OFFER TO PURCHASE FOR CASH

S & K FAMOUS BRANDS, INC.

UP TO 1,818,181 SHARES OF ITS COMMON STOCK AT A
PURCHASE PRICE OF $11.00 PER SHARE

- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., EASTERN TIME, ON APRIL 26, 2002
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

S & K Famous Brands, Inc., a Virginia corporation ("S & K" or the "Company"),
invites its stockholders to tender shares of its common stock, par value $.50
per share, to the Company at a price of $11.00 per share in cash, upon the terms
and subject to the conditions set forth in this offer to purchase and the
related letter of transmittal, which together constitute the "offer." We will
pay $11.00 per share, net to the seller in cash, for up to 1,818,181 shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
of the offer, including the proration terms. We reserve the right, in our sole
discretion, to purchase more than 1,818,181 shares under the offer. Whenever
this offer refers to rights "we" have, actions "we" may take or similar matters,
it is referring to rights or actions of the Company.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE
OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.

S & K's common stock is listed and principally traded on the NASDAQ National
Market System ("NASDAQ") under the symbol "SKFB." On March 26, 2002, the day the
Company's Board of Directors authorized the offer, the last reported sale price
for our common stock on NASDAQ was $9.30 per share. STOCKHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. See Section 7 for historical
share price ranges.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. THE
COMPANY HAS BEEN ADVISED THAT SOME OF ITS DIRECTORS AND EXECUTIVE OFFICERS WHO
OWN SHARES INTEND TO TENDER SHARES IN THE OFFER.

------------------------
The date of this Offer to Purchase is March 28, 2002.

IMPORTANT

Except as described below, stockholders of the Company desiring to accept the
offer should either:

1. complete and sign the letter of transmittal in accordance with the
instructions in the letter of transmittal, mail or deliver it with
any required signature guarantee and any other required documents to
Mellon Investor Services LLC, as the depositary, and either mail or
deliver the stock certificates for such shares to the depositary,
with the other documents, or follow the procedure for book-entry
delivery set forth in Section 3, or

2. request their broker, dealer, commercial bank, trust company or
other nominee to effect transaction for them.

Stockholders having shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker,
dealer, commercial bank, trust company or other nominee if they desire to tender
their shares. Stockholders who desire to tender shares and whose share
certificates are not immediately available, who cannot comply with the procedure
for book-entry transfer on a timely basis, or whose other required documentation
cannot be delivered to the depositary by the expiration of the offer should
tender their shares by following the procedures for guaranteed delivery set
forth in Section 3. FOR SHARES TO BE PROPERLY TENDERED, THE DEPOSITARY MUST
RECEIVE A PROPERLY COMPLETED LETTER OF TRANSMITTAL ON A TIMELY BASIS.

If you have any questions or requests for assistance or for additional copies of
this offer to purchase, the letter of transmittal or the notice of guaranteed
delivery, please call Mellon Investor Services LLC, the information agent, at
1-800-279-1247.

WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES IN THE
OFFER. WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS ABOUT THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. YOU SHOULD NOT RELY ON ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS AS HAVING BEEN
AUTHORIZED BY US.

TABLE OF CONTENTS

Page

Summary Term Sheet ....................................................... 1

Introduction ............................................................. 7

The Offer ................................................................ 9

1. Number of Shares; Proration; Conditional Tenders ................... 9

2. Tenders By Owners Of Fewer Than 100 Shares ......................... 11

3. Procedure For Tendering Shares ..................................... 12

4. Withdrawal Rights .................................................. 16

5. Purchase Of Shares And Payment Of Purchase Price ................... 17

6. Conditions to the Offer ............................................ 18

7. Price Range Of Shares .............................................. 20

8. Background And Purpose Of The Offer; Certain Effects Of The Offer .. 20

9. Interests Of Directors And Executive Officers;
Transactions And Arrangements Concerning The Shares ................ 23

10. Source And Amount Of Funds ......................................... 27

11. Certain Information About The Company .............................. 27

12. Effect Of The Offer On The Market For Shares;
Registration Under The Exchange Act ................................ 29

13. Certain Legal Matters; Regulatory Approvals ........................ 30

14. Federal Income Tax Considerations .................................. 30

15. Extension Of The Offer; Termination; Amendment ..................... 34

16. Fees And Expenses .................................................. 35

17. Miscellaneous ...................................................... 36

iii

SUMMARY TERM SHEET

S & K Famous Brands, Inc. is offering to purchase up to 1,818,181 shares of its
common stock, par value $.50 per share, at a price, net to the seller in cash,
of $11.00 per share. This Summary Term Sheet will explain in a question and
answer format the important terms of the proposed transaction to you as an S & K
stockholder. This explanation will assist you in deciding whether to tender your
shares in response to the offer. This Summary Term Sheet serves only as an
introduction, and we urge you to read the remainder of this offer to purchase
and the accompanying letter of transmittal in order to inform yourself on the
details of the proposed tender offer. Cross-referenced text refers to sections
within this offer to purchase, unless otherwise noted.

WHO IS OFFERING TO BUY S & K COMMON STOCK?

S & K Famous Brands, Inc., a Virginia corporation, is offering to buy back its
own common stock in an issuer tender offer.

WHAT SECURITIES ARE BEING PURCHASED IN THE OFFER? HOW MUCH IS S & K OFFERING TO
PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to purchase up to 1,818,181 shares of common stock for $11.00
per share, net to you, in cash. See "Introduction" and Section 1 ("Number of
Shares; Proration; Conditional Tenders").

WHAT IS THE PURPOSE OF THE TENDER OFFER?

The Board has recommended the tender offer because:

o It provides stockholders who wish to sell their shares with an opportunity
to do so at a premium above recent market prices.

o It allows the Company to repurchase shares below their book value.

o It offers the potential for remaining stockholders to realize increases in
value.

Other purposes for the tender offer are set forth in "Introduction" and Section
8 ("Background And Purpose Of The Offer; Certain Effects Of The Offer").

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES? CAN S & K EXTEND THE
OFFER PAST THE INITIAL EXPIRATION DATE?

Our offer to purchase your shares expires at 5:00 p.m., Eastern time, on April
26, 2002.

We can extend the offer in our sole discretion. If we choose to do so, you will
be able to tender your shares until 5:00 p.m., Eastern time on the day selected
as the new expiration date.

See Section 1 ("Number of Shares; Proration; Conditional Tenders") and Section
15 ("Extension Of The Offer; Termination; Amendment").

CAN S & K AMEND THE TERMS OF THE TENDER OFFER?

We reserve the right in our sole discretion to amend the tender offer in any
respect. See Section 15 ("Extension Of The Offer; Termination; Amendment").

HOW WILL I KNOW IF S & K EXTENDS OR AMENDS THE TERMS OF THE TENDER OFFER?

