<Page>
EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
PRESERVER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 14, 2002
THE OFFER, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FEBRUARY 14, 2002, UNLESS THE
OFFER IS EXTENDED.
TO: FIRST UNION NATIONAL BANK, THE TENDERING AGENT
<Table>
<Caption>
BY MAIL COURIER BY HAND BY OVERNIGHT COURIER OR OTHER
First Union National Bank First Union National Bank First Union National Bank
Corporate Trust Operations 599 Lexington Avenue, 22nd Floor Corporate Trust Operations
Att: Corporate Actions Dept. New York, NY 10022 Att: Corporate Actions Dept.
1525 West W.T. Harris Blvd., 3C3 Customer Service Phone # 1525 West W.T. Harris Blvd., 3C3
Charlotte, NC- 28288-1153 1-800-829-8432 Charlotte, NC 28262-1153
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN 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 used only (a) if you desire to effect the
tender transaction yourself, (b) if you intend to request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you and the common stock of Preserver Group, Inc. (the "Company"), par value
$0.50 per share (the "Shares"), are not registered in the name of such broker,
dealer, commercial bank, trust company or other nominee, or (c) by a broker,
dealer, commercial bank, trust company or other nominee effecting the
transaction as a registered owner or on behalf of a registered owner. A properly
completed and duly executed Letter of Transmittal (or photocopy thereof bearing
original signature(s) and any required signature guarantees), any certificates
representing Shares tendered and any other documents required by this Letter of
Transmittal should be mailed or delivered to the Tendering Agent at the
appropriate address set forth herein and must be received by the Tendering Agent
prior to 5:00 p.m., New York City time, on February 14, 2002, or such later time
and date to which the Offer is extended.
Shareholders whose shares certificates are not immediately available (or who
cannot follow the procedure for book-entry transfer on a timely basis) or who
cannot transmit this Letter of Transmittal and all other required documents to
the Tendering Agent before the Expiration Date (as defined in THE TENDER OFFER -
SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE OF THE OFFER TO PURCHASE) may
nevertheless tender their Shares according to the guaranteed delivery procedure
set forth in THE TENDER OFFER - SECTION 3. PROCEDURES FOR TENDERING SHARES of
the Offer to Purchase. See Instruction 2.
DELIVERY OF THE LETTER OF TRANSMITTAL AND THE OTHER REQUIRED DOCUMENTS TO THE
DEPOSITORY TRUST COMPANY (DTC) DOES NOT CONSTITUTE DELIVERY TO THE TENDERING
AGENT.
ACCORDING TO OUR SHAREHOLDER RECORDS, THE NUMBER OF SHARES YOU SHOULD DELIVER IS
INDICATED ON THE LABEL. IF THE SHARE AMOUNT, NAME OR ADDRESS IS NOT CORRECT,
INDICATE THE NECESSARY CHANGES.
<Page>
/ / PLEASE CHECK HERE IF ANY OF YOUR CERTIFICATES ARE LOST. INFORMATION
REGARDING LOST CERTIFICATES WILL BE FORWARDED TO YOU.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ----------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------- -------------------------------------------------------------
NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
(NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -------------------------------------------------------------- -------------------- --------------------- ------------------
- -------------------------------------------------------------- -------------------- --------------------- ------------------
- -------------------------------------------------------------- -------------------- --------------------- ------------------
TOTAL SHARES
- -------------------------------------------------------------- -------------------- --------------------- ------------------
</Table>
* Need not be completed if Shares are delivered by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by
any certificates delivered to the Tendering Agent are being tendered. See
Instruction 4.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE TENDERING AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
NAME OF TENDERING INSTITUTION: _________________________________________________
DTC PARTICIPANT NUMBER: ________________________________________________________
TRANSACTION CODE NUMBER: _______________________________________________________
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TENDERING AGENT AND
COMPLETE THE FOLLOWING:
NAME(S) OF THE TENDERING SHAREHOLDER(S): _______________________________________
WINDOW TICKET NUMBER (IF ANY): _________________________________________________
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY: ____________________________
NAME OF ELIGIBLE INSTITUTION WHICH GUARANTEED DELIVERY: ________________________
DTC PARTICIPANT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER): __________________
TRANSACTION CODE NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER): _________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
2
<Page>
Ladies and Gentlemen:
The undersigned hereby tenders to Preserver Group, Inc., a New Jersey
corporation (the "Company"), the above-described Shares of Company Common Stock,
par value $0.50 per share, (the "Shares"), at a price of $7.75 per Share (the
"Purchase Price"), net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 14, 2002 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer").
