
<PAGE>   1
 
                             LETTER OF TRANSMITTAL
                                TO TENDER SHARES
                                       OF
                                  COMMON STOCK
                                       OF
 
                                  AMBAR, INC.
              PURSUANT TO THE OFFER TO PURCHASE DATED JULY 9, 1996
                                       BY
 
                             AI ACQUISITIONS CORP.
                            A CORPORATION FORMED BY
 
                                THE BEACON GROUP
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
  NEW YORK CITY TIME, ON MONDAY, AUGUST 5, 1996, UNLESS THE OFFER IS EXTENDED
 
                        The Depositary for the Offer is:
 
                       THE FIRST NATIONAL BANK OF BOSTON
 
<TABLE>
<S>                            <C>                            <C>
           By Mail:              By Facsimile Transmission:              By Hand:
 Shareholder Services Division         (617) 575-2232            BancBoston Trust Company
         P.O. Box 1889                 (617) 575-2233                   of New York
      Mail Stop 45-02-53         (For Eligible Institutions      55 Broadway, Third Floor
  Boston, Massachusetts 02105               Only)                   New York, New York
        (617) 575-3120
                               Confirm Facsimile by Telephone:      By Overnight Courier:
                                       (617) 575-3120           The First National Bank of
                                   (For Confirmation Only)                Boston
                                                               Shareholder Services Division
                                                                     150 Royall Street
                                                                    Mail Stop: 45-02-53
                                                                Canton, Massachusetts 02021
</TABLE>
 
     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.
 
     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
 
     This Letter of Transmittal is to be completed by stockholders if
certificates for Shares (as defined in the Offer to Purchase, dated July 9, 1996
(the "Offer to Purchase")) are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, if tenders of shares
are made by book-entry transfer to an account maintained by The First National
Bank of Boston (the "Depositary") at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust
Company ("PDTC") (each a "Book-Entry Transfer Facility" and collectively
referred to as the "Book-Entry Transfer Facilities"), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase. Stockholders who tender Shares
by book-entry transfer are referred to herein as "Book-Entry Stockholders".
 
     Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase), must tender their
Shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2.
 
NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER.
       PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE>   2
 
/ / CHECK HERE IF TENDERED COMMON 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 Book-Entry Transfer Facility:
                     / /     The Depository Trust Company
                     / /     Midwest Securities Trust Company
                     / /     Philadelphia Depository Trust Company
 
              Account No.   Transaction Code No.
 
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
    DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
    PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
              Name(s) of Registered Holder(s):
 
              Window Ticket Number (if any):
 
              Date of Execution of Notice of Guaranteed Delivery:
 
              Name of Institution which Guaranteed Delivery:
 
              If delivered by book-entry transfer, check box of Applicable
              Book-Entry Transfer Facility:
                     / /     The Depository Trust Company
                     / /     Midwest Securities Trust Company
                     / /     Philadelphia Depository Trust Company
 
              Account No.   Transaction Code No.
 
<TABLE>
<S>                                              <C>             <C>             <C>
- ------------------------------------------------------------------------------------------------
                                 DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)             SHARE CERTIFICATE(S) AND
 (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)                  SHARE(S) TENDERED
       APPEAR(S) ON SHARE CERTIFICATE(S)             (ATTACH ADDITIONAL LIST, IF NECESSARY)
- ------------------------------------------------------------------------------------------------
                                                                  TOTAL NUMBER
                                                                    OF SHARES
                                                      SHARE        REPRESENTED      NUMBER OF
                                                   CERTIFICATE      BY SHARE         SHARES
                                                   NUMBER(S)*    CERTIFICATE(S)*   TENDERED**
- ------------------------------------------------------------------------------------------------
                                                 -----------------------------------------------
                                                 -----------------------------------------------
                                                 -----------------------------------------------
                                                 -----------------------------------------------
                                                  Total Shares
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
  * Need not be completed by Book-Entry Stockholders.
 ** Unless otherwise indicated, it will be assumed that all Shares represented by certificates
    delivered to the Depositary are being tendered. See Instruction 4.
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   3
 
LADIES AND GENTLEMEN:
 
     The undersigned hereby tenders to AI Acquisitions Corp. (the "Purchaser"),
a Delaware corporation formed by The Beacon Group, a New York partnership, the
described shares of Common Stock, par value $.01 per share (the "Shares"), of
AMBAR, Inc., a Delaware corporation (the "Company"), at a price of $18 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 July 9, 1996
(the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together with the Offer to Purchase constitute the
"Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to AI Partners L.P.
("Parent"), a Delaware limited partnership that owns all of the outstanding
capital stock of Purchaser, or one or more of Parent's subsidiaries or
affiliates, the right to purchase all or any portion of the Shares tendered
pursuant to the Offer.
 
     Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all of the Shares that are being tendered hereby
and any and all dividends on the Shares or any distribution (including, without
limitation, the issuance of additional Shares pursuant to a stock dividend or
stock split, the issuance of other securities or the issuance of rights for the
purchase of any securities) with respect to the Shares that is declared or paid
by the Company on or after July 2, 1996 and is payable or distributable to
stockholders of record on a date prior to the transfer into the name of the
Purchaser or its nominees or transferees on the Company's stock transfer records
of the Shares purchased pursuant to the Offer (a "Distribution"), and
constitutes and irrevocably appoints the Depositary the true and lawful agent,
attorney-in-fact and proxy of the undersigned to the full extent of the
undersigned's rights with respect to such Shares (and any Distributions) with
full power of substitution (such power of attorney and proxy being deemed to be
an irrevocable power coupled with an interest), to (i) deliver Share
Certificates (and any Distributions) or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facilities, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of the Purchaser upon receipt by the Depositary, as the
undersigned's agent, of the purchase price, (ii) present 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 Shares
(and any Distributions), all in accordance with the terms and subject to the
conditions of the Offer.
 
     The undersigned hereby irrevocably appoints Robert F. Semmens, Harold W.
Pote and Faith Rosenfeld and each of them individually, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney and proxy or his or her substitute shall, in
his or her sole discretion, deem proper, and otherwise act (including pursuant
to written consent) with respect to all of the Shares tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote or
action (and any Distributions) which the undersigned is entitled to vote at any
meeting of stockholders (whether annual or special and whether or not an
adjourned or postponed meeting) of the Company, or by consent in lieu of such
meeting, or otherwise. This power of attorney and proxy is coupled with an
interest in the tendered Shares and is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by the Purchaser in accordance with the terms of the Offer. Such
acceptance for payment shall revoke, without further action, any other power of
attorney or proxy granted by the undersigned at any time with respect to the
Shares (and any Distributions) and no subsequent powers of attorney or proxies
will be given (and if given will be deemed not to be effective) with respect
thereto by the undersigned. The undersigned understands that the Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of such
Shares, the Purchaser or its designees is able to exercise full voting rights
with respect to such Shares and other securities, including voting at any
meeting of stockholders.
 
     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
<PAGE>   4
 
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, security interests and encumbrances and the same will not
be subject to any adverse claim. The undersigned, upon request, will execute and
deliver all 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 any Distributions). In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all other Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be entitled to
all rights and privileges as owner of any such Distributions, and may withhold
the entire purchase price or deduct from the purchase price of Shares tendered
hereby the amount or value thereof, as determined by the Purchaser in its sole
discretion.
 
     All authority herein conferred or herein agreed to be conferred shall not
be affected by, and shall survive, the death or incapacity of the undersigned
and any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned. 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.
 
     Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates not tendered or accepted for payment in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
Share Certificates not tendered or accepted for payment (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature. In the event that either or 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 to, the
person or persons so indicated. The undersigned recognizes that the Purchaser
has no obligation pursuant to the "Special Payment Instructions" to transfer any
Shares from the name of the registered holder thereof if the Purchaser does not
accept for payment any of such Shares.
<PAGE>   5
 
        ---------------------------------------------------------------
 
                          SPECIAL PAYMENT INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
   To be completed ONLY if Share Certificates not tendered or not purchased
   and/or the check for the purchase price of Shares purchased are to be
   issued in the name of someone other than the undersigned.
 
   Issue check and/or certificates to:
 
   Name: --------------------------------------------------------------------
                                 (PLEASE PRINT)
 
   Address: -----------------------------------------------------------------
 
        ---------------------------------------------------------------
 
        ---------------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
        ---------------------------------------------------------------
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                        (SEE SUBSTITUTE FORM W-9 BELOW)
 
        ---------------------------------------------------------------
        ---------------------------------------------------------------
 
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
   To be completed ONLY if Share Certificates not tendered or not purchased
   and/or the check for the purchase price of Shares purchased are to be sent
   to someone other than the undersigned, or to the undersigned at an address
   other than that shown on the front cover.
 