We will make a public announcement of any amendment to the tender offer. We will
announce any extension no later than 9:00 a.m., Eastern time, on the next
business day after the previously scheduled expiration date. If we terminate or
postpone the tender offer, we will also give written or oral notice to the
depositary.

We will release any public announcement of an amendment, extension, postponement
or termination promptly to the PR Newswire. Any other means of disseminating the
announcement will be at our option.

See Section 15 ("Extension Of The Offer; Termination; Amendment").

HOW DO I TENDER MY SHARES?

To tender your shares, you must deliver your share certificates, together with a
completed letter of transmittal, to the depositary on or before the expiration
date. If your shares are held in street name, you can tender the shares by your
nominee through the depositary.

If you are an odd lot owner who is tendering all of your shares, you must also
complete the section entitled "Odd Lots" in the letter of transmittal in order
to qualify for the preferential treatment available to odd lot owners.

If you cannot get all of the documents or instruments that you are required to
deliver to the depositary on or before the expiration date, you can still tender
your shares if:

o you tender through an eligible institution;

o the depositary receives, on or before the expiration date, a properly
completed and duly executed notice of guaranteed delivery, including a
signature guarantee by an eligible institution; and

o the depositary receives the certificates for all tendered shares with all
other required documentation within three NASDAQ trading days after the
date the depositary receives the notice of guaranteed delivery.

For a more detailed explanation of the tendering procedures, see Section 3
("Procedure For

Tendering Shares").

HOW LONG DO I HAVE TO WITHDRAW MY PREVIOUSLY TENDERED SHARES?

You can withdraw your tendered shares at any time on or before the expiration
date. After the offer expires, the tender is irrevocable unless we have not
accepted your shares for payment by 12:00 midnight, Eastern time, on Friday, May
24, 2002. In that case, you can withdraw your tendered shares until we accept
them for payment. See Section 4 ("Withdrawal Rights").

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw your shares, you must deliver a written or facsimile transmission of
notice of withdrawal to the depositary that specifies your name, the number of
shares being withdrawn, and the name of the registered holder of the shares, if
different from the person who tendered the shares. If you have already tendered
your share certificates, you must identify the serial numbers of the
certificates to be withdrawn and you must have a signature guarantee on your
notice of withdrawal. If you have tendered under the procedure for book-entry
transfer, the notice of withdrawal must also specify the name and the number of
the account at the book-entry transfer facility to be credited with the
withdrawn shares. See Section 4 ("Withdrawal Rights").

DOES S & K HAVE TO ACCEPT FOR PAYMENT ALL OF THE TENDERED SHARES?

If the number of shares validly tendered and not withdrawn before the expiration
date is less than or equal to 1,818,181 shares (or any greater number that we
may elect to purchase), we will purchase all the tendered shares. However, if
more than 1,818,181 shares are validly tendered and not withdrawn, we will
purchase shares in the following order of priority:

o first, all shares validly tendered and not withdrawn before the expiration
date by any odd lot owner (i.e., a beneficial owner of less than 100
shares of common stock as of March 28, 2002 who continues to beneficially
own less than 100 shares of common stock on the expiration date), if the
odd-lot owner (i) tenders all shares beneficially owned and (ii) completes
the box captioned "Odd Lots" on the letter of transmittal and, if
applicable, on the notice of guaranteed delivery;

o second, shares from all other stockholders who properly tender shares on a
pro rata basis, with appropriate adjustments to avoid the purchase of
fractional shares, subject to the conditional tender provisions and in the
order of priority, if any, designated by registered holders tendering
shares, each as described in Section 1.

If proration is required, we will determine the final proration factor as
promptly as practicable after the expiration date. See "Introduction," Section 1
("Number of Shares; Proration; Conditional Tenders"), Section 2 ("Tenders By
Owners Of Fewer Than 100 Shares") and Instruction 8 of the letter of
transmittal.

HOW DO I GET PAID FOR MY TENDERED SHARES?

We will deposit the aggregate purchase price with the depositary as soon as
practicable after the expiration date of the tender offer. The depositary will
act as your agent and will transmit to you the payment for all shares properly
tendered and accepted for payment. See Section 5 ("Purchase Of Shares And
Payment Of Purchase Price").

WHAT ARE THE SIGNIFICANT CONDITIONS TO THE TENDER OFFER? UNDER WHAT CONDITIONS
CAN S & K TERMINATE THE TENDER OFFER?

The tender offer is not conditioned on the stockholders tendering any minimum
number of shares.

We can terminate the tender offer, in our sole discretion, if, among other
things:

o any action by any governmental agency or other person is instituted or
threatened, that (i) challenges or otherwise adversely affects our ability
to make or complete the tender offer or (ii) could, in our sole judgment,
materially affect our business;

o there is a significant decrease in the market price of our shares or of
equity securities generally in the United States;

o we determine that the completion of the offer and the purchase of the
shares would cause our common stock to be delisted from NASDAQ and become
ineligible for listing on another national market; or

o a change or event occurs, is discovered, or is threatened to our business
which, in our sole judgment, is material to us.

Other conditions are set forth in Section 6 ("Conditions to the Offer").

DOES S & K HAVE THE FINANCIAL RESOURCES TO PAY FOR MY SHARES?

We will require approximately $20.5 million to pay for the shares and the fees
and expenses of the tender offer. We will obtain these funds through new credit
facilities with Branch Banking and Trust Company of Virginia and SunTrust Bank,
and from available cash and cash equivalents. The maximum amount available to
the Company under the credit facilities is $46 million. See Section 10 ("Source
and Amount of Funds").

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

On March 26, 2002, the day our Board of Directors authorized the offer, the last
reported sale price for our common stock on NASDAQ was $9.30 per share.

We encourage you to obtain a current market quotation for your shares before
deciding whether to tender your shares.

See "Introduction" and Section 7 ("Price Range Of Shares").

WHAT EFFECT WILL THE TENDER OFFER HAVE ON MY SHARES THAT I DO NOT TENDER OR ARE
NOT PURCHASED IN THE OFFER?

Stockholders who do not tender shares in the offer will increase their
percentage ownership in the Company and, as a consequence, their proportionate
share in future earnings and appreciation in value that it is able to achieve.

Our purchase of shares in the offer will, however, reduce the number of shares
that might otherwise trade publicly and may also reduce the number of our
stockholders.

As of March 25, 2002, while there were over 1,000 beneficial owners of S & K
common stock, there were less than 300 record owners of the Company's common
stock (as determined under SEC rules, which do not count many beneficial owners
for whom shares are held in "street name" by Cede & Co. and brokerage firms).
Because we already have less than 300 record holders under SEC rules, we are
eligible for deregistration under the Exchange Act. We do not, however, have any
current plan or intention to deregister the shares.

