZIP>07981
</MAIL-ADDRESS>
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</COMPANY-DATA>
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</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>301 ROUTE 10 EAST
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<STATE>NJ
<ZIP>07981
<PHONE>2018849555
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<MAIL-ADDRESS>
<STREET1>301 ROUTE 10 EAST
<CITY>WHIPPANY
<STATE>NJ
<ZIP>07981
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>a2024900zsc14d9a.txt
<DESCRIPTION>SC14D9/A
<TEXT>


<PAGE>


      ====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                 SCHEDULE 14D-9
                                 (Rule 14D-101)

          Solicitation/Recommendation Statement Under Section 14(d)(4)
                     of the Securities Exchange Act of 1934

                                (Amendment No. 1)

                               -------------------

                               800-JR CIGAR, INC.
                            (Name of Subject Company)

                               800-JR CIGAR, INC.
                      (Name of Person(s) Filing Statement)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    282491109
                      (CUSIP Number of Class of Securities)

                               -------------------

                  Michael E. Colleton, Chief Financial Officer
                               800-JR CIGAR, INC.
                                301 Route 10 East
                           Whippany, New Jersey 07981
                                 (973) 884-9555
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
           Communications on Behalf of the Person(s) Filing Statement)

                                 With copies to:

                             Morton A. Pierce, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019
                                 (212) 259-8000

/ /      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

      ====================================================================

<PAGE>



         This Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 originally filed on August 29, 2000, by 800-JR Cigar, Inc., a
Delaware corporation (the "Company"), relating to the tender offer by L&LR, Inc.
(the "Parent"), a Delaware corporation, through its wholly owned subsidiary, JRC
Acquisition Corp. (the "Purchaser"), a Delaware corporation, disclosed in a
Tender Offer Statement on Schedule TO (as amended or supplemented from time to
time), dated August 29, 2000, to purchase all outstanding Shares not already
owned by Lewis I. Rothman and LaVonda M. Rothman (collectively, the "Rothmans")
and the Lewis Irving Rothman 1998 Trust #1 u/a/d November 10, 1998, at a price
of $13.00 per share (the "Offer Price"), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 29, 2000 (as amended or supplemented from time
to time, the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with the Offer to Purchase, as each may be amended or
supplemented from time to time, collectively constitute the "Offer").

ITEM 8. ADDITIONAL INFORMATION.

Item 8 is hereby amended and supplemented by adding the following information:

CERTAIN LEGAL PROCEEDINGS. Aaron Parnes and Furtherfield Partners, L.P., each
a purported shareholder of the Company, separately instituted actions
relating to the Offer in the Court of Chancery of the State of Delaware,
County of New Castle on August 28 and 29, 2000, respectively. The complaints
name as defendants the Company, the Rothmans and the other directors of the
Company, John Oliva, Sr., Jane Vargas, Maureen Colleton, John F. Barry, Jr.,
and Bernard Rosenblum (collectively, the "Other Individual Defendants"). The
Rothmans and Jane Vargas are officers of the Company. Each complaint states
that the action is a class action on behalf of the Company's shareholders,
other than the Rothmans and the Other Individual Defendants (the "Class").
The complaints allege, among other things, that the Rothmans, with the
acquiescence of the Other Individual Defendants, have breached their
fiduciary duties as controlling shareholders of the Company by engaging in a
self-dealing transaction to the detriment of the respective plaintiffs and
the other members of the Class. The plaintiffs further allege that the Offer
Price to be paid pursuant to the Offer is unfair and inadequate. The suits
seek injunctive relief, rescission of any consummated transactions, damages
and attorney's fees.

         In addition, on August 29, 2000, Kevin Beswick, also a purported
shareholder of the Company, instituted an action in the Court of Chancery of
the State of Delaware, County of New Castle against the Parent, the
Purchaser, the Rothmans (collectively, the "Rothman Defendants"), the Company
and the Other Individual Defendants. The complaint states that the action is
a class action on behalf of the Class and alleges, among other things, that
the Rothman Defendants, with the acquiescence of the Other Individual
Defendants, breached their fiduciary obligations to the Class by engaging in
self-dealing and by not acting in good faith. The suit seeks injunctive
relief, rescission of any consummated transactions, damages and attorney's
fees.

