
<PAGE>   1
                                                                EXHIBIT 99(a)(2)

 
                             LETTER OF TRANSMITTAL
                        To Tender Shares of Common Stock
 
                                       of
 
                        Amati Communications Corporation
                                       at
 
                              $20.00 Net Per Share
                       Pursuant to the Offer to Purchase
                            Dated November 25, 1997
 
                                       by
 
                          DSL Acquisition Corporation
                        a direct wholly owned subsidiary
 
                                       of
 
                         Texas Instruments Incorporated
 
  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY
       TIME, ON TUESDAY, DECEMBER 23, 1997, UNLESS THE OFFER IS EXTENDED.
 
                        The Depositary for the Offer is:
                        CHASEMELLON SHAREHOLDER SERVICES
 
<TABLE>
<C>                                       <C>                              <C>
                By Mail:                    By Facsimile Transmission:                     By Hand:
    ChaseMellon Shareholder Services              (201) 329-8936               ChaseMellon Shareholder Services
  Attention: Reorganization Department      (For Eligible Institutions       Attention: Reorganization Department
          Post Office Box 3301                         Only)                       120 Broadway, 13th Floor
   South Hackensack, New Jersey 07660     Confirm Facsimile by Telephone:          New York, New York 10271
                                                  (201) 296-4860                    By Overnight Courier:
                                              (For Confirmation Only)          ChaseMellon Shareholder Services
                                                                             Attention: Reorganization Department
                                                                                      85 Challenger Road
                                                                              Ridgefield Park, New Jersey 07660
</TABLE>
 
                             ---------------------
 
        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
     AS SET FORTH ABOVE, OR TRANSMISSION VIA A FACSIMILE NUMBER 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.
 
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                           DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------------
   NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
    (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)                 STOCK CERTIFICATE(S) AND SHARE(S) TENDERED
              APPEAR(S) ON SHARES)                               (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
---------------------------------------------------------------------------------------------------------------------
                                                                STOCK           TOTAL NUMBER OF         NUMBER OF
                                                             CERTIFICATE     SHARES REPRESENTED BY       SHARES
                                                              NUMBER(S)      STOCK CERTIFICATE(S)*     TENDERED**
                                                            -------------------------------------------------------
<S>                                                       <C>               <C>                     <C>
 
                                                            -------------------------------------------------------
 
                                                            -------------------------------------------------------
 
                                                            =======================================================
                                                                     TOTAL SHARES...................
---------------------------------------------------------------------------------------------------------------------
</TABLE>
 
    * Need not be completed by Holders tendering by book-entry transfer.
 
   ** Unless otherwise indicated, it will be assumed that all Shares evidenced
      by each Stock Certificate delivered to the Depositary are being tendered
      hereby. See Instruction 4.
--------------------------------------------------------------------------------
<PAGE>   2
 
     This Letter of Transmittal is to be completed by stockholders if
certificates evidencing Shares ("Stock 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") 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 Stock Certificates are not immediately available or who
cannot deliver their Stock 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 according to the guaranteed delivery
procedures 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.
 
--------------------------------------------------------------------------------
[ ]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
     THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
     COMPLETE THE FOLLOWING:
 
     Name of Tendering Institution:
                                   ---------------------------------------------

     Check Box of Applicable Book-Entry Transfer Facility (check one):
 
                   DTC [ ]               PDTC [ ]
 
     Account Number:               Transaction Code Number:
                     ------------                           --------------------

[ ]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
     FOLLOWING:
 
     Name(s) of Registered Holder(s):
                                     -------------------------------------------
     Window Ticket No. (if any):
                                ------------------------------------------------
     Date of Execution of Notice of Guaranteed Delivery:
                                                        ------------------------
     Name of Institution which Guaranteed Delivery:
                                                   -----------------------------
     If Delivered by Book-Entry Transfer, Check Box of Applicable Book-Entry
     Transfer Facility (check one):
 
                   DTC [ ]               PDTC [ ]
 
     Account Number:               Transaction Code Number:
                     ------------                           --------------------

--------------------------------------------------------------------------------
<PAGE>   3
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
 
