
<PAGE>
 
                             LETTER OF TRANSMITTAL
                       TO TENDER SHARES OF COMMON STOCK
                                      OF
                            DART GROUP CORPORATION
 
            PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 15, 1998
                                      BY
                             DGC ACQUISITION, INC.
 
                      A DIRECT WHOLLY-OWNED SUBSIDIARY OF
 
                            RICHFOOD HOLDINGS, INC.
 
 
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
         TIME, ON TUESDAY, MAY 12, 1998, UNLESS THE OFFER IS EXTENDED.

<TABLE> 
<CAPTION>  
                                 The Depositary for the Offer is:
                                     FIRST UNION NATIONAL BANK
<S>                              <C>                                 <C> 
         By Mail:                     By Overnight Delivery:                  By Hand:
   First Union Corporate               First Union Corporate             (9:00 a.m.-5:00 p.m
    Information Center                  Information Center               New York City Time)
Corporate Trust Operations          Corporate Trust Operations          First Union Corporate
Attention: Reorganization Dept.    Attention: Reorganization Dept.        Information Center
   1525 West W.T. Harris                1525 West W.T. Harris          Corporate Trust Operations
  Boulevard, Building 3C3              Boulevard, Building 3C3       Attention: Reorganization Dept. 
 Charlotte, NC 28288-1153                Charlotte, NC 28262              1525 West W.T. Harris
                                                                         Boulevard, Building 3C3
                                                                        Charlotte, NC 28288-1153 
</TABLE> 
 
                                 By Facsimile
                                 Transmission:
                                (704) 590-7628
 
                               Information and
                                 Confirmation
                                by Telephone:
                          Reorganization Department
                                (704) 590-7408
 
  DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
 
  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 holders of Shares (as
defined below) of Dart Group Corporation (the "Stockholders") if certificates
evidencing Shares ("Certificates") are to be forwarded with this Letter of
Transmittal or if delivery of Shares is to be made by book-entry transfer to
an account maintained by First Union National Bank (the "Depositary") at The
Depository Trust Company ("DTC"), the Midwest Securities Trust Company
("MSTC") or the Philadelphia Depository Trust Company ("PDTC") (each, a "Book-
Entry Transfer Facility" and, collectively, the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase (as defined below).
 
  Stockholders whose Certificates are not immediately available or who cannot
deliver either their Certificates for, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase) with respect to, their Shares
and all other required documents to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) may tender their
Shares according to the guaranteed delivery procedure set forth in Section 3
of the Offer to Purchase. See Instruction 2 hereof. Delivery of documents to a
Book-Entry Transfer Facility does not constitute delivery to the Depositary.
<PAGE>
 
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
   MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
   FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
   TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER).
 
Name of Tendering Institution: ________________________________________________
 
Check Box of Book-Entry Transfer Facility:
     [_] DTC    [_] MSTC    [_] PDTC
 
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 that Guaranteed Delivery: _________________________________
 
If delivered by book-entry transfer, check box of applicable Book-Entry
Transfer Facility:
 
     [_] DTC    [_] MSTC    [_] PDTC
 
Account Number: _______________________________________________________________
 
Transaction Code Number: ______________________________________________________
 
 
<TABLE> 
---------------------------------------------------------------------------------------------------------------  
                        DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------  
<S>                                                       <C>            <C>                <C> 
    NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S)
                ON THE CERTIFICATE(S))
 
--------------------------------------------------------------------------------------------------------------- 
                                                              SHARE      NUMBER OF SHARES         
                                                          CERTIFICATES    REPRESENTED BY    NUMBER OF SHARES
                                                          NUMBER(S)(1)   CERTIFICATE(S)(1)    TENDERED(2)  
                                                          ----------------------------------------------------- 
                                                          ----------------------------------------------------- 
                                                          ----------------------------------------------------- 
                                                          ----------------------------------------------------- 
                                                          ----------------------------------------------------- 
                                                          TOTAL SHARES                             
                                                          ----------------------------------------------------- 
--------------------------------------------------------------------------------------------------------------- 
</TABLE> 
(1) NEED NOT BE COMPLETED BY STOCKHOLDERS DELIVERING SHARES BY BOOK-ENTRY
    TRANSFER.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED
    BY CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE
    INSTRUCTION 4.
 