Subject to and effective upon acceptance for payment of the Shares tendered
herewith in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all the Shares
tendered hereby, or orders the registration of such Shares delivered by
book-entry transfer, that are purchased pursuant to the Offer and hereby
irrevocably constitutes and appoints the tendering agent for the Offer, First
Union National Bank (the "Tendering Agent"), the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to:
(a) deliver certificates for such Shares, or transfer ownership of such Shares
on the account books maintained by The Depository Trust Company (DTC), together,
in any such case, with all accompanying evidence of transfer and authenticity,
to or upon the order of the Company, upon receipt by the Tendering Agent, as the
undersigned's agent, of the Purchase Price with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer of such
Shares on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned owns the Shares tendered hereby within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has
full power and authority to validly tender, sell, assign and transfer the Shares
tendered hereby;
(b) the tender of Shares by the undersigned complies with Rule 14e-4;
(c) when and to the extent the Company accepts the Shares for purchase, the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim;
(d) on request, the undersigned will execute and deliver any additional
documents the Tendering Agent or the Company deems necessary or desirable to
complete the assignment, transfer and purchase of the Shares tendered hereby;
and
(e) the undersigned has read and agrees to all the terms of the Offer.
The undersigned understands that all Shares properly tendered and not withdrawn
will be purchased at $7.75 per Share (or such other price that may be set forth
in an amendment to the Offer), net to the seller in cash, upon the terms and
subject to the conditions of the Offer, including that at least 676,140 Shares
are tendered.
The undersigned understands that tenders of Shares pursuant to any one of the
procedures described in The Tender Offer - Section 3 Procedures for Tendering
Shares of the Offer to Purchase and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company 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 Company may terminate or amend the Offer or may not be
required to accept for payment any of the Shares tendered herewith.
All authority conferred or agreed to be conferred in this Letter of Transmittal
shall survive the death or incapacity of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer, this tender is irrevocable.
3
<Page>
Unless otherwise indicated under Special Payment Instructions, please issue the
check for the aggregate Purchase Price and/or return or issue the certificate(s)
evidencing any 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 aggregate Purchase Price and/or the certificate(s)
evidencing any Shares not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under Description of Shares Tendered. In the event that both the
Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the aggregate Purchase Price and/or issue
or return the certificate(s) evidencing any Shares not tendered or accepted for
payment in the name(s) of, and deliver said check and/or certificate(s) to, the
person or persons so indicated. In the case of book-entry delivery of Shares,
please credit the account maintained at DTC with any Shares not accepted for
payment. The undersigned recognizes that the Company has no obligation pursuant
to the Special Payment Instructions to transfer any Shares from the name(s) of
the registered holder(s) thereof if the Company does not accept for payment any
of the Shares so tendered.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<Table>
SPECIAL DELIVERY INSTRUCTIONS SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 8) (SEE INSTRUCTIONS 1, 4, 5, 6, 7 AND 8
To be completed ONLY if the check for the aggregate To be completed ONLY if the check for the aggregate
Purchase Price of Shares purchased and/or certificates for Shares Purchase Price of Shares purchased and/or certificates for
not tendered or not purchased are to be mailed to someone other Shares not tendered or not purchased are to be issued in the
than the undersigned or to the undersigned at an address other name of someone other than the undersigned.
than that shown below the undersigned's signature.
Mail Issue any
/ / check and/or__ / / check and/or
/ / certificates to: / / certificates to:
Name______________________________________ Name_______________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address_____________________________________ Address_____________________________________
____________________________________________ ____________________________________________
____________________________________________ ____________________________________________
(PLEASE INCLUDE ZIP CODE) (PLEASE INCLUDE ZIP CODE)
____________________________________________ ____________________________________________
(TAXPAYER IDENTIFICATION NUMBER) (TAXPAYER IDENTIFICATION NUMBER)
</Table>
4
<Page>
SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
SIGNATURE(S) OF OWNER(S)
NAME(S) ........................................................................
(Please Print)
CAPACITY (FULL TITLE)
ADDRESS ........................................................................
(Include Zip Code)
AREA CODE AND TELEPHONE NUMBER..................................................
TAXPAYER IDENTIFICATION NUMBER..................................................
(See Instruction 11)
DATED:..........................................................................
(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 A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
ATTORNEY-IN-FACT, AGENT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A
FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH FULL TITLE. SEE
INSTRUCTION 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
AUTHORIZED SIGNATURE:...........................................................
NAME:...........................................................................
(Please Print)
TITLE:..........................................................................
NAME OF FIRM: ..................................................................
ADDRESS:........................................................................
(Include Zip Code)
AREA CODE AND TELEPHONE NUMBER:.................................................
DATED:..........................................................................