         The Company believes that each of the three complaints is without merit
and intends to defend the lawsuits vigorously. The above description of the
lawsuits is qualified in its entirety by


<PAGE>

the complaints, copies of which have been filed as Exhibits (a)(5)(i)-(iii), and
incorporated herein by reference.

ITEM 9. EXHIBITS.

Item 9 is hereby amended and supplemented by the addition of the following
exhibit hereto:

(a)(5)(i)    Complaint filed in action entitled AARON PARNES V. THE ROTHMANS,
             THE OTHER INDIVIDUAL DEFENDANTS AND THE COMPANY (Court of
             Chancery of New Castle County, Delaware, Civil
             Action No. 18262NC).

(a)(5)(ii)   Complaint filed in action entitled FURTHERFIELD PARTNERS, L.P. V.
             THE COMPANY, THE ROTHMANS AND THE OTHER INDIVIDUAL DEFENDANTS
             (Court of Chancery of New Castle County, Delaware, Civil
             Action No. 18263NC).

(a)(5)(iii)  Complaint filed in action entitled KEVIN BESWICK V. THE ROTHMAN
             DEFENDANTS, THE OTHER INDIVIDUAL DEFENDANTS AND THE COMPANY
             (Court of Chancery of New Castle County, Delaware, Civil Action
             No. 18264NC).










                                       2
<PAGE>





                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: September 1, 2000

                                          800-JR CIGAR, INC.


                                          By: /s/ Michael E. Colleton
                                             ---------------------------------
                                             Name:  Michael E. Colleton
                                             Title: Chief Financial Officer



                                       3
<PAGE>




                                  EXHIBIT INDEX

(a)(5)(i)    Complaint filed in action entitled AARON PARNES V. THE ROTHMANS,
             THE OTHER INDIVIDUAL DEFENDANTS AND THE COMPANY (Court of Chancery
             of New Castle County, Delaware, Civil Action No. 18262NC).

(a)(5)(ii)   Complaint filed in action entitled FURTHERFIELD PARTNERS, L.P. V.
             THE COMPANY, THE ROTHMANS AND THE OTHER INDIVIDUAL DEFENDANTS
             (Court of Chancery of New Castle County, Delaware, Civil Action
             No. 18263NC).

(a)(5)(iii)  Complaint filed in action entitled KEVIN BESWICK V. THE ROTHMAN
             DEFENDANTS, THE OTHER INDIVIDUAL DEFENDANTS AND THE COMPANY (Court
             of Chancery of New Castle County, Delaware, Civil Action
             No. 18264NC).




                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(I)
<SEQUENCE>2
<FILENAME>a2024900zex-99_a5i.txt
<DESCRIPTION>EXHIBIT 99(A)(5)(I)
<TEXT>

<PAGE>

                                                             EXHIBIT 99(a)(5)(1)


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

-------------------------------------------------x
                                                 :
AARON PARNES,                                    :
                                                 :
                                    Plaintiff,   :
                                                 :
                  - against -                    :
                                                 :
LEW ROTHMAN, LAVONDA M. ROTHMAN, BERNIE          :
ROSENBLUM, MAUREEN COLLETON, JOHN OLIVIA,        :
JANE VARGAS, JOHN F. BARRY, JR., and             :
800-JR CIGAR, INC.,                              :
                                                 :
                                    Defendants,  :
                                                 :
                                                 :
-------------------------------------------------x

                             CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, Rosenthal, Monhait, Gross & Goddess, P.A., for
his complaint against defendants, alleges upon information and belief, except
for paragraph 1 hereof, which is alleged upon knowledge, as follows:

     1. Plaintiff has been the owner of shares of the common stock of 800-JR
Cigar, Inc. ("JR Cigar" or the "Company") since prior to the transaction herein
complained of and continuously to date.

     2. JR Cigar is a corporation duly organized and existing under the laws of
the State of Delaware. The Company is one of the world's leading marketers and
distributors of premium cigars.

     3. Defendant Lew Rothman is Chairman, President and Chief Executive Officer
of the Company.


<PAGE>

     4. Defendant LaVonda Rothman is Lew Rothman's wife and an Executive Vice
President and Director of the Company. Lew Rothman and LaVonda Rothman are
referred to as the "Rothmans." The Rothmans, together with their affiliates, own
or control approximately 78.4% of the Company's outstanding common stock.