 
                  NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
             PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 
                                       2
<PAGE>
 
  Ladies and Gentlemen:
 
  The undersigned hereby tenders to DGC Acquisition, Inc., a Delaware
corporation ("Purchaser"), and a direct wholly-owned subsidiary of Richfood
Holdings, Inc., a Virginia corporation ("Parent"), the above-described shares
of common stock, $1.00 par value per share (the "Shares"), of Dart Group
Corporation, a Delaware corporation (the "Company"), for $160.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 15, 1998 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
undersigned understands that Purchaser reserves the right to transfer or
assign, in whole or from time to time in part, to any newly formed direct or
indirect wholly-owned subsidiary of Purchaser, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve Purchaser of its obligations under the
Offer or prejudice the rights of tendering Stockholders to receive payment for
Shares validly tendered and accepted for payment pursuant to the Offer.
 
  Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered with this Letter of Transmittal in accordance with the terms
and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon
the order of, Purchaser, all right, title and interest in and to all of the
Shares that are being tendered hereby and any and all other Shares or other
securities issued or issuable in respect of such Shares on or after April 15,
1998 (a "Distribution") and irrevocably constitutes and appoints the
Depositary as the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any Distributions), with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver Certificates
evidencing such Shares (and any Distributions), or transfer ownership of such
Shares (and all Distributions) on the account books maintained by a Book-Entry
Transfer Facility together, in any such case, with all accompanying evidences
of transfer and authenticity to, or upon the order of, Purchaser, upon receipt
by the Depositary as the undersigned's agent, of the purchase price with
respect to such Shares; (ii) present such Shares (and any Distributions) for
transfer on the books of the Company; and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
Distributions), all in accordance with the terms and subject to the conditions
of the Offer.
 
  The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to
all Shares tendered hereby and accepted for payment and paid for by Purchaser
(and any Distributions) including, without limitation, the right to vote such
Shares (and any Distributions) in such manner as each such attorney and proxy
or his substitute shall, in his sole discretion, deem proper. All such powers
of attorney and proxies, being deemed to be irrevocable, shall be considered
coupled with an interest in the Shares tendered with this Letter of
Transmittal. Such appointment will be effective when, and only to the extent
that, Purchaser accepts such Shares for payment. Upon such acceptance for
payment, all prior powers of attorney and proxies given by the undersigned
with respect to such Shares (and any Distributions) will be revoked, without
further action, and no subsequent powers of attorneys and proxies may be given
with respect thereto (and, if given, will be deemed ineffective). The
designees of Purchaser will, with respect to the Shares (and any
Distributions) for which such appointment is effective, be empowered to
exercise all voting and other rights of the undersigned with respect to such
Shares (and any Distributions) as they in their sole discretion may deem
proper. Purchaser reserves the absolute right to require that, in order for
Shares to be deemed validly tendered, immediately upon the acceptance for
payment of such Shares, Purchaser or its designees are able to exercise full
voting rights with respect to such Shares (and any Distributions), including
voting at any meeting of Stockholders then scheduled.
 
  All authority conferred or agreed to be conferred by this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
 
  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 any Distributions) and that, when the same are accepted for
payment and paid for by Purchaser, Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances, and that the Shares tendered hereby (and any Distributions)
will not be subject to any adverse claim. The undersigned, upon request, will
execute and deliver any additional documents deemed by the
 
                                       3
<PAGE>
 
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of Shares tendered hereby (and any Distributions). In
addition, the undersigned shall promptly remit and transfer to the Depositary
for the account of Purchaser any and all Distributions issued to the
undersigned on or after April 15, 1998, in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of any such Distributions and
may withhold the entire purchase price or deduct from the purchase price the
amount of value thereof, as determined by Purchaser in its sole discretion.
 