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required by law to provide the Tendering Agent with such
shareholder's correct taxpayer identification number (TIN) on the Substitute
Form W-9 below. If the Tendering shares is not provided with the correct TIN,
the Internal Revenue Service may subject the shareholder or other payee to a $50
penalty. In addition, payments that are made to such shareholder or other payee
with respect to Shares purchased pursuant to the
5
<Page>
Offer may be subject to 30% backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements and should indicate their status by writing exempt across the face
of the Substitute Form W-9. In order for a foreign individual to qualify as an
exempt recipient, the shareholder must submit a Form W-8BEN, signed under
penalties of perjury, attesting to that individual's exempt status. A Form
W-8BEN can be obtained from the Tendering Agent. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
more instructions.
If backup withholding applies, the Tendering Agent is required to withhold 30%
of any such payments to be made to the shareholder 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
backup withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service, PROVIDED that the required information is
given to the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Tendering Agent will
withhold 30% on all payments made prior to the time a properly certified TIN is
provided to the Tendering Agent.
The shareholder is required to give the Tendering Agent 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 certificates evidencing the Shares. If the Shares are
registered in more than one name or are not registered 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.
PAYER'S NAME:__________________________________
[Print Name]
<Table>
- ---------------------------------------- ---------------------------------------------------------- ------------------------------
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND Social Security Number(s)
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW
or
Employer Identification
Number(s)
DEPARTMENT OF THE TREASURY INTERNAL PART 2 - Certification--Under penalties of perjury, I PART 3--
REVENUE SERVICE certify that: Awaiting TIN
(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) PART 4 -
I am exempt from backup withholding or (b) I have Exempt TIN
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.
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you have not
IDENTIFICATION NUMBER (TIN) been notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax returns. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup withholding,
do not cross out such item (2). If you are exempt from backup withholding, check the box
in Part 4 above.
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
6
<Page>
SIGNATURE_______________________________________________________________________
DATE____________________________________________________________________________
- --------------------------------------------------------------------------------
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 (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
OFFICE OR (B) I INTEND TO MAIL OR DELIVER SUCH AN APPLICATION IN THE NEAR
FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER
TO THE TENDERING AGENT, 30% OF ALL REPORTABLE PAYMENTS MADE TO ME WILL BE
WITHHELD, BUT WILL BE REFUNDED TO ME IF I PROVIDE A CERTIFIED TAXPAYER
IDENTIFICATION NUMBER WITHIN 60 DAYS.
- --------------------------------------------------------------------------------
SIGNATURE_______________________________________________________________________
DATE____________________________________________________________________________
- --------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS SUBTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 30% 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 INFORMATION.
7
<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need not be
guaranteed if (a) this Letter of Transmittal is signed by the registered owner
of the Shares (which term, for purposes of this document, shall include any
participant in DTC whose name appears on a security position listing as the
owner of Shares) tendered herewith and such owner has not completed either of
the boxes entitled Special Payment Instructions or Special Delivery Instructions
on this Letter of Transmittal or (b) such Shares are tendered for the account of
an Eligible Institution. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by a financial institution (including most banks,
savings and loan associations, and brokerage houses) that is a participant in
the Securities Transfer Agents Medallion Program, the NASDAQ Medallion Signature
Program or the Stock Exchanges Medallion Program (each such entity being
hereinafter referred to as an Eligible Institution). See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be used only if (a) certificates are to be
forwarded with it to the Tendering Agent or (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedure set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer of all Shares delivered electronically
into the Tendering Agent's account at DTC, together in each case with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), with any required signature guarantees, and any other
documents required by this Letter of Transmittal, must be received by the
Tendering Agent at one of its addresses set forth on the front page of this
Letter of Transmittal before the Expiration Date (as defined in the Offer to
Purchase). Delivery of documents to DTC does not constitute delivery to the
Tendering Agent.
Shareholders whose certificates are not immediately available (or who cannot
follow the procedures for book-entry transfer on a timely basis) or who cannot
transmit this Letter of Transmittal and all other required documents to reach
the Tendering Agent before the Expiration Date, may nevertheless tender their
Shares pursuant to the guaranteed delivery procedure 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) the Tendering Agent must receive (by
hand, mail or facsimile transmission), before the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form the Company has provided with the Offer to Purchase and (c) the
certificates for all tendered Shares in proper form for transfer (or
confirmation of a book-entry transfer of all such Shares into the Tendering
Agent's account at DTC), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Tendering Agent within three NASDAQ trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in The Tender Offer -
Section 3. Procedures for Tendering Shares of the Offer to Purchase.
The method of delivery of all documents, including share certificates, the
Letter of Transmittal and any other required documents, is at the election and
risk of the tendering shareholder. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
a manually signed facsimile thereof), each tendering shareholder waives any
right to receive any notice of the acceptance of such shareholder's tender.
