
<PAGE>
                             LETTER OF TRANSMITTAL
 
                        TO TENDER SHARES OF COMMON STOCK
            (INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
                                       OF
                                   CALMAT CO.
                       PURSUANT TO THE OFFER TO PURCHASE
                            DATED NOVEMBER 20, 1998
                                       BY
                          ALB ACQUISITION CORPORATION
 
                           A WHOLLY-OWNED SUBSIDIARY
                                       OF
                            VULCAN MATERIALS COMPANY
 
           THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
       NEW YORK CITY TIME, ON FRIDAY, JANUARY 1, 1999, UNLESS THE OFFER IS
                                    EXTENDED.
 
                        THE DEPOSITARY FOR THE OFFER IS:
 
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S>                                        <C>
                BY MAIL:                                 BY OVERNIGHT DELIVERY:
 First Chicago Trust Company of New York        First Chicago Trust Company of New York
           Tenders & Exchanges                            Tenders & Exchanges
               Suite 4660                    c/o Securities Transfer and Reporting Services
              P.O. Box 2569                                       Inc.
       Jersey City, NJ 07303-2569                   One Exchange Plaza--Third Floor
                                                           New York, NY 10006
 
<CAPTION>
                BY MAIL:                                   BY HAND:
 First Chicago Trust Company of New York    First Chicago Trust Company of New York
           Tenders & Exchanges                        Tenders & Exchanges
               Suite 4660                                 Suite 4680
              P.O. Box 2569                        14 Wall Street, 8th Floor
       Jersey City, NJ 07303-2569                     New York, NY 10005
</TABLE>
 
    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
 
    THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
 
    This Letter of Transmittal is to be completed by stockholders either if
certificates for Shares (as defined in the Offer to Purchase dated November 20,
1998 (the "Offer to Purchase")) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if tenders of
Shares are to be made by book-entry transfer to an account maintained by First
Chicago Trust Company of New York (the "Depositary") at The Depository Trust
Company ("DTC") (the "Book-Entry Transfer Facility"), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase. Stockholders who tender Shares
by book-entry transfer are referred to herein as "Book-Entry Stockholders."
 
    Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase) or who cannot complete
the procedures for book-entry transfer on a timely basis, must tender their
Shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2.
 
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
 
NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE>
/ /  CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
    ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
    AND COMPLETE THE FOLLOWING:
 
    Name of Tendering Institution: _____________________________________________
    Account Number: _________________  Transaction Code Number: ________________
/ /  CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
    DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
    PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
 
    Name(s) of Registered Holder(s): ___________________________________________
    Window Ticket Number (if any): _____________________________________________
    Date of Execution of Notice of Guaranteed Delivery: ________________________
    Name of Institution which Guaranteed Delivery:
<TABLE>
<S>                                               <C>              <C>              <C>
                                  DESCRIPTION OF SHARES TENDERED
 
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
     (PLEASE FILL IN, IF BLANK, EXACTLY AS           SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
      NAME(S) APPEAR(S) ON CERTIFICATE(S))             (ATTACH ADDITIONAL LIST, IF NECESSARY)
<S>                                               <C>              <C>              <C>
                                                                   TOTAL NUMBER
                                                  SHARE            OF SHARES        NUMBER OF
                                                  CERTIFICATE      REPRESENTED BY   SHARES
                                                  NUMBER(S)*       CERTIFICATE(S)*  TENDERED**
                                                  Total Shares:
 * Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated it will be assumed that all Shares represented by Share Certificates
   delivered to the Depositary are being tendered. See Instruction 4.
</TABLE>
 
<PAGE>
Ladies and Gentlemen:
 
    The undersigned hereby tenders to ALB Acquisition Corporation (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Vulcan
Materials Company, a New Jersey corporation ("Parent"), the above described
shares of Common Stock, par value $1 per share (the "Shares"), of CalMat Co., a
Delaware corporation (the "Company"), and the associated common share purchase
rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
September 22, 1987, as amended as of October 26, 1992, July 22, 1997 and
November 14, 1998, between the Company and First Chicago Trust Company of New
York, as Rights Agent (as the same may be amended, the "Rights Agreement"),
pursuant to the Purchaser's offer to purchase all outstanding Shares at a price
of $31.00 (or any higher price Purchaser determines in its sole discretion to
pay in the Offer) per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together with the Offer to Purchase constitute the "Offer").
Unless the context otherwise requires, all references to Shares shall include
the associated Rights. The undersigned understands that the Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its direct or indirect subsidiaries or affiliates the right to
purchase all or any portion of the Shares tendered pursuant to the Offer.
 
    Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, the Purchaser all right, title and interest in and to
all of the Shares that are being tendered hereby and any and all dividends on
the Shares (including, without limitation, the issuance of additional Shares
pursuant to a stock dividend or stock split, the issuance of other securities,
the issuance of rights for the purchase of any securities, or any cash dividends
that are declared or paid by the Company on or after the date of the Offer to
Purchase and are payable or distributable to stockholders of record on a date
prior to the transfer into the name of the Purchaser or its nominees or
transferees on the Company's stock transfer records of the Shares purchased
pursuant to the Offer (collectively "Distributions")), and constitutes and
irrevocably appoints the Depositary the true and lawful agent, attorney-in-fact
and proxy of the undersigned to the full extent of the undersigned's rights with
respect to such Shares (and Distributions) with full power of substitution (such
power of attorney and proxy being deemed to be an irrevocable power coupled with
an interest), to (a) deliver Share Certificates (and Distributions), or transfer
ownership of such Shares on the account books maintained by the Book-Entry
Transfer Facility, together in either such case with all accompanying evidences
of transfer and authenticity, to or upon the order of the Purchaser upon receipt
by the Depositary, as the undersigned's agent, of the purchase price, (b)
present such Shares (and Distributions) for transfer on the books of the Company
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and Distributions), all in accordance with the terms
of the Offer.
 
    The undersigned hereby irrevocably appoints designees of the Purchaser, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such attorney and
proxy or his or her substitute shall, in his or her sole discretion, deem
proper, and otherwise act (including pursuant to written consent) with respect
to all of the Shares tendered hereby which have been accepted for payment by the
Purchaser prior to the time of such vote or action (and Distributions) which the
undersigned is entitled to vote at any meeting of stockholders of the Company
(whether annual or special and whether or not an adjourned meeting), or by
written consent in lieu of such meeting, or otherwise. This power of attorney
and proxy is coupled with an interest in the Company and in the Shares and is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares by the Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke, without further
action, any other power of attorney or proxy granted by the undersigned at any
time with respect to such Shares (and Distributions) and no subsequent powers of
attorney or proxies will be given (and if given will be deemed not to be
effective) with respect thereto by the undersigned. The undersigned understands
that the Purchaser reserves the right to require that, in order for Shares to be
deemed validly tendered, immediately upon the Purchaser's acceptance for payment
of such Shares, the Purchaser is able to exercise full voting rights with
respect to such Shares and Distributions, including voting at any meeting of
stockholders.
<PAGE>
    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and Distributions) and that when the same are accepted for payment by
the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered hereby (and
Distributions). In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of the Purchaser any and all other
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be entitled to all rights and
privileges as owner of such Distributions and may withhold the entire purchase
price or deduct from the purchase price of Shares tendered hereby the amount or
value thereof, as determined by the Purchaser in its sole discretion.
 
    All authority herein conferred or herein agreed to be conferred shall not be
affected by, and shall survive, the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned. Tenders of Shares pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment
pursuant to the Offer, may also be withdrawn at any time after Monday, January
18, 1999. See Section 4 of the Offer to Purchase.
 
    The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer.
 
    Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates not tendered or accepted for payment in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
Share Certificates not tendered or accepted for payment (and accompanying
documents as appropriate) to the undersigned at the address shown below the
undersigned's signature. In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please issue
the check for the purchase price and/or return any Share Certificates not
tendered or accepted for payment in the name(s) of, and deliver said check
and/or return certificates to, the person or persons so indicated. Stockholders
tendering Shares by book-entry transfer may request that any Shares not accepted
for payment be returned by crediting such account maintained at the Book-Entry
Transfer Facility by making an appropriate entry under "Special Payment
Instructions." The undersigned recognizes that the Purchaser has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder thereof if the Purchaser does not accept for
payment any of such Shares.
<PAGE>
------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
      To be completed ONLY if Share Certificates not tendered or not purchased
  and/or the check for the purchase price of Shares purchased are to be issued
  in the name of someone other than the undersigned, or if Shares tendered by
  book-entry transfer which are not purchased are to be returned by credit to
  an account maintained at the Book-Entry Transfer Facility other than that
  designated on the front cover.
  Issue check and/or certificates to:
  Name: ______________________________________________________________________
                                 (Please Print)
  Address ____________________________________________________________________
  ____________________________________________________________________________
  ____________________________________________________________________________
  ____________________________________________________________________________
                               (Include Zip Code)
 
   __________________________________________________________________________
                  (Tax Identification or Social Security No.)
                           (See Substitute Form W-9)
 
  / / Credit unpurchased Shares tendered by book-entry transfer to the
      Book-Entry Transfer Facility account set forth below:
 
      ________________________________________________________________________
                                 (Account Number)
 
------------------------------------------------------------
------------------------------------------------------------
 
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
      To be completed ONLY if Share Certificates not tendered or not purchased
  and/or the check for the purchase price of Shares purchased are to be sent
  to someone other than the undersigned, or to the undersigned at an address
  other than that shown on the front cover.
 
