
<PAGE>
 
                             LETTER OF TRANSMITTAL
 
                       TO TENDER SHARES OF COMMON STOCK
                                      OF
                               FORUM GROUP, INC.
                       PURSUANT TO THE OFFER TO PURCHASE
                            DATED FEBRUARY 23, 1996
                                      OF
                             FG ACQUISITION CORP.
                     A WHOLLY OWNED INDIRECT SUBSIDIARY OF
                         MARRIOTT INTERNATIONAL, INC.
 
                     THE OFFER AND WITHDRAWAL RIGHTS WILL
          EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
                 MARCH 21, 1996, UNLESS THE OFFER IS EXTENDED.
 
   THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED
  DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF THE COMPANY OR
 HIS BROKER, DEALER, COMMERCIAL BANK 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
 
               By Mail:                     By Hand or Overnight Courier:
 
             P.O. Box 2559                         14 Wall Street
            Suite 4660-FGI                    8th Floor, Suite 4680-FGI
  Jersey City, New Jersey 07303-2559          New York, New York 10005
 
  DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES 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 shareholders either if
certificates are to be forwarded herewith or if delivery is to be made by
book-entry transfer to the Depositary's account 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).
 
  Shareholders whose certificates evidencing Shares ("Share Certificates") are
not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) or who cannot comply
with the book-entry transfer procedures on a timely basis must tender their
Shares (as defined below) according to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF
DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
<PAGE>
 
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                          DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------------
     NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON            SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
       SHARE CERTIFICATE(S) AND SHARE(S) TENDERED)                       (ATTACH ADDITIONAL LIST IF NECESSARY)
---------------------------------------------------------------------------------------------------------------------
                                                                                      TOTAL NUMBER
                                                                                        OF SHARES
                                                                                       REPRESENTED       NUMBER OF
                                                                 SHARE CERTIFICATE       BY SHARE          SHARES
                                                                     NUMBER(S)        CERTIFICATE(S)*    TENDERED**
<S>                                                            <C>                    <C>                <C>
                                                               ------------------------------------------------------
                                                               ------------------------------------------------------
                                                               ------------------------------------------------------
                                                               ------------------------------------------------------
                                                               ------------------------------------------------------
                                                               ------------------------------------------------------
                                                                 TOTAL SHARES:
---------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 * Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
   each Share Certificate delivered to the Depositary are being tendered
   hereby. See Instruction 4.
 
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY
    TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
 
    Name of Tendering Institution _____________________________________________
 
    Check Box of Book-Entry Transfer Facility (check one):
 
    [_] DTC  [_] MSTC  [_] PDTC
 
    Account Number ____________________________________________________________
 
    Transaction Code Number ___________________________________________________
 
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY SENT TO THE DEPOSITARY PRIOR TO THE DATE HEREOF AND
    COMPLETE THE FOLLOWING:
 
    Name(s) of Registered Owner(s) ____________________________________________
 
    Window Ticket Number (if any) _____________________________________________
 
    Date of Execution of Notice of Guaranteed Delivery ________________________
 
    Name of Institution that Guaranteed Delivery ______________________________
 
    Check Box of Book-Entry Transfer Facility if Delivered by Book-Entry
    Transfer (check one):
 
    [_] DTC  [_] MSTC  [_] PDTC
 
    Account Number (if delivered by Book-Entry Transfer) ______________________
 
    Transaction Code Number ___________________________________________________
 
BOXES ABOVE FOR USE BY ELIGIBLE INSTITUTIONS ONLY
<PAGE>
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
 
  The undersigned hereby tenders to FG Acquisition Corp. (the "Purchaser"), an
Indiana corporation and a wholly owned indirect subsidiary of Marriott
International, Inc., a Delaware corporation ("Parent"), the above-described
shares of Common Stock, without par value (the "Shares"), of Forum Group,
Inc., an Indiana corporation (the "Company"), at $13.00 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, dated February 23, 1996 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase, constitutes
the "Offer"). The undersigned understands that the Purchaser reserves the
right to transfer or assign, in whole or in part from time to time or to
Parent or one or more direct or indirect wholly owned subsidiaries of Parent,
the right to purchase Shares tendered pursuant to the Offer.
 
  Subject to and effective upon acceptance for payment of 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 all other Shares or other securities
or property issued or issuable in respect thereof on or after February 15,
1996 (such other Shares, securities or property other than the Shares being
referred to herein as the "Other Securities") and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares and all Other Securities with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver Share Certificates evidencing such
Shares and all Other Securities, or transfer ownership of such Shares and all
Other Securities on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in either 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
(adjusted, if appropriate, as provided in the Offer to Purchase), (b) present
such Shares and all Other Securities 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 all Other Securities, all in accordance with the
terms of the Offer.
 