We anticipate that there will still be a sufficient number of shares outstanding
and publicly traded following the tender offer to ensure a continued trading
market in the shares on the NASDAQ National Market System.

See Section 12 ("Effect Of The Offer On The Market For Shares; Registration
Under The Exchange Act").

WHAT DOES THE S & K BOARD OF DIRECTORS THINK OF THE TENDER OFFER?

Our Board of Directors unanimously adopted resolutions approving the tender
offer. However, neither we nor our Board of Directors makes any recommendation
to you as to whether to tender or refrain from tendering shares, and neither we
nor our Board of Directors has authorized anyone to make any such
recommendation.

We encourage you to make your own decision whether to tender shares and, if so,
how many shares to tender.

See Section 8 ("Background And Purpose Of The Offer; Certain Effects Of The
Offer") and Section 9 ("Interests Of Directors And Executive Officers;
Transactions And Arrangements Concerning The Shares").

DO ANY S & K DIRECTORS OR EXECUTIVE OFFICERS INTEND TO TENDER SHARES?

Yes. While as a group they expect to retain beneficial ownership of a
significant portion of the Company's outstanding stock after the tender offer,
some of our executive officers (including two who are directors) have indicated
they intend to tender shares. The Company's non-employee directors have
indicated that they do not intend to tender shares. Any shares tendered by
executive officers will be purchased by the Company in accordance with the terms
of the offer in the same manner as shares tendered by any other stockholder of
the Company.

See "Introduction" and Section 9 ("Interests Of Directors And Executive
Officers; Transactions And Arrangements Concerning The Shares").

WHAT ARE THE TAX CONSEQUENCES OF SELLING MY SHARES TO S & K?

The sale of shares to us is a taxable transaction for you for federal income tax
purposes.

We encourage you to consult with your own tax advisor about the tax consequences
of your participation in the tender, since the tax results can vary based on
individual circumstances.

See Section 14 ("Federal Income Tax Considerations").

WILL I BE CHARGED ANY TRANSFER TAXES, FEES OR COMMISSIONS WHEN I TENDER MY
SHARES?

o We will pay any stock transfer taxes on the transfer of shares to the
Company in the tender offer. If, however, we are instructed to make
payment of the purchase price to any person other than the registered
holder or if any tendered shares are registered in the name of anyone
other than the person signing the letter of transmittal, we will deduct
from the purchase price any stock transfer taxes payable on account of the
transfer unless we receive satisfactory evidence that the taxes have been
paid or there is an exemption.

o If you are the record owner of your shares and you tender shares to us,
you will not have to pay any brokerage fees or commissions. If you own
your shares through a broker or other nominee, and your broker tenders
your shares on your behalf, then your broker or nominee may charge you a
fee for doing so. You should contact your broker or nominee to determine
whether you will be charged a fee.

See Section 5 ("Purchase Of Shares And Payment Of Purchase Price"), Section 16
("Fees And Expenses") and Instruction 6 of the letter of transmittal.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You can contact Mellon Investor Services LLC, the information agent, if you have
any questions regarding the tender offer. The information agent may be reached
at 1-800-279-1247.

TO THE HOLDERS OF SHARES OF COMMON STOCK OF
S & K FAMOUS BRANDS, INC.:

INTRODUCTION

We invite stockholders of S & K Famous Brands, Inc., a Virginia corporation ("S
& K" or the "Company"), to tender shares of its common stock, par value $.50 per
share, to the Company at a price of $11.00 per share in cash, upon the terms and
subject to the conditions set forth in this offer to purchase and the related
letter of transmittal, which together constitute the "offer." We will pay $11.00
per share, net to the seller in cash, for up to 1,818,181 shares validly
tendered and not withdrawn, upon the terms and subject to the conditions of the
offer, including the proration terms. We reserve the right, in our sole
discretion, to purchase more than 1,818,181 shares under the offer.

If, before the expiration date, more than 1,818,181 shares, or such greater
number of shares as we may decide to purchase, are validly tendered and not
withdrawn, we will purchase shares first from all odd lot owners, as defined in
Section 2, who validly tender all their shares and complete the box captioned
"Odd Lots" in the letter of transmittal, and, if applicable, the notice of
guaranteed delivery, and then on a pro rata basis from all other stockholders
who validly tender shares and do not withdraw them before the expiration date,
subject to the conditional tender provisions described in Section 1. We will
return at our own expense all shares not purchased in the offer, including
shares not purchased because of proration.

The $11.00 per share purchase price will be paid net to the tendering
stockholder in cash for all shares. Tendering stockholders will not be obligated
to pay brokerage commissions, solicitation fees or, subject to Instruction 6 of
the letter of transmittal, stock transfer taxes on the Company's purchase of
shares in the offer. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS
TO COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS
INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP
FEDERAL INCOME TAX WITHHOLDING OF 30% OF THE GROSS PROCEEDS PAYABLE TO THE
STOCKHOLDER OR OTHER PAYEE UNDER THE OFFER. SEE SECTION 3.

On March 27, 2002, we announced our intention to make an offer to purchase up to
1,818,181 shares at $11.00 per share, with the offer to commence on March 28,
2002. We are making the offer because:

o We believe our shares are undervalued in the market;

o The offer provides stockholders who wish to sell their shares with an
opportunity to do so at a premium above recent market prices without
payment of brokerage commissions, while allowing those stockholders who do
not wish to sell at the offer price to elect not to do so;

o The offer allows the Company to repurchase shares below their book value,
resulting in an increase in book value per share for the remaining
stockholders;

o The offer has the potential for remaining stockholders to realize
increases in value by (1) reducing the number of shares outstanding and
improving our earnings per share and (2) lowering our overall cost of
capital;

o After the offer is completed, we expect to have sufficient cash flow and
access to funding to meet the Company's cash needs for normal operations
and anticipated capital expenditures for the foreseeable future; and

o After considering alternatives, we believe investing in our shares is an
attractive use of capital and an efficient means to provide value to our
stockholders.

As of March 25, 2002 there were 4,056,504 shares outstanding, and 464,336 shares
issuable upon exercise of all outstanding stock options. The 1,818,181 shares
that we are offering to purchase represent approximately 45% of the outstanding
shares and approximately 40% assuming the exercise of all outstanding options.
The shares are listed on the NASDAQ under the symbol "SKFB."

On March 27, 2002, the Company announced that Stewart Kasen will become
President and Chief Executive Officer of the Company effective in mid-April 2002
and will join the Company's Board of Directors. Stuart Siegel will continue as
Chairman of the Board of the Company, and Donald Colbert will become Vice
Chairman and continue as Chief Operating Officer. Following the completion of
the offer, and subject to other applicable legal restrictions, Mr. Kasen intends
to purchase shares of the Company's common stock.