     The undersigned hereby tenders to DSL Acquisition Corporation (the
"Purchaser"), a Delaware corporation and a direct wholly owned subsidiary of
Texas Instruments Incorporated, a Delaware corporation ("Parent"), the above-
described shares of Common Stock, par value $.20 per share (the "Shares"), of
Amati Communications Corporation, a Delaware corporation (the "Company"), at
$20.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
25, 1997 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with any amendments and
supplements, collectively constitute the "Offer"). The undersigned understands
that the Purchaser reserves the right to transfer or assign, in whole at any
time or in part from time to time, to Parent or one or more of its affiliates,
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 November 19, 1997 (such other
Shares, securities or property 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 (i) deliver
Stock 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 designees of the Purchaser as
the undersigned's attorneys-in-fact and proxies, each with full power of
substitution, to the full extent of the undersigned's rights with respect to all
of the Shares tendered hereby which have been accepted for payment by the
Purchaser (and any and all Other Securities issued or issuable in respect
thereof on or after November 19, 1997). 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, without further action, revoke all prior proxies
and consents 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 or written consent shall
be given (and if given or executed, shall be deemed not to be effective) with
respect thereto by the undersigned. The designees of the Purchaser will, with
respect to the Shares and the Other Securities, be empowered to exercise all
voting and other rights of the undersigned as they in their sole discretion may
deem proper at any annual, special or adjourned meeting of the Company's
stockholders, by written consent or otherwise. 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 stockholders 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 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.
<PAGE>   4
 
     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 Stock
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
Stock 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.
Stockholders tendering Shares by book-entry transfer may request that any Shares
not accepted for payment be returned by crediting such account maintained at DTC
or PDTC as such stockholder 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.
 
--------------------------------------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                       (SEE INSTRUCTIONS 1, 5, 6, AND 7)
 
To be completed ONLY if Stock Certificates for Shares not tendered or not
accepted for payment, and/or the check for the purchase price of Shares accepted
for payment are to be issued in the name of someone other than the undersigned,
or if Shares delivered by book-entry transfer that are not accepted for payment
are to be returned by credit to an account maintained at a Book-Entry Transfer
Facility, other than to the account indicated above.
 
Issue (check appropriate box(es)):
     [ ] Check to:
     [ ] Certificate to:
 
Name:
     ---------------------------------------------------------------------------
                             (Please Type or Print)


 
Address:
        ------------------------------------------------------------------------
 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (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:
 
                              [ ] DTC     [ ] PDTC
                                  (check one)
 
--------------------------------------------------------------------------------
                           (DTC/PDTC Account Number)

--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
To be completed ONLY if Stock Certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares accepted
for payment are to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown above.
 
Mail (check appropriate box(es)):
     [ ] Check to:
     [ ] Certificate to:
 
Name:
     ---------------------------------------------------------------------------
                             (Please Type or Print)
 
Address:
        ------------------------------------------------------------------------
 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (Include Zip Code)
 
--------------------------------------------------------------------------------
                  (Tax Identification or Social Security No.)
                           (See Substitute Form W-9)

--------------------------------------------------------------------------------
<PAGE>   5
 
                                   SIGN HERE
                        AND COMPLETE SUBSTITUTE FORM W-9
SIGN                                                                        SIGN
HERE                                                                        HERE
     ---------------------------------------------------------------------- 
                                                                            
     ----------------------------------------------------------------------     
                          (Signature(s) of holder(s))
 
Dated:
      --------------------------------------------------------------------,199 _
 
Must be signed by the registered holder(s) exactly as name(s) appear(s) on Stock
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 following information and 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:
     ---------------------------------------------------------------------------
 
Name of Firm:
             -------------------------------------------------------------------
                                 (Please Print)
 
Address:
        ------------------------------------------------------------------------
                               (Include Zip Code)
 
Area Code and Telephone Number:
                               -------------------------------------------------
 
Dated:                                                                          
      --------------------------------------------------------------------,199 _
     
 
                                                                            
    
    
    
<PAGE>   6
 
                                  INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
     1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by 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
(each, an "Eligible Institution"), unless the Shares tendered hereby are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on this Letter of Transmittal, or (ii) for the account of
an Eligible Institution. See Instruction 5. If the Stock Certificates are
registered in the name of a person other than the signer of this Letter of
Transmittal, or if Stock Certificates evidencing Shares not accepted for payment
or not tendered are to be issued to a person other than the registered holder,
then the Stock Certificates must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered owner(s)
appear on the Stock Certificates, with the signatures on the Stock Certificates
or stock powers guaranteed by an Eligible Institution as provided herein. See
Instruction 5.
 