  The undersigned hereby irrevocably appoints Parent, William J. Shaw and Paul
E. Johnson, Jr., and each of them or any other designees of the Purchaser, the
attorneys and proxies of the undersigned, each with full power of
substitution, to exercise such voting and other rights 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 any and
all Other Securities issued or issuable in respect thereof, which the
undersigned is entitled to vote at any meeting of shareholders of the Company
(whether annual or special and whether or not an adjourned meeting), or
written consent in lieu of such meeting, or otherwise. This proxy and power of
attorney is coupled with an interest in the Shares tendered hereby 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 all prior proxies
granted by the undersigned with respect to such Shares (and all Shares and
other securities issued in Other Securities in respect of such Shares), and no
subsequent proxy or power of attorney shall be given (and if given or
executed, shall be deemed not to be effective) with respect thereto by the
undersigned. 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 and other rights with respect to such Shares (including voting at any
meeting of shareholders then scheduled or acting by written consent without a
meeting).
 
  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 all Other Securities, and that when such Shares are
<PAGE>
 
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 that none of such Shares and Other
Securities will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver any signature guarantees or 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 all Other Securities. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of the Purchaser all
Other Securities 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 Other Securities and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by the Purchaser in its sole discretion.
 
  All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated
in the Offer to Purchase, this tender is irrevocable.
 
  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. The undersigned recognizes that under certain circumstances set
forth in the Offer to Purchase, the Purchaser may not be required to accept
for payment any of the Shares tendered hereby.
 
  Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
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/or return any
Share Certificates evidencing Shares not tendered or 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 Delivery Instructions and the Special Payment Instructions
are completed, please issue the check for the purchase price and/or return any
Share Certificates evidencing Shares not purchased (together with accompanying
documents as appropriate) in the name(s) of, and deliver said check and/or
return such Share Certificates to, the person or persons so indicated.
Shareholders tendering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting such account
maintained at DTC, MSTC or PDTC as such shareholder may designate 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(s) thereof if the Purchaser does not accept for payment any of the
Shares so tendered.
<PAGE>
 
------------------------------------      ------------------------------------
 
   SPECIAL PAYMENT INSTRUCTIONS               SPECIAL DELIVERY INSTRUCTIONS
 (SEE INSTRUCTIONS 1, 5, 6 AND 7)              (SEE INSTRUCTIONS 5 AND 7)
 
  To be completed ONLY if the                To be completed ONLY if the
 check for the purchase price of            check for the purchase price of
 Shares purchased or Share Cer-             Shares purchased or Share Cer-
 tificates evidencing Shares not            tificates evidencing Shares not
 tendered or not purchased are to           tendered or not purchased are to
 be issued in the name of someone           be mailed to someone other than
 other than the undersigned.                the undersigned, or to the un-
                                            dersigned at an address other
 Issue [_] Check and/or                     than that shown under "Descrip-
 [_] Certificate(s) to:                     tion of Shares Tendered."
 
 Name ____________________________          Mail [_] Check and/or
                                            [_] Certificates to:
 _________________________________          
                                            Name_____________________________
 _________________________________          
          (PLEASE PRINT)                    _________________________________

 Address _________________________          _________________________________
                                                     (PLEASE PRINT)
 _________________________________          
        (INCLUDE ZIP CODE)                  Address _________________________

 _________________________________          _________________________________
    (TAXPAYER IDENTIFICATION OR                    (INCLUDE ZIP CODE)
        SOCIAL SECURITY NO.)
     (SEE SUBSTITUTE FORM W-9)

------------------------------------      ------------------------------------
<PAGE>

--------------------------------------------------------------------------------
 
                             SHAREHOLDERS SIGN HERE
                      (ALSO COMPLETE SUBSTITUTE FORM W-9)

  ___________________________________________________________________________
                         SIGNATURE(S) OF SHAREHOLDER(S)
 
  ___________________________________________________________________________
 
  Dated __________________ , 1996
 
  (MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
  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 TRUSTEE, EXECUTOR, ADMINISTRATOR,
  GUARDIAN, ATTORNEY-IN-FACT, AGENT, OFFICER OF A CORPORATION OR ANY OTHER
  PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE PROVIDE
  THE FOLLOWING INFORMATION. SEE INSTRUCTION 5.)
 
  Name(s) ___________________________________________________________________
 
  ___________________________________________________________________________
 
  ___________________________________________________________________________
                             (PLEASE PRINT OR TYPE)

  Capacity (full title) _____________________________________________________
 
  Address ___________________________________________________________________

  ___________________________________________________________________________
                               (INCLUDE ZIP CODE)
 
  Area Code and Telephone No.
 