THE OFFER

1. Number of Shares; Proration; Conditional Tenders

Number of Shares. Upon the terms and subject to the conditions of the offer, we
will accept for payment and purchase 1,818,181 shares or such lesser number of
shares as are validly tendered before the expiration date, and not withdrawn in
accordance with Section 4, at a net cash price of $11.00 per share. The term
"expiration date" means 5:00 p.m., Eastern time, on April 26, 2002, unless we,
in our sole discretion, extend the period of time during which the offer is
open. If that happens, the "expiration date" will be the latest time and date at
which the offer, as extended, is scheduled to expire. See Section 15 for a
description of our right to extend the time during which the offer is open and
to postpone, terminate or amend the offer. Subject to Section 2 below, if the
offer is oversubscribed, shares tendered and not withdrawn before the expiration
date will be eligible for proration.

We reserve the right, in our sole discretion, to purchase more than 1,818,181
shares in the offer. See Section 15. In accordance with applicable SEC
regulations, we may purchase an additional number of shares not exceeding 2% of
the Company's outstanding shares without extending the offer.

If:

(1) (a) we increase or decrease the price to be paid for shares, or

(b) we increase the number of shares being sought and the increase is
equal to more than 2% of the outstanding shares, or

(2) the offer is scheduled to expire at any time earlier than the tenth business
day from the date that notice of such increase or decrease is first published,
sent or given as specified in Section 15, then we will extend the offer until
the expiration of the ten-business day period. A "business day" means any day
that is not a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Eastern time.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE
OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.

We will pay the $11.00 per share purchase price for all shares validly tendered
on or before the expiration date and not withdrawn, upon the terms and subject
to the conditions of the offer. We will return, at our expense, as promptly as
practicable following the expiration date all shares that we do not purchase in
the offer, including shares we do not purchase because of proration.

Proration. If the number of shares validly tendered and not withdrawn before the
expiration date is less than or equal to 1,818,181 shares (or any greater number
that we may elect to purchase),

we will purchase all the tendered shares. If more than 1,818,181 shares are
validly tendered and not withdrawn, we will purchase shares in the following
order of priority:

If proration is required, we will determine the final proration factor as
promptly as practicable after the expiration date. Proration for each
stockholder tendering shares, other than odd lot owners, will be based on the
ratio of the number of shares tendered by the stockholder to the total number of
shares tendered by all stockholders, other than odd lot owners. Subject to the
conditional tender provisions described below, this ratio will be applied to
determine the number of shares that we will purchase from each stockholder other
than odd lot owners in the offer. Although we do not expect to be able to
announce the final results of the proration until approximately seven business
days after the expiration date, we will announce preliminary results of the
proration through a press release as promptly as practicable after the
expiration date. This preliminary information will be available from the
information agent and may be available from a stockholder's broker.

As described in Section 14, the number of shares that we will purchase from a
stockholder may affect the United States federal income tax consequences to the
stockholder of the purchase and therefore may be relevant to a stockholder's
decision whether to tender shares. The letter of transmittal affords each
tendering stockholder the opportunity to designate the order of priority in
which shares tendered are to be purchased if there is a proration.

We will mail this offer to purchase and the related letter of transmittal to
record holders of shares as of March 28, 2002 and furnish them to brokers, banks
and similar persons whose names, or the names of whose nominees, appear on our
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of shares.

Conditional Tender of Shares. Subject to the exceptions for Odd Lot holders
described in this Section 1, we will prorate the number of shares purchased in
the offer if the number of shares properly tendered is greater than the number
we are offering to buy. As discussed in Section 14, the number of shares to be
purchased from a particular stockholder may affect the tax treatment of the
purchase to the stockholder and the stockholder's decision whether to tender.
Accordingly, a stockholder may tender shares subject to the condition that a
specified minimum number of the stockholder's shares tendered by a letter of
transmittal or notice of guaranteed

delivery must be purchased if any shares tendered are purchased. Any stockholder
desiring to make a conditional tender must so indicate in the box captioned
"Conditional Tender" in the letter of transmittal or, if applicable, the notice
of guaranteed delivery. Stockholders are urged to consult with their own tax
advisors in making this decision. Any tendering stockholder wishing to make a
conditional tender must calculate and appropriately indicate the minimum number
of shares that must be purchased if any are purchased. If the effect of
accepting tenders on a pro rata basis would be to reduce the number of shares to
be purchased from any stockholder (tendered by a letter of transmittal or notice
of guaranteed delivery) below the minimum number specified, the tender will
automatically be regarded as withdrawn (except as provided in the next
paragraph). All shares tendered by a stockholder subject to a conditional tender
and regarded as withdrawn as a result of proration will be returned as promptly
as practicable after the expiration date.

If conditional tenders that would otherwise be regarded as withdrawn would cause
the total number of shares to be purchased to fall below 1,818,181 (or such
greater number of shares as we elect to purchase) then, to the extent feasible,
we will select enough of the conditional tenders that would otherwise have been
withdrawn to permit us to purchase 1,818,181 shares (or such greater number of
shares as we may elect to purchase). In selecting among the conditional tenders,
we will select by lot treating all tenders by a particular taxpayer as a single
lot and will limit our purchase in each case to the designated minimum of shares
to be purchased.

2. Tenders by Owners of Fewer than 100 Shares

Upon the terms and subject to the conditions of the offer, we will accept for
purchase, without proration, all shares validly tendered and not withdrawn on or
before the expiration date by or on behalf of odd lot owners. Odd lot owners are
stockholders who beneficially own as of the close of business on March 28, 2002,
and continue to beneficially own as of the expiration date, a total of less than
100 shares. To avoid proration, however, an odd lot owner must validly tender
all the shares that the odd lot owner beneficially owns; partial tenders will
not qualify for this preference. This preference is also not available to owners
of 100 or more shares, even if the owners have separate stock certificates
representing fewer than 100 shares. Odd lot owners wishing to tender all shares
beneficially owned by them must complete the box captioned "Odd Lots" in the
letter of transmittal and, if applicable, on the notice of guaranteed delivery.
See Section 3 below.

We also reserve the right, but will not be obligated, to purchase all shares
duly tendered by any stockholder who tendered all shares beneficially owned and
who, as a result of proration, would then beneficially own fewer than 100
shares. If we exercise this right, we will increase the number of shares that we
are offering to purchase in the offer by the number of shares we purchase
through the exercise of the right.

3. Procedure for Tendering Shares

For shares to be validly tendered:

o The certificates for the shares, or confirmation of receipt of the shares
under the procedures for book-entry transfer set forth below, together
with a properly completed and duly executed letter of transmittal, with
any required signature guarantees, and any other documents required by the
letter of transmittal, must be received by the depositary at its address
set forth on the back cover of this offer to purchase before 5:00 p.m.,
Eastern time, on the expiration date of this offer to purchase; or

o The tendering stockholder must comply with the guaranteed delivery
procedure set forth below.