  Mail check and/or certificate to:
 
  Name: ______________________________________________________________________
 
                                 (Please Print)
 
  Address ____________________________________________________________________
 
  ____________________________________________________________________________
 
  ____________________________________________________________________________
 
  ____________________________________________________________________________
 
                               (Include Zip Code)
 
   __________________________________________________________________________
 
                  (Tax Identification or Social Security No.)
 
-----------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                              IMPORTANT--SIGN HERE
                     (PLEASE COMPLETE SUBSTITUTE FORM W-9)
 
  ____________________________________________________________________________
  ____________________________________________________________________________
                            Signature(s) of Owner(s)
 
  Dated: ___________________
      (Must be signed by the registered holder(s) exactly as name(s) appear(s)
  on the Share Certificate(s) or on a security position listing or by
  person(s) authorized to become registered holder(s) by certificates and
  documents transmitted herewith. If signature is by trustees, executors,
  administrators, guardians, attorneys-in-fact, officers of corporations or
  others acting in a fiduciary or representative capacity, please provide the
  necessary information. See Instruction 5.)
 
  Name(s): ___________________________________________________________________
 
  ____________________________________________________________________________
                                 (Please Print)
 
  Capacity (full title): _____________________________________________________
  Address: ___________________________________________________________________
 
  ____________________________________________________________________________
 
  ____________________________________________________________________________
                               (Include Zip Code)
 
  Area Code and Telephone Number:    _________________________________________
  Tax Identification or Social Security No.: _________________________________
                           (See Substitute Form W-9)
 
                           GUARANTEE OF SIGNATURE(S)
                    (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
 
  Authorized Signature: ______________________________________________________
  Name (Please print): _______________________________________________________
  Name of Firm: ______________________________________________________________
  Address: ___________________________________________________________________
 
  ____________________________________________________________________________
                               (Include Zip Code)
 
  Area Code and Telephone Number: ____________________________________________
  Dated: ____________, 1998
  ----------------------------------------------------------------------------
<PAGE>
                                  INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
    1.  GUARANTEE OF SIGNATURES.  No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of the Shares tendered
herewith, unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
inside front cover hereof or (ii) if such Shares are tendered for the account of
a firm that is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
 
    2.  DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.  This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in Section 2 of the Offer to
Purchase) is utilized, if tenders are to be made pursuant to the procedures for
tender by book-entry transfer set forth in Section 3 of the Offer to Purchase.
Share Certificates, or timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of such Shares into the Depositary's account at the
Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein on or
prior to the Expiration Date. Stockholders whose Share Certificates are not
immediately available or who cannot deliver their Share Certificates and all
other required documents to the Depositary on or prior to the Expiration Date or
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis may tender their Shares by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form made available by the Purchaser, must be received by the Depositary on or
prior to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry
Confirmation) representing all tendered Shares, in proper form for transfer
together with a properly completed and duly executed Letter of Transmittal (or a
facsimile hereof), with any required signature guarantees (or in the case of a
book-entry delivery an Agent's Message) and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery. A "New York Stock Exchange" trading day" is any day on
which The New York Stock Exchange is open for business. If Share Certificates
are forwarded separately to the Depositary, a properly completed and duly
executed Letter of Transmittal (or facsimile hereof) must accompany each such
delivery.
 
    THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
 
    No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal or facsimile hereof, waive any right to receive any
notice of the acceptance of their Shares for payment.
 
    3.  INADEQUATE SPACE.  If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
<PAGE>
    4.  PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).  If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new certificate(s) for
the remainder of the Shares that were evidenced by your old certificate(s) will
be sent to you, unless otherwise provided in the appropriate box marked "Special
Payment Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
 
    5.  SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
 
    If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
 
    If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
 
    If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted.
 
    When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to or
certificates for Shares not tendered or purchased are to be issued in the name
of a person other than the registered owner(s). Signatures on such certificates
or stock powers must be guaranteed by an Eligible Institution.
 
    If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares listed, the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner(s) appear(s) on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
 
    6.  STOCK TRANSFER TAXES.  Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or purchased are to be registered in the
name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such person) payable on account
of the transfer to such person will be deducted from the purchase price received
by such holder(s) pursuant to this Offer (i.e., such purchase price will be
reduced) unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
 
    EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
 
    7.  SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.  If a check is to be issued
in the name of, and/or certificates for unpurchased Shares are to be returned
to, a person other than the signer of this Letter of Transmittal or if a check
is to be sent and/or such certificates are to be returned to someone other than
the signer of this Letter of Transmittal or to an address other than that shown
on the front cover hereof, the appropriate boxes on this Letter of Transmittal
should be completed. Stockholders tendering Shares by book-entry transfer (i.e.,
Book-Entry Stockholders) may request that Shares not purchased be credited to
such account maintained at the Book-Entry Transfer Facility. If no such
instructions are given, such Shares not purchased will be returned by crediting
the account at the Book-Entry Transfer Facility.
<PAGE>
    8.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Requests for assistance
may be directed to the Information Agent at its address set forth below.
Requests for additional copies of the Offer to Purchase and this Letter of
Transmittal may be directed to the Information Agent or to brokers, dealers,
commercial banks or trust companies.
 