  The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the instructions to this Letter of Transmittal will constitute a binding
agreement between the undersigned and Purchaser with respect to such Shares,
upon the terms and subject to the conditions of the Offer.
 
  The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Purchaser may not be required to accept for payment any
of the Shares tendered hereby.
 
  Unless otherwise indicated in this Letter of Transmittal under "Special
Payment Instructions," please issue the check for the purchase price and
return any Certificates evidencing Shares not tendered or not accepted for
payment in the name(s) of the registered holder(s) appearing under
"Description of Shares Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
and return any Certificates evidencing Shares not tendered or not accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered." In the
event that both the "Special Payment Instructions" and the "Special Delivery
Instructions" are completed, please issue the check for the purchase price and
return any such Certificates evidencing Shares not tendered or not accepted
for payment (and accompanying documents, as appropriate) in the name(s) of,
and deliver such check and return such Certificates (and accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated in this Letter of Transmittal under "Special Payment Instructions,"
in the case of a book-entry delivery of Shares, please credit the account
maintained at the Book-Entry Facility indicated above with respect to any
Shares not accepted for payment. The undersigned recognizes that Purchaser has
no obligation pursuant to the "Special Payment Instructions" to transfer any
Shares from the name of the registered holder if Purchaser does not accept for
payment any of the Shares tendered hereby.
 
  [_] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
 
  Number of Shares represented by the lost or destroyed Certificates:
 
  -------------------------------
 
                                       4
<PAGE>
 
 --------------------------------------   -------------------------------------
     SPECIAL PAYMENT INSTRUCTIONS            SPECIAL DELIVERY INSTRUCTIONS
   (SEE INSTRUCTIONS 1, 5, 6 AND 7)         (SEE INSTRUCTIONS 1, 5, 6 AND 7) 
 
   To be completed ONLY if                  To be completed ONLY if          
 certificates for Shares not              Certificates for Shares not       
 tendered or not accepted for             tendered or not accepted for       
 payment and/or the check for the         payment and the check for the      
 purchase price of Shares accepted        purchase price of shares accepted  
 for payment are to be issued in the      for payment are to be sent to      
 name of someone other than the           someone other than the undersigned 
 undersigned, or if Shares delivered      or to the undersigned at an address
 by book-entry transfer that are not      other than that shown above.       
 accepted for payment are to be                                              
 returned by credit to an account         Mail Check/Certificate(s) to:      
 maintained at a Book-Entry Transfer                                         
 Facility, other than to the account      Name:_______________________________
 indicated above.                                (Please Type or Print)      
                                                                             
 Issue Check/Certificate(s) to:           Address:____________________________
                                                                             
                                                                              
 Name: ______________________________     ------------------------------------
        (Please Type or Print)                     (Include Zip Code)         
                                                                              
 Address: ___________________________     ------------------------------------
                                             (TAX IDENTIFICATION OR SOCIAL    
 ------------------------------------                SECURITY NO.)            
          (Include Zip Code)                                                  
                                      
 ------------------------------------                                         
    (TAX IDENTIFICATION OR SOCIAL                                             
            SECURITY NO.)                                                     
      (SEE SUBSTITUTE FORM W-9)                                               
                                                                              
 [_] Credit unpurchased Shares                                            
     delivered by book-entry transfer                                       
     to the Book-Entry Transfer         
     Facility account set forth below:  
                                      
 (Check One)                          
                                      
 [_] DTC    [_] MSTC    [_] PDTC      
                                      
 (DTC/MSTC/PDTC Account Number)______
 --------------------------------------   -------------------------------------
 