Odd lot owners who tender all shares must complete the section entitled "Odd
Lots" on the letter of transmittal in order to qualify for the preferential
treatment available to odd lot owners as set forth in Section 2 above.

No signature guarantee is required on the letter of transmittal if:

o The letter of transmittal is signed by the registered holder of the shares
tendered and payment and delivery are to be made directly to the
registered holder. A registered holder, for purposes of this Section 3,
includes any participant in The Depository Trust Company, as the
book-entry transfer facility, whose name appears on a security position
listing as the holder of the shares, or

o The shares are tendered for the account of an eligible institution, i.e.,
a member firm of a registered national securities exchange, a member of
the National Association of Securities Dealers, Inc. or a commercial bank
or trust company (not a savings bank or savings and loan association),
having an office, branch or agency in the United States.

In all other cases, all signatures on the letter of transmittal must be
guaranteed by an eligible institution. See Instruction 1 of the letter of
transmittal.

If a certificate representing shares is registered in the name of a person other
than the signer of a letter of transmittal, or if payment is to be made, or
shares not purchased or tendered are to be issued, to a person other than the
registered holder, the certificate must be endorsed or accompanied by an
appropriate stock power, in either case signed exactly as the name of the
registered holder appears on the certificate, with the signature on the
certificate or stock power guaranteed by an eligible institution. In this
regard, see Section 5 for information with respect to applicable stock transfer
taxes. In all cases, payment for shares tendered and accepted for payment in the
offer will be made only after timely receipt by the depositary of (a)
certificates for such shares, or a timely confirmation of a book-entry transfer
of such shares into the depositary's account at the book-entry transfer facility
as described above, (b) a properly completed and duly executed letter of
transmittal and (c) any other documents required by the letter of transmittal.

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 STOCKHOLDER. IF YOU DECIDE TO MAKE DELIVERY BY MAIL, WE
RECOMMEND YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY
DELIVERY.

Book-Entry Procedures. The depositary will establish an account at the
book-entry transfer facility for purposes of the offer within two business days
after the date of this offer to purchase. Any financial institution that is a
participant in the book-entry transfer facility's system may make book-entry
delivery of the shares by causing the facility to transfer the shares into the
depositary's account in accordance with the facility's procedure for transfers.
Even though delivery of shares may be effected through book-entry transfer into
the depositary's account at the book-entry transfer facility, a properly
completed and duly executed letter of transmittal, with any required signature
guarantees and other required documents must be transmitted to and received by
the depositary at one of its addresses set forth on the back cover of this offer
to purchase before the expiration date. DELIVERY OF THE LETTER OF TRANSMITTAL
AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

Guaranteed Delivery. If a stockholder desires to tender shares in the offer and
the stockholder's share certificates cannot be delivered to the depositary on or
before the expiration date (or the procedures for book-entry transfer cannot be
completed on a timely basis) or time will not permit all required documents to
reach the depositary on or before the expiration date, the shares may
nevertheless be tendered provided that all of the following conditions are
satisfied:

o The tender is made by or through an eligible institution;

o The depositary receives (by hand, mail, overnight courier or facsimile
transmission), on or before the expiration date, a properly completed and
duly executed notice of guaranteed delivery substantially in the form we
have provided with this offer to purchase, including (where required) a
signature guarantee by an eligible institution in the form set forth in
the notice of guaranteed delivery; and

o The certificates for all tendered shares in proper form for transfer (or
confirmation of book-entry transfer of shares into the depositary's
account at the book-entry transfer facility), together with a properly
completed and duly executed letter of transmittal and any required
signature guarantees or other documents required by the letter of
transmittal, are received by the depositary within three NASDAQ trading
days after the date the depositary receives the notice of guaranteed
delivery.

Return of Certificates. If we do not purchase all of the tendered shares, or if
less than all shares evidenced by a stockholder's certificates are tendered,
certificates for unpurchased shares will be returned at our expense as promptly
as practicable after the expiration or termination of the offer. If shares are
tendered by book-entry transfer at the book-entry transfer facility, the shares
will be

credited to the appropriate account maintained by the tendering stockholder at
the book-entry transfer facility, without expense to the stockholder.

Backup Federal Income Tax Withholding and Information Reporting. Applicable tax
rules generally require those who make specified payments, including payments of
cash to stockholders or other payees in the offer, to report these payments to
the Internal Revenue Service.

Also, under United States federal income tax backup withholding rules, absent an
applicable exemption, 30% of the gross proceeds payable to a stockholder or
other payee in the offer must be withheld and remitted to the United States
Treasury unless the stockholder or other payee provides a taxpayer
identification number (social security number or employer identification number)
to the depositary and makes certain required certifications under penalties of
perjury, including a certification that the taxpayer identification number is
correct. Backup withholding would also be required if the Company receives a
notification from the Internal Revenue Service or a broker that withholding is
required for a particular stockholder. The information reporting and backup
withholding rules do not apply to corporations, whether domestic or foreign.

In order to avoid backup withholding, except as indicated in the following
paragraph, each tendering stockholder must either complete and sign the
Substitute Form W-9 included as part of the letter of transmittal to provide the
necessary information and certifications or otherwise establish to the
satisfaction of the depositary that the stockholder is not subject to backup
withholding.

In order for a non-corporate foreign stockholder to qualify for exemption from
withholding, that stockholder must submit an IRS Form W-8BEN signed under
penalties of perjury, attesting to the stockholder's exempt status. That form
can be obtained from the depositary. See Instructions 9 and 10 of the letter of
transmittal.

Any amounts withheld under the backup withholding rules may be credited against
any United States federal income tax liability of the recipient of the payment.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 30% OF THE GROSS
PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED IN THE OFFER, EACH DOMESTIC
STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM WITHHOLDING MUST
PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION
NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE SUBSTITUTE FORM
W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL. EACH FOREIGN STOCKHOLDER WHO DOES
NOT OTHERWISE ESTABLISH AN EXEMPTION FROM WITHHOLDING MUST SUPPLY THE DEPOSITARY
WITH A FORM W-8BEN, WHICH CAN BE OBTAINED FROM THE DEPOSITARY.

For a discussion of certain United States federal income tax consequences to
tendering stockholders, see Section 14.