     5. Defendant Jane Vargas is a Vice President and Director of the Company.

     6. Defendants Bernie Rosenblum, Maureen Colleton, John Oliva and John F.
Barry, Jr., are Directors of the Company.

     7. The individual defendants owe the public shareholders of JR Cigar the
highest fiduciary duties of good faith, fair dealing, due care, loyalty, and
full and candid disclosure.

                            CLASS ACTION ALLEGATIONS

     8. Plaintiff brings this action on his own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
security holders of the Company (except the defendants herein and any person,
firm, trust, corporation, or other entity related to or affiliated with any of
the defendants) and their successors in interest, who are or will be threatened
with injury arising from defendants' actions as more fully described herein.

     9. This action is properly maintainable as a class action.

                                      - 2-

<PAGE>

     10. The class is so numerous that joinder of all members is impracticable.
There are approximately 12,755,000 shares of JR Cigar common stock outstanding,
of which approximately 21.6% are owned by hundreds of holders other than the
Rothmans and their affiliates.

     11. There are questions of law and fact which are common to the class
including, inter alia, the following: (a) whether defendants have breached their
fiduciary and other common law duties owed by them to plaintiff and the members
of the class; (b) whether defendants are pursuing a scheme and course of
business designed to eliminate the public securities holders of JR Cigar in
violation of the laws of the State of Delaware in order to enrich the Rothmans
at the expense and to the detriment of the plaintiff and the other public
stockholders who are members of the class; and (c) whether the class is entitled
to injunctive relief as a result of defendants' wrongful conduct.

     12. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of the
plaintiff are typical of the claims of other members of the class and plaintiff
has the same interests as the other members of the class. Accordingly, plaintiff
will fairly and adequately represent the class.

     13. Defendants have acted in a manner which affects plaintiff and all
members of the class alike, thereby making

                                     - 3 -

<PAGE>

appropriate injunctive relief and/or corresponding declaratory relief with
respect to the class as a whole.

     14. The prosecution of separate actions by individual members of the Class
would create a risk of inconsistent or varying adjudications with respect to
individual members of the Class, which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would, as a practical matter, be dispositive of the interests of
other members or substantially impair or impede their ability to protect their
interests.

                             SUBSTANTIVE ALLEGATIONS

     15. On August 28, 2000, Jr. Cigar announced that it had agreed to a
proposal from the Rothmans for the acquisition by JRC Acquisition Corp., an
entity controlled by the Rothmans, of all of the shares of common stock of the
Company not held by the Rothmans and their affiliates for $13.00 per share.

     16. The proposed transaction was purportedly recommended by a special
committee of purportedly independent directors. However, given the Rothman's
domination and control over the Board, any such special committee is incapable
of protecting the interests of the minority shareholders.

     17. The price of $13.00 per share to be paid to the class members is unfair
and inadequate consideration because, among other things: (a) the intrinsic
value of the stock of JR

                                     - 4 -

<PAGE>

Cigar is materially in excess of $13.00 per share, giving due consideration to
the prospects of growth and profitability of JR Cigar in light of its business,
earnings and earnings power, present and future; (b) the $13.00 per share price
offers an inadequate premium over market to the public stockholders of JR Cigar;
and (c) the $13.00 per share price is not the result of arm's length
negotiations but was fixed arbitrarily by the Rothmans to "cap" the market price
of JR Cigar stock, as part of a plan for the Rothmans to obtain complete
ownership of JR Cigar's assets and business at the lowest possible price.

     18. The proposed transaction will, for inadequate consideration, deny
plaintiff and the other members of the class their right to share
proportionately in the future success of JR Cigar and its valuable assets, while
permitting the Rothmans to reap significant benefits from the transaction.

     19. By reason of the foregoing acts, practices and course of conduct, the
Rothmans have breached and will breach their duty as controlling stockholders of
JR Cigar by engaging in overreaching in attempting to carry out a self-dealing
transaction at the expense of the minority shareholders. The other individual
defendants have violated their fiduciary duties to JR Cigar's minority
stockholders by acquiescing in the Rothmans' plan.