  (home) ____________________________________________________________________
 
  (business) ________________________________________________________________
 
  Tax Identification or Social Security Number: _____________________________
 
                         (COMPLETE SUBSTITUTE FORM W-9)
 
                           GUARANTEE OF SIGNATURE(S)
                    (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
 
  Authorized Signature ______________________________________________________
 
  Name ______________________________________________________________________
                             (PLEASE PRINT OR TYPE)
 
  Name of Firm ______________________________________________________________
 
  Address ___________________________________________________________________
 
  ___________________________________________________________________________
                               (INCLUDE ZIP CODE)
 
  Area Code and Telephone Number ____________________________________________
 
  Dated __________________ , 1996
 
--------------------------------------------------------------------------------
<PAGE>
 
                                 INSTRUCTIONS
 
            FORMING PART OF THE TERMS AND CONDITIOINS OF THE OFFER
 
  1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a recognized member of a Medallion Signature Guarantee
Program or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each of the foregoing being referred to as an "Eligible Institution"), unless
(i) this Letter of Transmittal is signed by the registered holder(s) of Shares
(which term, for the purposes of this document, shall include any participant
in a Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) tendered hereby and such holder(s) has (have)
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 an Eligible Institution. See
Instruction 5.
 
  2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by shareholders
either if Share Certificates are to be forwarded herewith or if a tender of
Shares is to be made pursuant to the procedures for delivery by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Share Certificates
evidencing all physically tendered Shares, or confirmation ("Book-Entry
Confirmation") of any book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility of Shares delivered by book-entry transfer as
well as a properly completed and duly executed Letter of Transmittal, must be
received by the Depositary, at one of the addresses set forth herein prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase). If
Share Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery. Shareholders whose Share Certificates are not immediately
available, who cannot deliver their Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot comply
with the book-entry transfer procedures on a timely basis may tender their
Shares by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure 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 provided by
the Purchaser, must be received by the Depositary (as provided in (iii) below)
prior to the Expiration Date and (iii) the Share Certificates evidencing all
physically tendered Shares (or Book-Entry Confirmation with respect to such
Shares), as well as a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees
and any other documents required by this Letter of Transmittal, must be
received by the Depositary within three Nasdaq Small Cap Market trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
 
  THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES
AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE
TIMELY DELIVERY.
 
  No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
 
  3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares tendered should be listed on a separate signed schedule and attached
hereto.
<PAGE>
 
  4. PARTIAL TENDERS. (Not applicable to shareholders who tender by book-entry
transfer.) If fewer than all the Shares evidenced by any Share 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
Share Certificate(s) evidencing the remainder of the Shares that were
evidenced by the old Share Certificate(s) will be sent to the registered
holder, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by Share 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 Share Certificate(s) without alteration,
enlargement or any change whatsoever. If any of the Shares tendered hereby are
held of record by two or more persons, all such persons must sign this Letter
of Transmittal.
 
  If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
 
  If this Letter of Transmittal is signed by the registered holder(s) of the
Shares evidenced by Share Certificates listed and transmitted hereby, no
endorsements of Share Certificates or separate stock powers are required
unless payment is to be made to or Share Certificates evidencing Shares not
tendered or purchased are to be issued in the name of a person other than the
registered holder(s), in which case the Share Certificate(s) evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on such Share Certificate(s). Signatures on such
certificates and stock powers 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 tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names
of the registered holder or holders appear on the Share Certificate(s).
Signatures on such Share Certificate(s) or stock powers must be guaranteed by
an Eligible Institution.
 
  If this Letter of Transmittal or any Share Certificates or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or any person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such person's authority so to
act must be submitted.
 
  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 Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or if Share
Certificates evidencing Shares not tendered or purchased are to be registered
in the name of, any person other than the registered holder(s), or if Share
Certificates evidencing tendered shares 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 other 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 for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal or
<PAGE>
 
if such check or any such Share Certificate is to be sent and/or any Share
Certificates are to be returned to someone other than the signer above, or to
the signer above but at an address other than that shown in the box entitled
"Description of Shares Tendered" on the reverse hereof, the appropriate boxes
on this Letter of Transmittal should be completed. Shareholders tendering
Shares by book-entry transfer may request that Shares not purchased be
credited to such account maintained at any of the Book-Entry Transfer
Facilities as such shareholder may designate under "Special Delivery
Instructions". If no such instructions are given, any such Share not purchased
will be returned by crediting the account at the Book-Entry Transfer
Facilities designated above.
 
  8. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to, or additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from, the
Information Agent at the telephone numbers and address set forth below.
Shareholders may also contact their broker, dealer, commercial bank or trust
company.
 
  9. WAIVER OF CONDITIONS. Except as otherwise provided in the Offer to
Purchase, the Purchaser reserves the right in its sole discretion to waive in
whole or in part at any time or from time to time any of the specified
conditions of the Offer or any defect or irregularity in tender with regard to
any Shares tendered.
 