Withholding for Foreign Stockholders. Even if a foreign stockholder has provided
the required certification to avoid backup withholding, or is a foreign
corporation exempt from backup withholding, the depositary will withhold United
States federal income taxes equal to 30% of the gross payments payable to the
foreign stockholder or the stockholder's agent unless the depositary determines
that a reduced rate of withholding is available under a tax treaty or that an
exemption from withholding is applicable because the gross proceeds are
effectively connected with the conduct of a trade or business within the United
States. For this purpose, a foreign stockholder is any stockholder that is not
(a) a citizen or resident of the United States, (b) a corporation or other
entity taxed as a corporation created or organized in or under the laws of the
United States, any State or any political subdivision thereof, (c) an estate,
the income of which is subject to United States federal income taxation
regardless of the source of such income or (d) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States fiduciaries have the authority to
control all substantial decisions relating to the trust. In order to obtain a
reduced rate of withholding under a tax treaty, a foreign stockholder must
deliver to the depositary before payment is made a properly completed and
executed IRS Form W-8BEN. In order to obtain an exemption from withholding on
the grounds that the gross proceeds paid in the offer are effectively connected
with the conduct of a trade or business within the United States, a foreign
stockholder must deliver to the depositary a properly completed and executed IRS
Form W-8ECI. The depositary will determine a stockholder's status as a foreign
stockholder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form W-8BEN or IRS Form W-8ECI), unless facts and circumstances
indicate that such reliance is not warranted. A foreign stockholder may be
eligible to obtain a refund of all or a portion of any tax withheld if such
stockholder meets the "complete termination," "substantially disproportionate"
or "not essentially equivalent to a dividend" test described in Section 14 or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Foreign stockholders are urged to consult their own tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure. See Instructions 9 and 10 of the letter of transmittal.

Tendering Stockholder's Representation and Warranty; The Company's Acceptance
Constitutes an Agreement. It is a violation of Rule 14e-4 under the Securities
Exchange Act of 1934 (as amended, the "Exchange Act") for a person acting alone
or in concert with others, directly or indirectly, to tender shares for his or
her own account unless at the time of tender and at the expiration date the
person (a) has a "net long position" equal to or greater than the number of
shares tendered and will deliver or cause to be delivered those shares to us
within the period specified in the offer, or (b) is the beneficial owner of
equivalent securities (that is other securities immediately convertible into,
exercisable for or exchangeable into shares) and, upon the acceptance of such
tender, will acquire such shares by conversion, exchange or exercise of such
equivalent securities to the extent required by the terms of the offer and will
deliver or cause to be delivered those shares to us within the period specified
in the offer. Rule 14e-4 also provides a similar restriction on the tender on
behalf of another person. A tender of shares made under any method of delivery
permitted by the offer will constitute the tendering stockholder's
representation and warranty to us that (i) the stockholder has a "net long
position" in shares or equivalent securities being tendered within the meaning
of Rule 14e-4, and (ii) the tender of

shares complies with Rule 14e-4. Our acceptance for payment of shares tendered
in the offer will constitute a binding agreement between the tendering
stockholder and us upon the terms and subject to the conditions of the offer.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation
to Give Notice of Defects. We will determine, in our sole discretion, 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. Our determination will be final and binding on all parties. We
reserve the absolute right to reject any or all tenders we determine not to be
in proper form or the acceptance of or payment for which may, in the opinion of
our counsel, be unlawful. We also reserve the absolute right to waive any of the
conditions of the offer and any defect or irregularity in the tender of any
particular shares or any particular stockholder. No tender of shares will be
deemed to be properly made until all defects or irregularities have been cured
or waived. None of the Company, the depositary, 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.

CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.

4. Withdrawal Rights

Except as otherwise provided in this Section 4, tenders of shares in the offer
are irrevocable. Shares tendered may be withdrawn at any time on or before the
expiration date and, unless the Company has accepted the shares for payment as
provided in this offer to purchase, may also be withdrawn after 12:00 midnight,
Eastern time, on Friday, May 24, 2002.

For a withdrawal of shares to be effective, the depositary must receive, at its
address set forth on the back cover of this offer to purchase, a notice of
withdrawal in written or facsimile transmission form on a timely basis. The
notice of withdrawal must specify the name of the person who tendered the shares
to be withdrawn, the number of shares tendered, the number of shares to be
withdrawn and the name of the registered holder, if different from that of the
person who tendered such shares. If the certificates have been delivered or
otherwise identified to the depositary, then, before the release of the
certificates, the tendering stockholder must also submit the serial numbers of
the certificates and the signature on the notice of withdrawal must be
guaranteed by an eligible institution, except in the case of shares tendered by
an eligible institution. If shares have been tendered under the procedure for
book-entry transfer set forth in Section 3, the notice of withdrawal must
specify the name and the number of the account at the book-entry transfer
facility to be credited with the withdrawn shares and otherwise comply with the
procedures of the facility.

We will determine, in our sole discretion, all questions as to the form and
validity, including time

of receipt, of notices of withdrawal. Our determination will be final and
binding on all parties. Neither the Company, the depositary, nor any other
person will be obligated to give any notice of any defects or irregularities in
any notice of withdrawal, and none of them will incur any liability for failure
to give any such notice. Withdrawals may not be rescinded, and any shares
properly withdrawn will thereafter be deemed not tendered for purposes of the
offer. However, withdrawn shares may be re-tendered before the expiration date
by again following any of the procedures described in Section 3.

If we extend the offer, or if we are delayed in our purchase of shares or are
unable to purchase shares in the offer for any reason, then, without prejudice
to our rights under the offer, the depositary may, subject to applicable law,
retain on our behalf all tendered shares, and the shares may not be withdrawn
except to the extent tendering stockholders are entitled to withdrawal rights as
described in this Section 4.

5. Purchase of Shares and Payment of Purchase Price

Upon the terms and subject to the conditions of the offer, we will purchase and
pay the $11.00 per share purchase price for all of the shares we accept for
payment in the offer as soon as practicable after the expiration date. In all
cases, we will make prompt payment for shares tendered and accepted for payment
in the offer, subject to possible delay for proration, but only after the
depositary timely receives certificates for shares, or timely confirmation of a
book-entry transfer of such shares into the depositary's account at one of the
book-entry transfer facilities, a properly completed and duly executed letter of
transmittal, and any other required documents.

We will pay for the shares purchased in the offer by depositing the aggregate
purchase price with the depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from us and transmitting
payment to them. If there is a proration, we will determine the proration factor
and pay for the tendered shares accepted for payment as soon as practicable
after the expiration date. However, we do not expect to be able to announce the
final results of any proration until approximately seven business days after the
expiration date. We will not be obligated to pay interest on the purchase price
including because of any delay in making payment. Certificates for all shares
not purchased, including all shares not purchased due to proration, will be
returned, or, in the case of shares tendered by book-entry transfer, credited to
the account maintained with the book-entry transfer facility by the participant
who delivered the shares, as promptly as practicable following the expiration
date or termination of the offer without expense to the tendering stockholder.
If certain events occur, however, we may not be obligated to purchase any shares
in the offer. See Section 6.