3. INADEQUATE SPACE. If the space provided in the box entitled Description of
Shares Tendered is inadequate, the certificate numbers and/or the number of
Shares should be listed on a separate signed schedule and attached to this
Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders who
deliver Shares by book-entry transfer). If fewer than all the Shares evidenced
by any certificate delivered to the Tendering Agent are to be tendered, fill in
the number of Shares that are to be tendered in the box entitled Number of
Shares Tendered. If such Shares are purchased, a new certificate for the
remainder of the Shares evidenced by the old certificate(s) will be sent to and
in the name of the registered holder(s) (unless otherwise specified by such
holder(s) having completed either of the boxes entitled Special Delivery
Instructions or Special Payment Instructions on this Letter of Transmittal) as
soon as practicable following the expiration or termination of the Offer. All
Shares represented by the certificate(s) listed and delivered to the Tendering
Agent will be deemed to have been tendered unless otherwise indicated.
8
<Page>
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS; AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered herewith, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificates without any change
whatsoever.
(b) If any of the Shares tendered herewith are registered in the names of two or
more joint owners, each such owner must sign this Letter of Transmittal.
(c) If any of the Shares tendered herewith are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
(d) If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered herewith, no endorsements of certificates or separate share
powers are required unless payment is to be made and/or certificates for Shares
not tendered or not purchased are to be issued to a person other than the
registered holder(s). If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Shares tendered herewith, however, the
certificates must be endorsed or accompanied by appropriate share powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear on
the certificates for such Shares. Signatures on any such certificates or share
powers must be guaranteed by an Eligible Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or share powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted.
6. STOCK TRANSFER TAXES. The Company will pay 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 aggregate Purchase Price is to be made to, or
certificates for Shares not tendered or accepted for purchase are to be
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder or such person) payable on
account of the transfer to such person will be deducted from the aggregate
purchase price unless satisfactory evidence of payment of such taxes or
exemption therefrom is submitted.
7. IRREGULARITIES. All questions as to the number of Shares to be accepted and
the validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any or all tenders determined by
it not to be in proper form or the acceptance for payment of which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer (except as provided
in Section 10 of the Offer to Purchase) and any defect or irregularity in the
tender of any particular Shares. The Company's interpretation of the terms and
conditions of the Offer (including these instructions) shall be final and
binding on all parties. No tender of Shares will be deemed properly made until
all defects or irregularities have been cured or waived. None of the Company,
the Tendering Agent, the Information Agent or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the aggregate
Purchase Price of any Shares purchased is to be issued to, or any Shares not
tendered or not purchased are to be returned in the name of, a person other than
the person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
in the box entitled Descriptions of Shares Tendered, the boxes entitled Special
Payment Instructions and/or Special Delivery Instructions on this Letter of
Transmittal should be completed.
9. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of the Offer to Purchase, this Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Information Agent at its
addresses or telephone number set forth below.
10. SUBSTITUTE FORM W-9. Except as provided above under Important Tax
Information, each tendering shareholder is required to provide the Tendering
Agent with a correct TIN on Substitute Form W-9 which is provided under
Important Tax Information above. Failure to provide the information on the form
may subject the tendering shareholder to a $50 penalty and a 30% Federal back-up
9
<Page>
withholding tax may be imposed on the payments made to the shareholder or other
payee with respect to Shares purchased pursuant to the Offer.
11. NON-U.S. SHAREHOLDER WITHHOLDING. Non-U.S. shareholders should note that the
30% U.S. withholding tax generally applicable to distributions by U.S.
corporations should not apply to the proceeds payable pursuant to the Offer
(however, as indicated above under Important Tax Information, U.S. Federal
backup withholding tax may be applicable).
Manually signed facsimile copies of this 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 shareholder of the Company or such shareholder's broker,
dealer, commercial bank, trust company or other nominee to the Tendering Agent
at one of its addresses set forth below.
THE TENDERING AGENT FOR THE OFFER IS:
FIRST UNION NATIONAL BANK
BY MAIL OR OVERNIGHT COURIER:
FIRST UNION NATIONAL BANK
CORPORATE TRUST OPERATIONS
ATT: CORPORATE ACTIONS DEPARTMENT
1525 WEST W.T. HARRIS BLVD., 3C3
CHARLOTTE, NC 28288-1153
NEW YORK HAND DELIVERIES:
FIRST UNION NATIONAL BANK
598 LEXINGTON AVENUE, 22ND FLOOR
NEW YORK, NY 10022
TEL: (212) 839-7500
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 PARK AVENUE, 5TH FLOOR
NEW YORK, NEW YORK 10022
FOR INFORMATION:
CALL COLLECT: (212) 754-8000
BANKS AND BROKERS CALL: (800) 654-2468
SHAREHOLDERS PLEASE CALL: (800) 607-0088
E-MAIL ADDRESS: PRES.INFO@MORROWCO.COM
Any questions or requests for assistance or for additional copies of the Offer
to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent. Shareholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
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