  10. SUBSTITUTE FORM W-9. The tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"),
generally the shareholder's social security or employer identification number,
on Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, whether he or she is
subject to backup withholding of federal income tax. If a tendering
shareholder is subject to backup withholding, he or she must cross out item
(2) of the Certification Box on Substitute Form W-9. Failure to provide the
information on Substitute Form W-9 may subject the tendering shareholder to
31% federal income tax withholding on the payment of the purchase price. If
the tendering shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, he or she should
write "Applied For" in the space provided for the TIN in Part I, sign and date
the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% of payments for surrendered Shares thereafter until a TIN is
provided to the Depositary.
 
  IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, OR AN AGENT'S MESSAGE IN THE CASE OF A BOOK-ENTRY
DELIVERY, TOGETHER WITH CERTIFICATES (OR BOOK-ENTRY CONFIRMATION) AND ALL
OTHER REQUIRED DOCUMENTS OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
<PAGE>
 
                           IMPORTANT TAX INFORMATION
 
  Under federal tax law, a shareholder whose tendered Shares are accepted for
payment is required to provide the Depositary (as payor) with such
shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is
an individual, the TIN is such shareholder's Social Security Number. If the
Depositary is not provided with the correct TIN or an adequate basis for
exemption, the shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such
shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding in an amount equal to 31% of the gross proceeds
resulting from the Offer.
 
  Certain shareholders (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, that shareholder must submit an IRS Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
 
  If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. 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.
 
PURPOSE OF SUBSTITUTE FORM W-9
 
  To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of his correct TIN by completing the
Substitute Form W-9 contained herein, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN)
and that (1) the shareholder is exempt from backup withholding, (2) the
shareholder 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 (3) the Internal Revenue Service has notified the shareholder
that he or she is no longer subject to backup withholding.
 
WHAT NUMBER TO GIVE THE DEPOSITARY
 
  The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of 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. If the tendering shareholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
he or she should write "Applied For" in the space provided for the TIN in Part
I, sign and date the Substitute Form W-9 and sign and date the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary
will withhold 31% of all payments of the purchase price until a TIN is
provided to the Depositary.
<PAGE>
 
             PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
 
--------------------------------------------------------------------------------
 
                            PART 1--PLEASE PROVIDE      TIN _________________
 SUBSTITUTE                 YOUR TIN IN THE BOX AT         Social Security
 FORM W-9                   RIGHT AND CERTIFY BY         Number or Employer
                            SIGNING AND DATING             Identification
                            BELOW:                             Number
                                                        If Awaiting TIN write  
 DEPARTMENT OF THE TREASURY                             "Applied for"          
 INTERNAL REVENUE SERVICE
                                                 
 
 PAYOR'S REQUEST FOR TAXPAYER
 IDENTIFICATION NUMBER (TIN)
                           ----------------------------------------------------
                            NAME (PLEASE PRINT)         PART II--For Payees
                                                        NOT subject to backup
                            --------------------------  withholding, see the
                            ADDRESS                     enclosed Guidelines
                                                        for Certification
                            --------------------------  of Taxpayer
                            CITY    STATE  ZIP CODE     Identification Number
                                                        on Substitute Form W-9
                                                        and complete as
                                                        instructed therein.
 
 
                           ----------------------------------------------------
 
                            CERTIFICATION--Under the penalties of perjury, I
                            certify that:
                            (1) The number shown on this form is my correct
                                taxpayer identification number (or I am
                                waiting for a number to be issued to me), and
                            (2) I am not subject to backup withholding
                                because either (a) I am exempt from backup
                                withholding, (b) 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 (c) the IRS has notified me
                                that I am no longer subject to backup
                                withholding.
 
                            SIGNATURE ___________________ DATE _________, 1996
 
                            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 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
                            item (2). (Also see instructions in the enclosed
                            Guidelines.)
 
------------------------------------------------------------------------------- 

 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 WROTE "APPLIED FOR"
       IN PART I OF 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 (a) I have mailed or delivered an
 application to receive a taxpayer identification number to the appropriate
 Internal Revenue Service Center or Social Security Administration Officer,
 or (b) I intend to mail or deliver an application in the near future. I
 understand that if I do not provide a taxpayer identification number within
 sixty (60) days, 31% of all reportable payments made to me thereafter will
 be withheld until I provide a number.
 
 SIGNATURE(S) _____________________________       DATE:           , 1996

------------------------------------------------------------------------------- 
 
<PAGE>
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
 
                            MACKENZIE PARTNERS, INC.
 
                   156 FIFTH AVENUE NEW YORK, NEW YORK 10010
                         (212) 929-5500 (CALL COLLECT)
 
                                       OR
 
                         CALL TOLL FREE: (800) 322-2885