     2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
stockholders if Stock Certificates are to be forwarded herewith or if delivery
of Shares is to be made pursuant to the procedures for book-entry transfer set
forth under "Procedure for Tendering Shares -- Book-Entry transfer" in Section 3
of the Offer to Purchase. For Shares to be validly tendered pursuant to the
Offer, this Letter of Transmittal (or facsimile thereof), properly completed and
duly executed with all required signature guarantees and all other documents
required hereby, must be received by the Depositary at one of its addresses set
forth on the cover hereof prior to the Expiration Date (as defined in the Offer
to Purchase). In addition, either (i) Stock Certificates evidencing such Shares
must be received by the Depositary along with this Letter of Transmittal or such
Shares must be tendered pursuant to the procedures for book-entry transfer set
forth under "Procedure for Tendering Shares -- Book-Entry Transfer" in Section 3
of the Offer to Purchase and a confirmation of a book-entry transfer (a
"Book-Entry Confirmation") must be received by the Depositary, in each case
prior to the Expiration Date or (ii) the tendering stockholder must comply with
the guaranteed delivery procedures set forth below and under "Procedure for
Tendering Shares -- Guaranteed Delivery" in Section 3 of the Offer to Purchase.
 
     If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Stock Certificates are not immediately available or time will not
permit all required documents to reach the Depositary prior to the Expiration
Date, or the procedures for book-entry transfer cannot be completed on a timely
basis, such Shares may nevertheless be tendered if all of the following
conditions are satisfied: (i) the tender is 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, is received by
the Depositary prior to the Expiration Date as provided below and (iii) the
Stock Certificates for all tendered Shares, in proper form for transfer (or a
Book-Entry Confirmation), together with this Letter of Transmittal (or facsimile
thereof) properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message (as
defined in Section 2 of the Offer to Purchase)) and any other documents required
by this Letter of Transmittal, are received by the Depositary within three New
York Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery.
 
     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, STOCK CERTIFICATES
AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH STOCK 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. All
tendering stockholders, 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.
 
     4. PARTIAL TENDERS. If fewer than all the Shares evidenced by any Stock
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 Stock Certificate(s) evidencing the remainder of the Shares that were
evidenced by the old Stock 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 evidenced by Stock
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
<PAGE>   7
 
     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 Stock 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 Stock
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 Stock Certificates listed and transmitted hereby, no
endorsements of Stock Certificates or separate stock powers are required unless
payment is to be made to or Stock 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 Stock 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
Stock Certificate(s). Signatures on such Stock 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 Stock 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 Stock Certificate(s). Signatures
on such Stock Certificate(s) or stock powers must be guaranteed by an Eligible
Institution.
 
     If this Letter of Transmittal or any Stock Certificates or stock powers are
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 to so 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 Stock
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 Stock
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 STOCK 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 Stock 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 if such
check or any such Stock Certificate is to be sent and/or any Stock 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 cover hereof, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders 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 stockholder 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 or the Dealer Manager at the telephone numbers and addresses
set forth below. A stockholder may also contact such stockholder's broker,
dealer, commercial bank, trust company or other nominee.
 
     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. Except in the case of foreign persons, 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" herein, and to certify that such stockholder
is not subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to 31% federal income
tax backup withholding on the payment of the purchase price for the Shares. The
tendering stockholder should
<PAGE>   8
 
indicate in the box in Part I of the Substitute Form W-9 if such 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 stockholder has indicated in the box in Part I 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. A tendering stockholder who is a foreign person
(i.e., who is not a citizen or resident of the United States) should provide the
Depositary with a completed Form W-8. Please contact the Depositary, if
necessary, in order to obtain a copy of Form W-8.
 