                                      - 5 -

<PAGE>



     20. Plaintiff and the other members of the class have no adequate remedy at
law.

     WHEREFORE, plaintiff demands judgment against defendants, jointly and
severally, as follows:

          (1)  declaring this action to be a class action and certifying
               plaintiff as class representative;

          (2)  enjoining, preliminarily and permanently, the transaction
               complained of;

          (3)  to the extent, if any, that the transaction or transactions
               complained of are consummated prior to the entry of this Court's
               final judgment, rescinding such transaction or transactions, or
               granting, inter alia, rescissory damages to the Class;

          (4)  directing that defendants pay to plaintiff and the other members
               of the class all damages caused to them and account for all
               profits and any special benefits obtained as a result of their
               unlawful conduct;

                                      - 6-


<PAGE>

          (5)  awarding plaintiff the costs and disbursements of this action,
               including a reasonable allowance for the fees and expenses of
               plaintiff's attorneys and experts, and

          (6)  granting plaintiff such other and further relief as may be just
               and proper.

                                    ROSENTHAL, MONHAIT, GROSS
                                      & GODDESS, P.A.



                                     By: /s/ (Illegible)
                                        ----------------------------------------
                                            P.O. Box 1070
                                            919 N. Market Street
                                            Suite 1401
                                            Mellon Bank Center
                                            Wilmington, Delaware  19801
                                            (302) 656-4433

                                            Attorneys for Plaintiff

OF COUNSEL:

BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 40th Street
New York, NY  10016
(212) 779-1414

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(II)
<SEQUENCE>3
<FILENAME>a2024900zex-99_a5ii.txt
<DESCRIPTION>EXHIBIT 99(A)(5)(II)
<TEXT>

<PAGE>

                                                             EXHIBIT 99(a)(5)(2)


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY


--------------------------------------------------------x
FURTHERFIELD PARTNERS, L.P.,                            :
                                                        :
                                            Plaintiff,  :
                                                        :
         - against -                                    : CLASS ACTION COMPLAINT
                                                        :
800-JR CIGAR, INC., LEWIS I. ROTHMAN,                   :
LaVONDA M. ROTHMAN, BERNIE                              :
ROSENBLUM, MAUREEN COLLETON, JOHN                       :
OLIVA, JANE VARGAS, and JOHN T.                         :
BARRY, JR.,                                             :
                                                        :
                                            Defendants. :
                                                        :
--------------------------------------------------------x

     Plaintiff alleges on information and belief, except as to paragraph 1 which
is alleged on knowledge, as follows:

                                     PARTIES

     1. Plaintiff is the owner of 4000 shares of the common stock of 800-JR
Cigar, Inc. ("JR Cigar" or the "Company").

     2. JR Cigar is a corporation duly organized under the laws of the State of
Delaware with its principal executive offices located in Whippany, New Jersey.
JR Cigar is one of the largest distributors and retailers of tobacco and tobacco
related products in North America.

     3. Defendants Lewis I. Rothman, LaVonda Rothman, Bernie Rosenblum, Maureen
Colleton, John Oliva, Jane Vargas, John T. Barry, Jr. (the "Individual
Defendants") are all members of JR Cigar's Board of Directors. In addition,
defendant director Lewis I. Rothman is Chairman, President and Chief Executive
Officer of JR Cigar Corporation; and defendant

<PAGE>

director LaVonda M. Rothman is Executive Vice-President and Secretary of JR
Cigar. LaVonda Rothman is the wife of Lewis Rothman. Lewis and LaVonda Rothman
and the 1998 Rothman Trust (the "Rothman Trust") (owned and controlled by the
Rothmans), currently control in the aggregate 9.3 million or 78.4% of JR Cigar's
outstanding common stock.

     The Individual Defendants as directors of JR Cigar owe the highest
fiduciary obligations of good faith, loyalty, and fair dealing to the minority
shareholders of JR Cigar.

                            CLASS ACTION ALLEGATIONS

     5. Plaintiff brings this case in its own behalf and as a class action,
pursuant to Chancery Court Rule 23, on behalf of the minority holders of JR
Cigar common stock (except defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of the
defendants) who are threatened with injury arising from defendants' actions as
is described more fully below.