                                       5
<PAGE>
 
                                 INSTRUCTIONS
 
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
  1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, no signature
guarantee is required on this Letter of Transmittal if (i) this Letter of
Transmittal is signed by the registered holder(s) (which term, for the
purposes of this document, includes any participant in any of the Book-Entry
Transfer Facilities' systems whose name appears on a security position listing
as the owner of the Shares) of Shares tendered herewith and such registered
holder has not completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on this
Letter of Transmittal, or (ii) such Shares are tendered for the account of a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (an
"Eligible Institution"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
If the Certificates are registered in the name of a person other than the
signer of this Letter of Transmittal, or if payment is to be made or delivered
to, or Certificates evidencing unpurchased Shares are to be issued or returned
to, a person other than the registered owner, then the tendered Certificates
must be endorsed or accompanied by duly executed stock powers, in either case
signed exactly as the name or names of the registered owner or owners appear
on the Certificates, with the signatures on the Certificates or stock powers
guaranteed by an Eligible Institution as provided in this Letter of
Transmittal. See Instruction 5.
 
  2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
Stockholders if Certificates evidencing Shares are to be forwarded with this
Letter of Transmittal or if delivery of Shares is to be made pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Purchase. For a Stockholder to validly tender Shares pursuant to the Offer,
either (i) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile), with any required signature guarantees and any
other required documents, must be received by the Depositary at one of its
addresses set forth in this Letter of Transmittal on or prior to the
Expiration Date (as defined in the Offer to Purchase) and either (a)
Certificates for tendered Shares must be received by the Depositary at one of
those addresses on or prior to the Expiration Date, or (b) Shares must be
delivered pursuant to the procedures for book-entry transfer set forth in
Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be
received by the Depositary on or prior to the Expiration Date or, (ii) the
tendering Stockholder must comply with the guaranteed delivery procedures set
forth below and in Section 3 of the Offer to Purchase.
 
  Stockholders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
or complete the procedures for book-entry transfer on or prior to the
Expiration Date 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) 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 Purchaser, must be received by the
Depositary prior to the Expiration Date and (iii) Certificates representing
all tendered Shares in proper form for transfer, or a Book-Entry Confirmation
with respect to all the tendered Shares, together with a Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and duly
executed, with any required signature guarantees or an Agent's Message (as
defined in Section 2 of the Offer to Purchase) in connection with a book-entry
transfer and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock Exchange, Inc.
trading days after the date of such Notice of Guaranteed Delivery. If
Certificates are forwarded separately to the Depositary, a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile) must
accompany each delivery.
 
  THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY
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.
 
 
                                       6
<PAGE>
 
  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 a facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
 
  3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is
inadequate, the information required under "Description of Shares Tendered"
should be listed on a separate signed schedule attached to this Letter of
Transmittal.
 
  4. PARTIAL TENDERS. If fewer than all of the Shares represented by any
Certificates delivered to the Depositary with this Letter of Transmittal are
to be tendered, fill in the number of Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In such cases, a new Certificate for
the remainder of the Shares that were evidenced by your old Certificate(s)
will be sent, without expense, to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by Certificate(s) delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
 
  5. SIGNATURES ON LETTER OF TRANSMITTAL, INSTRUMENTS OF TRANSFER 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 the owners must sign this Letter of Transmittal.
 
  If any of the 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 instruments of transfer
are signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, that person should so indicate when signing, and
proper evidence satisfactory to Purchaser of that person's authority to so act
must be submitted.
 
  If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s). Signatures on the Certificates or
instruments of transfer must be guaranteed by an Eligible Institution.
 
  If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificate(s) listed and
transmitted hereby, the Certificate(s) must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Certificate(s). Signatures
on the Certificate(s) or instruments of transfer must be guaranteed by an
Eligible Institution.
 
  6. TRANSFER TAXES. Except as set forth in this Instruction 6, Purchaser will
pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Shares to it or its order pursuant to the Offer. If, however, payment
of the purchase price is to be made to, or (in the circumstances permitted
hereby) if Certificates for Shares not tendered or not 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 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 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 Certificate(s) listed in this Letter
of Transmittal.
 