    9.  31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.  Under U.S. Federal income
tax law, a stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Depositary is
not provided with the correct TIN, the Internal Revenue Service may subject the
stockholder or other payee to a $50 penalty, and payments that are made to such
stockholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to 31% backup withholding.
 
    Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
 
    If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
 
    To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing a Substitute Form W-9 certifying (i) that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
(ii) that (a) such stockholder is exempt from backup withholding or (b) such
stockholder has not been notified by the Internal Revenue Service that such
stockholder is subject to backup withholding as a result of a failure to report
all interest or dividends or (c) the Internal Revenue Service has notified such
stockholder that such stockholder is no longer subject to backup withholding.
 
    The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.
 
    The stockholder is required to give the Depositary the TIN of the record
owner of the Shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the Shares. If the Shares are in more than one name
or are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
 
    10.  LOST, DESTROYED OR STOLEN CERTIFICATES.  If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary. The stockholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
 
    IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) OR AN
AGENT'S MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR
TO THE EXPIRATION DATE.
<PAGE>
                 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
                              (SEE INSTRUCTION 9)
 
<TABLE>
<S>                               <C>                               <C>
                                           PAYOR'S NAME:
SUBSTITUTE                        PART 1--Please provide your       PART 3--Social Security Number
FORM W-9                          name, address and TIN and         or Employer ID Number
                                  certify by signing and dating     Awaiting TIN [   ]
                                  below.
                                  Name:
                                  Address:
</TABLE>
 
<TABLE>
<S>                               <C>
DEPARTMENT OF THE TREASURY        PART 2--CERTIFICATIONS--Under penalties of perjury, I certify
INTERNAL REVENUE SERVICE          that:
PAYOR'S REQUEST FOR               (1) The number shown on this form is my correct Taxpayer
TAXPAYER IDENTIFICATION           Identification Number (or I am waiting for a number to be issued
NUMBER ("TIN")                        to me and have checked the box in Part 3) and
                                  (2) I am not subject to backup withholding because: (a) I am
                                  exempt from backup withholding, or (b) I have not been notified
                                      by the Internal Revenue Service (the "IRS") that I am subject
                                      to backup withholding as a result of a failure to report all
                                      interest or dividends, or (c) the IRS has not notified me
                                      that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS
that you are currently subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
SIGNATURE   DATE
</TABLE>
 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
      THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
      3 OF SUBSTITUTE FORM W-9.
<PAGE>
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
    I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number by the time of payment, 31% of all
reportable payments made to me will be withheld.
 
Signature:
----------------------------        Date:
----------------------------, 1998
 
    FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER
OF THE COMPANY OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW:
 
                        THE DEPOSITARY FOR THE OFFER IS:
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S>                                        <C>
                BY MAIL:                                 BY OVERNIGHT DELIVERY:
 First Chicago Trust Company of New York        First Chicago Trust Company of New York
           Tenders & Exchanges                            Tenders & Exchanges
               Suite 4660                    c/o Securities Transfer and Reporting Services
              P.O. Box 2569                                       Inc.
       Jersey City, NJ 07303-2569                   One Exchange Plaza--Third Floor
                                                           New York, NY 10006
 
<CAPTION>
                BY MAIL:                                   BY HAND:
 First Chicago Trust Company of New York    First Chicago Trust Company of New York
           Tenders & Exchanges                        Tenders & Exchanges
               Suite 4660                                 Suite 4680
              P.O. Box 2569                        14 Wall Street, 8th Floor
       Jersey City, NJ 07303-2569                     New York, NY 10005
</TABLE>
 
    Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent as set forth below, and will be furnished promptly at the
Purchaser's expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
 
                                     [LOGO]
 
                               Wall Street Plaza
                            New York, New York 10005
                            Toll Free (800) 223-2064
                           Banks and Brokerage Firms
                                  please call:
                                 (212) 440-9800
 
                     THE DEALER MANAGERS FOR THE OFFER ARE:
 
                              GOLDMAN, SACHS & CO.
 
                                85 Broad Street
                            New York, New York 10004
                         Call Toll Free (800) 323-5678