     11. LOST OR DESTROYED CERTIFICATES. If any Stock Certificate(s)
representing Shares has been lost or destroyed, the holders should promptly
notify the Depositary. The holders will then be instructed as to the procedure
to be followed in order to replace the Stock Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed Stock Certificates have been followed.
 
     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, MUST BE RECEIVED BY THE DEPOSITARY (TOGETHER WITH
STOCK CERTIFICATES OR A BOOK-ENTRY CONFIRMATION FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS AND/OR SIGNATURES), OR A NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
<PAGE>   9
 
                           IMPORTANT TAX INFORMATION
 
     Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payor) with such
stockholder's correct TIN on Substitute Form W-9 herein. If such stockholder is
an individual, the TIN is such stockholder's Social Security Number. If the
Depositary is not provided with the correct TIN or an adequate basis for
exemption, the stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such
stockholder 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 stockholders (including, among others, certain corporations and
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 stockholder must submit an IRS 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 additional
instructions.
 
     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 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 stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder 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 stockholder is awaiting a TIN) and
that (i) the stockholder is exempt from backup withholding, (ii) 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 (iii) the Internal Revenue Service has notified the stockholder that such
stockholder 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 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 stockholder 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>   10
 
<TABLE>
<CAPTION>                                                                         
--------------------------------------------------------------------------------------------------------
 
                 PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS DEPOSITARY
--------------------------------------------------------------------------------------------------------
<S>                                <C>                                <C>
 SUBSTITUTE                         PLEASE PROVIDE YOUR TIN IN THE
                                    BOX AT RIGHT AND CERTIFY BY
 FORM W-9                           SIGNING AND DATING BELOW
                                                                               PART I -- Social Security Number   
 DEPARTMENT OF THE TREASURY         --------------------------------------     OR Employer Identification Number  
 INTERNAL REVENUE SERVICE           Name                                       --------------------------------   
                                                                                (If awaiting TIN,                 
 PAYOR'S REQUEST FOR                --------------------------------------      write "Applied For")              
 TAXPAYER IDENTIFICATION            Business Name                              ---------------------------------  
 NUMBER (TIN)                                                                  PART II -- For Payees exempt from  
                                    Please check appropriate box:               backup withholding, see the       
                                      [ ] Individual/Sole Proprietor            enclosed Guidelines for           
                                      [ ] Corporation                           Certification of Taxpayer         
                                      [ ] Partnership  [ ] Other                Identification Number on          
                                                                 ---------      Substitute Form W-9, check the    
                                                                                exempt box below, and complete    
                                   ---------------------------------------      the Form W-9.                     
                                    Address                                                                       
                                                                                Exempt [ ]                        
                                   ---------------------------------------                                        
                                    City, State, Zip Code
--------------------------------------------------------------------------------------------------------
</TABLE>
 
 CERTIFICATION. Under 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 either because (a) I am exempt from
     backup withholding, or (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.
 
 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.)
--------------------------------------------------------------------------------
 
 SIGNATURE:   DATE:  _____________________ , 199__
--------------------------------------------------------------------------------
 
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. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INSTRUCTIONS.
 
      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
      THE PART 1 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 (1) 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 (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 payments of the purchase price made to me thereafter will be withheld
until I provide a number.
 
SIGNATURE:                                             DATE: 
          ------------------------------------              ---------------,199_
--------------------------------------------------------------------------------
<PAGE>   11
 
                    The Information Agent for the Offer is:
 
                         Georgeson & Company Inc. logo
                               Wall Street Plaza
 
                            New York, New York 10005
                 Banks and Brokers Call Collect: (212) 440-9800
                         Call Toll-Free: (800) 223-2064
 
                      The Dealer Manager for the Offer is:
 
                           MORGAN STANLEY DEAN WITTER
                       Morgan Stanley & Co. Incorporated
                                 1585 Broadway
                            New York, New York 10036
                                 (212) 761-6863