  7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and Certificates
for unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or if a check is to be sent and
Certificates are to be
 
                                       7
<PAGE>
 
returned to someone other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter
of Transmittal should be completed. If any tendered Shares are not purchased
for any reason and the Shares are delivered by Book-Entry Transfer Facility,
the Shares will be credited to an account maintained at the appropriate Book-
Entry Transfer Facility.
 
  8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to the Information Agent (as defined below) at its
address or telephone number set forth below and requests for additional copies
of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent or brokers,
dealers, commercial banks and trust companies and such materials will be
furnished at Purchaser's expense.
 
  9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Purchaser (subject to certain limitations in the Merger Agreement (as defined
in the Offer to Purchase)), in whole or in part, at any time or from time to
time, in Purchaser's sole discretion.
 
  10. BACKUP WITHHOLDING TAX. Each tendering Stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN")
on Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the Stockholder is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering Stockholder to a penalty and 31% backup federal income
tax withholding on the payment of the purchase price for the Shares. 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, the tendering Stockholder
should check the box in Part 3 of the Substitute Form W-9 and sign and date
both the Substitute Form W-9 and the "Certificate of Awaiting Taxpayer
Identification." If the Stockholder has indicated in the box in Part 3 that a
TIN has been applied for and the Depositary is not provided with a TIN by the
time of payment, the Depositary will withhold 31% of all payments of the
purchase price, if any, made thereafter pursuant to the Offer until a TIN is
provided to the Depositary.
 
  11. LOST OR DESTROYED CERTIFICATES. If any Certificate(s) representing
Shares has been lost, destroyed or stolen, the Stockholder should promptly
notify the Depositary by checking the box immediately preceding the Special
Payment/Special Delivery Instructions and indicating the number of Shares so
lost, destroyed or stolen. The Stockholders 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, destroyed or stolen Certificates have been followed.
 
  IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF
(TOGETHER WITH CERTIFICATES OR A BOOK-ENTRY CONFIRMATION FOR SHARES AND ANY
OTHER REQUIRED DOCUMENTS), OR A NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
 
                           IMPORTANT TAX INFORMATION
 
  Under current federal income tax law, a Stockholder whose tendered Shares
are accepted for payment is required to provide the Depositary (as payer) with
such Stockholder's correct TIN on Substitute Form W-9 below. If such
Stockholder is an individual, the TIN is his Social Security Number. 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, the Stockholder should so
indicate on the Substitute Form W-9. See Instruction 10. If the Depositary is
not provided with the correct TIN, the Stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that
are made to the Stockholder with respect to Shares purchased pursuant to the
Offer may be subject to backup federal income tax withholding at a 31% rate.
 
  Certain Stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements and should indicate their status by writing "exempt" across the
face of, and by signing and dating, the Substitute Form W-9. In order for a
foreign individual to qualify as an exempt recipient, that Stockholder must
submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Forms for such statements can be obtained from the
Depositary. See the enclosed Guidelines for Certificates of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
 
 
                                       8
<PAGE>
 
  If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Stockholder. Backup withholding is not an additional
tax. Rather, the federal income 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.
 
PURPOSE OF SUBSTITUTE FORM W-9
 
  To prevent backup federal income tax withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a Stockholder
must provide the Depositary with his correct TIN by completing the Substitute
Form W-9 below, certifying that the TIN provided on the Substitute Form W-9 is
correct (or that the Stockholder is awaiting a TIN) and that (i) the
Stockholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of failure to report all interest or
dividends, or (ii) the Internal Revenue Service has notified the Stockholder
that he is no longer subject to backup withholding.
 
WHAT NUMBER TO GIVE THE DEPOSITARY
 
  The Stockholder is required to give the Depositary the Social Security
Number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are registered 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.
 
                                       9
<PAGE>
 
                                   IMPORTANT
   STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 ON FOLLOWING PAGE
 
--------------------------------------------------------------------------------
                        (Signature(s) of Stockholder(s))
 
--------------------------------------------------------------------------------
                        (Signature(s) of Stockholder(s))
 
  (MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
THE CERTIFICATE 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, AGENTS, OFFICERS OR CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. SEE
INSTRUCTION 5.)
 