   Mail check and/or certificates to:
 
   Name: --------------------------------------------------------------------
                                 (PLEASE PRINT)
 
   Address: -----------------------------------------------------------------
 
        ---------------------------------------------------------------
 
        ---------------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
        ---------------------------------------------------------------
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
 
        ---------------------------------------------------------------
<PAGE>   6
 
- --------------------------------------------------------------------------------
                                   SIGN HERE                                SIGN
 
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)               HERE
             X
             -------------------------------------------------------------------
 
             X
             ------------------------------------------------------
                           (SIGNATURE(S) OF OWNER(S))
 
             Dated:
             ------------------------------------------------------
 
             (Must be signed by the registered holder(s) exactly as
             name(s) appear(s) on the Share Certificate(s) or on a
             security position listing or by person(s) authorized
             to become registered holder(s) by certificates and
             documents transmitted herewith. If signature is by
             trustees, executors, administrators, guardians,
             attorneys-in-fact, officers of corporations or others
             acting in a fiduciary or representative capacity,
             please provide the following information. See
             Instruction 5.)
 
             Name(s):----------------------------------------------
 
             ------------------------------------------------------
                                 (PLEASE PRINT)
 
             Capacity (Full Title):
             ------------------------------------------------------
 
             Address:
             ------------------------------------------------------
 
             ------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
             Area Code and Telephone Number:
             ------------------------------------------------------
 
             Tax Identification or Social Security No.:
             ------------------------------------------------------
                                    (SEE SUBSTITUTE FORM W-9 BELOW)
 
                           GUARANTEE OF SIGNATURE(S)
                   (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
 
             Authorized Signature(s):
             ------------------------------------------------------
 
             Name:
             ------------------------------------------------------
 
             Name of Firm:
             ------------------------------------------------------
 
             Address:
             ------------------------------------------------------
 
             ------------------------------------------------------
 
             ------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
             Area Code and Telephone Number:
             ------------------------------------------------------
 
             Dated:
             ------------------------------------------------------
 
- --------------------------------------------------------------------------------
<PAGE>   7
 
                                  INSTRUCTIONS
 
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
     1. GUARANTEE OF SIGNATURES.  No signature guarantee on this Letter of
Transmittal is required (a) if this Letter of Transmittal is signed by the
registered holder of the Shares tendered herewith, unless such holder has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" or (b) if such Shares are tendered for
the account of a bank or trust company in the United States or by a firm that is
a member of the National Association of Securities Dealers, Inc. or of a
registered national securities exchange (an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed by
a financial institution which is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program. See Instruction 5.
 
     2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.  This Letter of
Transmittal is to be used if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Share Certificates, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility, as well as this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in 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 at
one of its addresses set forth herein prior to the Expiration Date and, if
later, stockholders who cannot deliver their Share Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedures for delivery by book-entry transfer on a timely basis
must 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: (a) such tender
must be made by or through an Eligible Institution; (b) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Purchaser, must be received by the Depositary on or prior to
the Expiration Date; and (c) the Share Certificates (or a Book-Entry
Confirmation) representing all tendered Shares, in proper form for transfer
together with a properly completed and duly executed Letter of Transmittal (or a
facsimile hereof), with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
NASDAQ National Market ("NNM") trading days after the date of execution of such
Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase.
If Share Certificates are forwarded separately to the Depositary, a properly
completed and duly executed Letter of Transmittal (or facsimile hereof) must
accompany each such delivery.
 
     THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
 
     No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal or facsimile
hereof, waive any right to receive any notice of the acceptance of their Shares
for payment.
 
     3. INADEQUATE SPACE.  If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares and any other required information should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
<PAGE>   8
 
     4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).  If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new certificate(s) for
the remainder of the Shares that were evidenced by your old certificate(s) will
be sent to you, unless otherwise provided in the appropriate box marked "Special
Payment Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
 
     5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
 
     If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
 
     If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
 
     If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
 
     If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or purchased are to be issued in the name
of, a person other than the registered holder(s). Signatures on such Share
Certificates or stock powers must be guaranteed by an Eligible Institution.
 
     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares listed, the Share Certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificates. Signatures on such Share Certificates or stock powers must be
guaranteed by an Eligible Institution.
 
     6. STOCK TRANSFER TAXES.  Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or purchased are to be registered in the
name of, any person other than the registered holder, or if tendered Share
Certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder 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 SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.
 