     6. This action is properly maintainable as a class action. The Class is so
numerous that joinder of all members is impracticable. The Company has
approximately 11.86 million a common shares outstanding, of which approximately
9.3 million are owned by the Rothmans and the Rothman Trust. The remainder is
owned by hundreds of record and beneficial shareholders.

     7. There are questions of law and fact common to the Class including, INTER
ALIA, whether:

          a.   defendants have used their equity and managerial domination and
               control to force out the minority shareholders of JR Cigar;

          b.   defendants have breached and will continue to breach their
               fiduciary and other common law duties owed by them to plaintiff
               and the members of

                                        2

<PAGE>

               the Class; and

          c.   plaintiff and the other members of the Class would be irreparably
               damaged by the wrongs complained of herein.

     8. The claims of plaintiff are typical of the claims of the other members
of the Class in that all members of the Class will be harmed alike by
defendants' actions.

     9. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Accordingly,
plaintiff is an adequate representative of the Class.

     10. The prosecution of separate actions by individual members of the Class
would create the risk of inconsistent or varying adjudications with respect to
individual members of the Class which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would as a practical matter be dispositive of the interests of
the other members not parties to the adjudications or substantially impair or
impede their ability to protect their interests.

     11. The defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is appropriate.

                             SUBSTANTIVE ALLEGATIONS

     12. JR Cigar is the largest retailer and distributor of premium cigars in
the United States with a long successful operating history. The Company enjoys
strong relationships with tobacco manufacturers as well as with its customers.
As a result of these relationships, it has a unique franchise which it has
leveraged to create a steady stream of sales and an increasingly

                                        3

<PAGE>

attractive cash flow. Indeed its cash flow has generated large resources of
working capital ($47.7 million as of June 30, 2000) which is available for
reinvestment in its own and other promising businesses. JR Cigar's free cash
flow for the year 1999 exceeded $15 million.

     13. Recognizing the attractive cash generating performance of JR Cigar, the
Rothmans determined to usurp this growing opportunity for themselves, denying JR
Cigar's minority shareholders the opportunity to obtain fair value for their
equity interest by imposing a freeze-out transaction at less than ten times cash
flow.

     14. On August 28, 2000, JR Cigar announced that the Rothmans, through their
controlled entities, would acquire the stock in JR Cigar that they did not
already own for the inadequate price of $13 cash per share.

     15. The Rothmans controlled Board of Directors of JR Cigar and any
purported Special Committee charged with considering the fairness of the Rothman
offer to acquire JR Cigar have irreconcilable conflicts, as a result of the
Rothmans' domination and control of JR Cigar and the Board.

     16. The Individual Defendants have breached their fiduciary duties by
reasons of the acts and transactions complained of herein.

     17. Plaintiff and other members of the Class have been and will be damaged,
in that they have not and will not receive their fair proportion of the value of
JR Cigar's assets and businesses, will be divested from their right to share in
JR Cigar's future growth and development and have been and will be prevented
from obtaining a fair and adequate price for their shares of JR Cigar common
stock.

     18. The consideration to be paid to Class members in the proposed
freeze-out

                                        4

<PAGE>

transaction is unfair and inadequate because, INTER ALIA:

          a.   the intrinsic value of JR Cigar's common stock is in excess of
               the amount offered by the Rothmans, giving due consideration to
               the anticipated operating results, net asset value, cash flow,
               profitability and established markets for JR Cigar; and

          b.   the price offered is not the result of arms length negotiation.

     19. The terms of the proposed freeze-out transaction are unfair to the
Class, and the unfairness is compounded by the gross disparity between the
knowledge and information possessed by the Rothmans by virtue of their control
of JR Cigar, and that possessed by JR Cigar's public shareholders.