Dated: ___________________________________________________________________, 1998
 
Name(s): _______________________________________________________________________
 
--------------------------------------------------------------------------------
                             (Please Type or Print)
 
Capacity (Full Title): _________________________________________________________
                              (See Instruction 5)
 
Address(es): ___________________________________________________________________
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                               (Include Zip Code)
 
--------------------------------------------------------------------------------
 
Daytime Area Code and Telephone Number: ________________________________________
                                                   (Home)
 
                             --------------------------------------------------
                                                 (Business)
 
Taxpayer Identification or
Social Security No.: ___________________________________________________________
                  (See Substitute Form W-9 on Following Page)
 
                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 5)
 
Authorized Signature(s): _______________________________________________________
 
Name: __________________________________________________________________________
 
Name of Firm: __________________________________________________________________
 
Address: _______________________________________________________________________
                              (Including Zip Code)
 
Area Code and Telephone No.: ___________________________________________________
 
Dated: ___________________________________________________________________, 1998
 
                                       10
<PAGE>
 
--------------------------------------------------------------------------------
                    PAYER'S NAME: FIRST UNION NATIONAL BANK
-------------------------------------------------------------------------------
 
      SUBSTITUTE       PART 1--PLEASE PROVIDE YOUR TIN IN THE
       FORM W-9        BOX AT RIGHT AND CERTIFY BY SIGNING AND
                       DATING BELOW.
               
                       PART 2--For Payees exempt from backup
                       withholding, see the enclosed
                       Guidelines for Certification of
                       Taxpayer Identification Number on
                       Substitute Form W-9 and complete as
                       instructed therein.
                                                               PART 3--Social
  DEPARTMENT OF THE                                               Security   
      TREASURY,                                                   Number or  
   INTERNAL REVENUE                                               Employer   
       SERVICE                                                 Identification
                                                                   Number    
                                                               ________________ 
                      ----------------------------------------
                       Certifications--Under penalties of       (If awaiting
                       perjury, I certify that:                   TIN write
 PAYER'S REQUEST FOR   (1)The number shown on this form is     "Applied for")
       TAXPAYER           my correct Taxpayer Identification
    IDENTIFICATION        Number (or I am waiting for a
    NUMBER ("TIN")        number to be issued to me); and
                       (2)I am not subject to backup
                          withholding either because I have
                          not been notified by the Internal
                          Revenue Service ("IRS") that I am
                          subject to backup withholding as a
                          result of a failure to report all
                          interest or dividends, or the IRS
                          has 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 subject to backup withholding because of
                       underreporting interest or dividends on your tax
                       return. However, if after being notified by the IRS
                       that you are subject to backup withholding, you
                       receive another notification from the IRS that you
                       were no longer subject to backup withholding, do not
                       cross out item (2). (Also see instructions in the
                       enclosed Guidelines for Certification of Taxpayer
                       Identification Number on Substitute Form W-9).
                      ---------------------------------------------------------
 
                       SIGNATURE __________________________ DATE: ____________
                       Note: Failure to complete and return this Substitute
                       Form W-9 may result in backup withholding of 31% of
                       any payments made to you pursuant to the Offer to
                       Purchase. 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
                       wrote "applied for" in the box in Part 3 of the
                       substitute form W-9.
 
--------------------------------------------------------------------------------
 
            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 (i) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(ii) 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 payments of the purchase price pursuant to the
Offer made to me thereafter will be withheld until I provide a Taxpayer
Identification Number.
 
Signature _____________________________
 
Date __________________________________
 
                                      11
<PAGE>
 
 
 
                    The Information Agent for the Offer is:
 
        [LOGO OF CORPORATE INVESTOR COMMUNICATIONS, INC. APPEARS HERE]
 
 
                      The Dealer Manager for the Offer is:
 
                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION
 
                                277 Park Avenue
                            New York, New York 10172
                           (877) 893-0576 (toll free)
                                 (212) 892-8017
 
April 15, 1998