     7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.  If a check is to be issued
in the name of and/or certificates for unpurchased Shares are to be returned to
a person other than the signer of this Letter of Transmittal or if a check is to
be sent and/or such Share Certificates are to be returned to someone other than
the signer of this Letter of Transmittal or to an address other than that shown
on the front cover hereof, the appropriate boxes on this Letter of Transmittal
should be completed. See Instruction 1.
<PAGE>   9
 
     8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions and requests
for assistance may be directed to the Information Agent at its address or
telephone number set forth below. Requests for additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to Georgeson & Company
Inc., the Information Agent for the offer, or to brokers, dealers, commercial
banks or trust companies.
 
     9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.  Under U.S. Federal income
tax law, a stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Depositary is
not provided with the correct TIN, the Internal Revenue Service may subject the
stockholder or other payee to a $50 penalty. In addition, payments that are made
to such stockholder or other payee with respect to Shares purchased pursuant to
the Offer may be subject to 31% backup withholding.
 
     Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
 
     If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
 
     The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
 
     10. LOST, DESTROYED OR STOLEN CERTIFICATES.  If any certificate(s)
representing Shares has (have) been lost, destroyed or stolen, the stockholder
should promptly notify the Transfer Agent for the Company, American Stock
Transfer & Trust Company. The stockholder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.
 
     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) OR AN
AGENT'S MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON
OR PRIOR TO THE EXPIRATION DATE.
<PAGE>   10
 
                 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
                              (SEE INSTRUCTION 9)
 
<TABLE>
<S>                        <C>                                           <C>
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: The First National Bank of Boston
- ------------------------------------------------------------------------------------------------------------------
                            Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
                            RIGHT AND CERTIFY BY SIGNING AND DATING        ----------------------------------------
                            BELOW.                                                           Social Security Number
                                                                                                                 or
                                                                           ----------------------------------------
                                                                                     Employer Identification Number
                           ---------------------------------------------------------------------------------------
                            Part 2--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 because: (a) I am exempt from backup
                                withholding, or (b) I have not been notified by the Internal Revenue Service (the 
                                "IRS") that I am subject to backup withholding as a result of a failure to report
                                all interest or dividends, or (c) the IRS has notified me that I am no longer
                                subject to backup withholding.
                            Certification Instructions--You must cross out item (2) above if you have been notified
                            by the IRS that you are currently subject to backup withholding because of
                            under-reporting interest or dividends on your tax return. However, if after being
                            notified by the IRS that you were subject to backup withholding, you received another
                            notification from the IRS that you are no longer subject to backup withholding, do not
                            cross out such Item (2).
                           ---------------------------------------------------------------------------------------
                            SIGNATURE                 DATE                                 Part 3--Awaiting TIN / /
                           ----------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
     NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
<TABLE>
<S>                        <C>                                           <C>
  SUBSTITUTE
  FORM W-9
  DEPARTMENT OF THE
  TREASURY INTERNAL
  REVENUE SERVICE
  PAYER'S REQUEST FOR
  TAXPAYER IDENTIFICATION
  NUMBER (TIN)
</TABLE>
<PAGE>   11
 
           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                   THE BOX IN PART 3 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 reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
 
Signature                                   Date                            1996
- ------------------------------------------- ------------------------------------
 
     Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each stockholder
of the company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at its address set forth below:
 
                        The Depositary for the Offer is:
 
                       THE FIRST NATIONAL BANK OF BOSTON
<TABLE>
<S>                        <C>                                           <C>
         By Mail:                    By Facsimile Transmission:                    By Hand:
Shareholder Services Division              (617) 575-2232                  BancBoston Trust Company
        P.O. Box 1889                      (617) 575-2233                        of New York
      Mail Stop 45-02-53          (For Eligible Institutions Only)         55 Broadway, Third Floor
 Boston, Massachusetts 02105                                                  New York, New York
        (617) 575-3120
                                  Confirm Facsimile by Telephone:           By Overnight Courier:
                                           (617) 575-3120             The First National Bank of Boston
                                      (For Confirmation Only)           Shareholder Services Division
                                                                              150 Royall Street
                                                                             Mail Stop: 45-02-53
                                                                         Canton, Massachusetts 02021
</TABLE>
 
     Any questions or requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of the
Offer to Purchase, this Letter of Transmittal and other tender offer materials
may be obtained from the Information Agent as set forth below, and will be
furnished promptly at the Purchaser's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
 
                    The Information Agent for the Offer is:
 
                               (GEORGESON LOGO)
 
                               Wall Street Plaza
                            New York, New York 10005
 
                 Banks and Brokers Call Collect (212) 440-9800
                         Call Toll-Free: (800) 223-2064