     20. Plaintiff and the Class have no adequate remedy of law.

     WHEREFORE, Plaintiff prays for judgment and relief as follows:

          a.   declaring that this lawsuit is properly maintainable as a class
               action and certifying Plaintiff as representative of the Class;

          b.   preliminarily and permanently enjoining defendants and their
               counsel, agents, employees, and all persons acting under, in
               concert with, or for them, from proceeding with or implementing
               the proposed transaction;

          c.   in the event the proposed transaction is consummated, rescinding
               it and setting it aside;

          d.   awarding compensatory damages against defendants, jointly and
               severally, in an amount to be determined at trial, together with

                                        5

<PAGE>




               prejudgment interest at the maximum rate allowable by law;

          e.   awarding Plaintiff its costs and disbursements and reasonable
               allowances for plaintiff's counsel and experts' fees and
               expenses; and

          f.   granting such other and further relief as may be just and proper.

                                    ROSENTHAL, MOHAIT, GROSS & GODDESS, P.A.


                                BY: /s/ (Illegible)
                                    ------------------------------------------
                                    Melon Bank Center, Suite 1401
                                    P.O. Box 1070
                                    Wilmington, Delaware  19899
                                    (302) 656-4433
                                    Attorneys for Plaintiff

OF COUNSEL:

Gregory E. Keller, Esq.
HARNES & KELLER, LLP
International Plaza
750 Lexington Ave
New York, NY 10022
(212) 754-2333

GARVIN, BRONZAFT, GERSTEIN & FISHER, L.L.P.
1501 Broadway, Suite 1416
New York, NY  10036
(212) 398-0055

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(III)
<SEQUENCE>4
<FILENAME>a2024900zex-99_a5iii.txt
<DESCRIPTION>EXHIBIT 99(A)(5)(III)
<TEXT>

<PAGE>

                                                             EXHIBIT 99(a)(5)(3)

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

--------------------------------------------------------x
KEVIN BESWICK,                                          :
                                                        :   C.A. NO.
                                    Plaintiff,          :
                                                        :
LEWIS I. ROTHMAN, LAVONDA ROTHMAN,                      :
BERNIE ROSENBLUM, MAUREEN                               :
COLLETON, JOHN OLIVA, JANE                              :
VARGAS, JOHN F. BARRY, JR.,                             :
JRC ACQUISITION CORP., L&LR,                            :
INC. and 800-JR CIGAR, INC.,                            :
                                                        :
                                    Defendants.         :
                                                        :
--------------------------------------------------------x

                                    COMPLAINT

     Plaintiff alleges upon information and belief, except as to paragraph 1
which is alleged upon personal knowledge, as follows:

                                   THE PARTIES

     1. Plaintiff is the owner of shares of the common stock of 800-JR Cigar,
Inc. ("JR Cigar" or the "Company") and has been the owner of such shares
continuously since prior to the wrongs complained of herein.

     2. JR Cigar is a corporation duly existing and organized under the laws of
the State of Delaware, with its principal offices located at 301 Route 10 East,
Whippany, New Jersey. The Company is a distributor and retailer of brand name
premium cigars.

     3. Lewis I. Rothman ("Lew Rothman") is President, Chief Executive Officer
and Chairman of the Board of JR Cigar.

     4. Defendant LeVonda Rothman ("LeVonda Rothman") is


<PAGE>

Executive Vice President, Secretary, and a director of JR Cigar.

     5. Defendant JRC Acquisition Corp is a wholly-owned subsidiary of L&LR,
Inc., which in turn is owned by Lewis Rothman, LeVonda Rothman and the Lewis I.
Rothman 1998 Trust #1 (collectively, the "Rothman Defendants").

     6. The Rothman Defendants, individually and through their ownership of
L&LR, Inc., beneficially own 78.4% of JR Cigar's outstanding common stock. As
the majority shareholders of JR Cigar, the Rothman Defendants owe fiduciary
duties of good faith, fair dealing, loyalty, candor, and due care to plaintiff
and the other members of the Class.

     7. Defendants Bernie Rosenblum, Maureen Coleton, John Oliva, Jane Vargas
and John F. Barry, Jr. are and at all times relevant hereto have been directors
of JR Cigar.

     8. The Individual Defendants are in a fiduciary relationship with plaintiff
and the other public stockholders of JR Cigar, and owe plaintiff and the other
members of the class the highest obligations of good faith, fair dealing, due
care, loyalty and full and candid disclosure.

                            CLASS ACTION ALLEGATIONS

     9. Plaintiff brings this action on his own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of himself
and holders of JR Cigar common stock (the "Class"). Excluded from the Class are
defendants herein and any person, firm, trust, corporation or other entity
related to or


<PAGE>

affiliated with any of the defendants.