We will pay the stock transfer taxes, if any, due on the transfer to us of
shares purchased in the offer. If, however, payment of the purchase price is to
be made to, or if unpurchased shares 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 signing the letter of
transmittal, the amount of any stock transfer taxes payable because of the
transfer from the registered holder to the other person will be deducted from
the purchase price unless evidence satisfactory to us of the payment of such
taxes or an applicable exemption is submitted. See Instruction 6 of the letter
of transmittal.

6. Conditions to the Offer

Notwithstanding any other provision of the offer, we will not be required to
accept for payment, purchase or pay for any shares tendered, and we may
terminate or amend the offer or may postpone acceptance for payment of, or the
purchase of and the payment for, shares tendered, if at any time on or after
March 28, 2002 and before the time of payment for any shares, whether or not we
have accepted for payment, purchased or paid for any other shares under the
offer, any of the following events occur, or are determined by us to have
occurred, that, in our sole judgment regardless of the cause of the event,
including any action or omission to act by us, makes it inadvisable to proceed
with the offer or with such acceptance for payment:

(1) any action, suit or proceeding by any government or governmental,
regulatory or administrative agency or authority or by any other person,
domestic or foreign, is threatened, instituted or pending before any
court, agency, authority or other tribunal, or any judgment, order or
injunction is entered, enforced or deemed applicable by any such court,
authority, agency or tribunal, that (a) challenges or seeks to make
illegal, or to delay or otherwise directly or indirectly to restrain,
prohibit or otherwise affect the making of the offer, the acquisition of
shares under the offer or is otherwise related in any manner to, or
otherwise affects, the offer; or (b) could, in our sole judgment,
materially affect our business, condition (financial or otherwise),
income, operations or prospects, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of our business, taken
as a whole, or materially impair the offer's contemplated benefits to us;

(2) any action is threatened or taken, or any approval is withheld, or any
statute, rule or regulation is invoked, proposed, sought, promulgated,
enacted, entered, amended, enforced or deemed to be applicable to the
offer or us or any of our subsidiaries, by any government or governmental,
regulatory or administrative authority or agency or tribunal, domestic or
foreign, which, in our sole judgment, would or might directly or
indirectly result in any of the consequences referred to in paragraph (1)
above;

(3) the declaration of any banking moratorium or any suspension of
payments in respect of banks in the United States (whether or not
mandatory);

(4) any general suspension of trading in, or limitation on prices for,
securities on any United States national securities exchange or in the
over-the-counter market;

(5) the commencement of a war, armed hostilities or any other national or
international crisis directly or indirectly involving the United States;

(6) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event that, in
our sole judgment, might materially affect, the extension of credit by
banks or other lending institutions in the United States;

(7) any significant decrease in the market price of the shares or in the
market prices of

equity securities generally in the United States or any change in the
general political, market, economic or financial conditions or in the
commercial paper markets in the United States or abroad that could have,
in our sole judgment, a material adverse effect on our business, condition
(financial or otherwise), income, operations or prospects, taken as a
whole, or on the trading in the shares;

(8) in the case of any of the foregoing existing at the time of the
announcement of the offer, a material acceleration or worsening thereof;

(9) any decline in the NASDAQ Composite Index, the Dow Jones Industrial
Average or the S&P 500 Composite Index by an amount in excess of 10%
measured from the close of business on March 27, 2002;

(10) any change or event occurs, is discovered, or is threatened to our
business, condition (financial or otherwise), income, operations, stock
ownership or prospects, taken as a whole, which in our sole judgment is or
may be material to us;

(11) the completion of the offer and the purchase of the shares would
cause our common stock to be delisted from NASDAQ and become ineligible
for listing on another national market;

(12) a tender or exchange offer with respect to some or all of our
outstanding shares, other than the offer, or a merger or acquisition
proposal for us, is proposed, announced or made by another person or is
publicly disclosed, or we learn that any person or "group," within the
meaning of Section 13(d)(3) of the Exchange Act, has acquired or proposes
to acquire beneficial ownership of more than 5% of the outstanding shares,
or any new group is formed that beneficially owns more than 5% of our
outstanding shares; or

(13) any person or group files a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting an intent
to acquire us or any of our shares.

The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition, including any
action or inaction by us, or may be waived by us in whole or in part. Our
failure at any time to exercise any of the foregoing rights will not be deemed a
waiver of any such right, and each such right will be deemed an ongoing right
that may be asserted by us at any time and from time to time. Our determination
concerning the events described above and any related judgment or decision by us
regarding the inadvisability of proceeding with the purchase of or payment for
any shares tendered will be final and binding on all parties.

7. Price Range of Shares

The shares are listed on NASDAQ under the symbol "SKFB". The high and low sales
prices per share on NASDAQ as compiled from published financial sources for the
periods indicated are listed below:

HIGH LOW
---- ---
Fiscal year ended February 3, 2001
1st Fiscal Quarter .................................. $ 7.73 $6.00
2nd Fiscal Quarter .................................. $ 7.94 $6.44
3rd Fiscal Quarter .................................. $ 8.25 $6.50
4th Fiscal Quarter .................................. $ 7.50 $6.50

Fiscal year ended February 2, 2002
1st Fiscal Quarter .................................. $ 8.25 $6.81
2nd Fiscal Quarter .................................. $10.50 $7.90
3rd Fiscal Quarter .................................. $10.25 $6.95
4th Fiscal Quarter .................................. $ 9.90 $6.95

On March 26, 2002, the day our Board of Directors authorized the offer, the last
reported sale price for our common stock on NASDAQ was $9.30 per share.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

8. Background and Purpose of the Offer; Certain Effects of the Offer

The Board of Directors believes that, for the past several years, the market
price of the Company's stock has not reflected its intrinsic value. In an effort
to enhance stockholder value, the Board of Directors approved an authorization
for the Company to repurchase up to $2.5 million worth of its shares in November
1998. This authorization was subsequently expanded. From adoption of the
authorization through the last repurchases in April 2001, the Company spent
approximately $10 million to purchase over 1.2 million of its shares at an
average price of approximately $8.12 per share. Even after the repurchases, the
Board of Directors believed that the Company's stock remained undervalued and
that the Company would have limited success in making further significant share
repurchases. Consequently, a Special Committee of the Board of Directors was
established in 2001 to consider strategic alternatives to increase the value of
the Company's shares. The Special Committee retained Davenport & Company LLC
("Davenport") to act as its financial advisor in connection with its
consideration of strategic alternatives.