     10. This action is properly maintainable as a class action.

     11. The Class is so numerous that joinder of all members is impracticable.
There are hundreds of Class members who own shares of JR Cigar stock.

     12. There are questions of law and fact which are common to the Class,
including the following:

          (a)  whether defendants have breached their fiduciary and other common
               law duties owed by them to plaintiff and the other members of the
               Class; and

          (b)  whether the Class is entitled to injunctive relief or damages as
               a result of defendants' wrongful conduct.

     13. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as the other members of the Class. Accordingly, plaintiff is
an adequate representative of the Class and will fairly and adequately protect
the interests of the Class.

     14. Defendants have acted on grounds generally applicable to the Class with
respect to the matters complained of herein, thereby making appropriate the
relief sought herein with respect to the Class as a whole.


<PAGE>

                             SUBSTANTIVE ALLEGATIONS

     15. On August 28, 2000, JR Cigar announced that it had signed a definitive
agreement whereunder JRC Acquisition Corp. will acquire the shares of JR Cigar
common stock that the Rothman Defendants do not already own for $13.00 per
share.

     16. The Rothman Defendants timed the announcement of the proposed buyout to
place an artificial lid on the market price of JR Cigar's stock so that the
market would not reflect JR Cigar's improving potential, thereby purporting to
justify an unreasonably low price.

     17. The Rothman Defendants have access to internal financial information
about JR Cigar, its true value, expected increase in value and the benefits of
100% ownership of JR Cigar to which plaintiff and the Class members are not
privy. The Rothman Defendants are using such inside information to benefit
themselves in this transaction, to the detriment of JR Cigar's public
stockholders.

     18. The Rothman Defendants have clear and material conflicts of interest
and are acting to better their own interests at the expense of JR Cigar's public
shareholders. The Rothman Defendants have voting control of the Company and
control its proxy machinery. They have selected and elected all of JR Cigar's
directors who are beholden to the Rothman Defendants for their offices and the
valuable perquisites which they enjoy therefrom.

     19. The Rothman Defendants, with the acquiescence of the

<PAGE>

other directors of JR Cigar, are engaging in self-dealing and not acting in good
faith toward plaintiff and the other members of the Class. By reason of the
foregoing, the Individual Defendants have breached and are breaching their
fiduciary duties to the members of the Class.

     20. Unless the proposed buyout is enjoined by the Court, defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.

     21. Plaintiff and the Class have no adequate remedy at law.

     WHEREFORE, plaintiff demands judgment against defendants as follows:

          1.   declaring this action to be a class action and certifying
               plaintiff as class representative;

          2.   enjoining, preliminarily and permanently, the transaction
               complained of;

          3.   to the extent, if any, that the transaction or transactions
               complained of are consummated prior to the entry of this Court's
               final judgment, rescinding such transaction or transactions, or
               granting, inter alia, rescissory damages to the Class;

          4.   directing that defendants pay to plaintiff and the other members
               of the class all damages caused to them and account for all
               profits and any special

<PAGE>

               benefits obtained as a result of their unlawful conduct;

          5.   awarding plaintiff the costs and disbursements of this action,
               including a reasonable allowance for the fees and expenses of
               plaintiff's attorneys and experts, and

          6.   granting plaintiff such other and further relief as may be just
               and proper.


                                            ROSENTHAL, MONHAIT, GROSS
                                                 & GODDESS, P.A.


                                       By:   /s/ (Illegible)
                                             ---------------------------------
                                             Suite 1401, Mellon Bank Center
                                             P.O. Box 1070
                                             Wilmington, DE 19899
                                             (302) 656-4433
                                             Attorneys for Plaintiff

Of Counsel:

SCHIFFRIN & BARROWAY, LLP
Marc A. Topaz
Patricia C. Weiser
Three Bala Plaza East
Suite 400
Bala Cynwyd, PA 19004
(610) 667-7706

CAULEY & GELLER, LLP
Paul J. Geller
One Boca Place
2266 Glades Road, Suite 421A
Boca Raton, FL 33431
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</SUBMISSION>