In June 2001, Davenport began working with the Special Committee to determine
which strategic alternatives, if any, that the Special Committee might recommend
to the Board of Directors. In November 2001, Davenport recommended that the
Special Committee consider the strategic option of a self-tender by the Company.
During several meetings and informal conversations in November and December of
2001, the Special Committee, together with counsel and Davenport, discussed the
use of the Company's strong balance sheet and cash flow to repurchase a
significant number of shares of Company stock. The Company's management

indicated during these meetings that, despite the challenging economic
environment, the Company would generate a significant increase in free cash flow
for the year that would enable it to pay off all of its existing working capital
revolver and to maintain a significant cash balance by the end of fiscal year
2002. The Special Committee and Davenport discussed several alternatives,
including the fixed price tender approach ultimately chosen, and the relative
advantages and disadvantages of certain alternatives for the Company and its
stockholders. The Special Committee instructed Davenport to continue its
analysis of a potential tender, including the further solicitation of potential
lenders that could help finance the tender and the potential impact of the
tender on the Company and its stockholders.

On January 29, 2002, the Board of Directors held a meeting at which
representatives of Davenport and counsel were present. The Board considered the
proposed structure and potential terms of a self-tender by the Company. The
Board concluded that an issuer tender offer was appropriate and directed
Davenport and the Special Committee to proceed in finalizing the proposed terms
of the tender and to obtain the necessary financing. On February 22, 2002,
Davenport and the Company's management reported to the Board on preliminary
negotiations with potential lenders, and the Board authorized negotiation of
definitive loan agreements.

On March 26, 2002, the Board approved the proposal for a total share purchase of
approximately $20 million, which would be structured as a fixed price tender for
1,818,181 shares at a price of $11.00 per share. In addition, the Board approved
the Company's new credit facilities provided by Branch Banking and Trust Company
of Virginia and SunTrust Bank that is described in Section 10. On March 27,
2002, we issued a press release announcing that we would be making the offer.

Among the reasons that the Board considered in approving the offer were the
following:

o We believe our shares are undervalued in the market;

o The offer allows the Company to repurchase shares below their book value,
resulting in an increase in book value per share for the remaining
stockholders;

o After considering alternatives, we believe investing in our shares is an
attractive use of capital and an efficient means to provide value to our
stockholders.

The Board of Directors unanimously adopted resolutions approving the tender
offer. However, neither we nor our Board of Directors makes any recommendation
to you as to whether to tender or refrain from tendering shares, and neither we
nor our Board of Directors has authorized anyone to make any such
recommendation. As described in Section 9, we have been advised that some of our
directors and executive officers who are stockholders intend to tender shares in
the offer.

We may in the future repurchase additional shares in the open market, private
transactions, tender offers or otherwise. Any such purchases may be on the same
terms as, or on terms more or less favorable to stockholders than, the terms of
the offer. However, Rule 13e-4 under the Exchange Act generally prohibits us and
our affiliates from purchasing any shares, other than through the offer, until
at least ten business days after the expiration or termination of the offer. Any
possible future purchases by us will depend on many factors, including the
market price of the shares, the results of the offer, our business and financial
position and general economic and market conditions.

Except as required by applicable law or, if required, the rules of any
securities exchange or over-the-counter market, such as the NASDAQ, on which our
shares are listed or traded, shares we acquire under the offer will be available
for us to reissue without further stockholder action, for purposes including,
but not limited to, the acquisition of other businesses, the raising of
additional capital for use in our business and the satisfaction of obligations
under existing or future employee benefit plans. We have no current plans for
issuing the shares repurchased in the offer.

9. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares

Security Ownership of Management. The table below presents certain information
as to the beneficial ownership of the Company's Common Stock by (i) each of the
Company's directors, (ii) each of the Company's executive officers, and (iii)
all directors and executive officers as a group, as of March 25, 2002. Except as
otherwise noted, each of the persons named below has sole voting and investment
power with respect to the shares listed.

Name and Address of Beneficial Number of Shares of Common Stock Percent Ownership of Common Stock
Owner/Title Beneficially Owned Outstanding
----------- ------------------ -----------

Stuart C. Siegel 1,501,369(/1/) 37.0
Chairman of the Board and Chief
Executive Officer
Robert L. Burrus, Jr. 1,000 *
Director
Donald W. Colbert 297,440(/2/) 7.1
President and Chief Operating Officer;
Director
Andrew M. Lewis 1,000 *
Director
Steven A. Markel 2,000 *
Director
Troy A. Peery, Jr. 1,000 *
Director
Marshall B. Wishnack 1,000(/3/) *
Director
Robert E. Knowles 144,455(/4/) 3.5
Executive Vice President and Chief
Financial Officer, Secretary and
Treasurer
Weldon J. Wirick, III 54,590(/5/) 1.3
Senior Vice President
Robert F. Videtic 15,314(/6/) *
Senior Vice President
Jon R. Vinegar 3,120(/7/) *
Vice President
All directors and executive officers 2,022,288(/8/) 47.1
as a group (11 persons)

- ----------------------------------

* Less than 1% of class

(/1/) Includes 172,192 shares held in trust for the benefit of Sara E. Rose,
David A. Rose and Howard L. Rose, the children of Mr. Siegel's sister, Judith R.
Becker. Mr. Siegel is trustee and exercises voting and investment power with
respect to these shares.

(/2/) Includes 132,340 shares subject to options exercisable within 60 days.

(/3/) Includes 1,000 shares owned by a trust of which Mr. Wishnack and his wife
are trustees and as to which Mr. Wishnack may be deemed to share voting
and investment power.

(/4/) Includes 3,500 shares owned jointly by Mr. Knowles and his wife as to
which Mr. Knowles may be deemed to share voting and investment power. Also
includes 68,980 shares subject to options exercisable within 60 days.

(/5/) Includes 30,920 shares subject to options exercisable within 60 days.

(/6/) Includes 6,140 shares subject to options exercisable within 60 days.

(/7/) Includes 3,120 shares subject to options exercisable within 60 days.

(/8/) Includes 4,500 shares as to which a director or an executive officer may
be deemed to share voting and investment power. Also includes 241,500
shares subject to options exercisable within 60 days.

As of March 25, 2002 there were 4,056,504 shares outstanding, and 464,336 shares
issuable upon exercise of all outstanding stock options.

Based upon our records and upon information provided to us by our directors and
executive officers, neither we nor, to the best of our knowledge, any of our
directors or executive officers or any of their associates has effected any
transactions in the shares during the 60 days preceding the offering.

Except for outstanding options to purchase shares granted to certain employees
(including executive officers) and except as otherwise described herein, neither
we nor, to our knowledge, any of our directors or executive officers, is a party
to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the offer with respect to any of our
securities, including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any of
our securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies, consents or authorizations.

Stock Purchase Loan Plan. In 1995 and 2000, the Company adopted, with
stockholder approval, Stock Purchase Loan Plans under which the Compensation
Committee may approve loans to officers and other key management employees of
the Company for the purpose of acquiring shares of the Company's Common Stock.
Under the Plans, the Company made an aggregate of $1.5 million in loans in 1995
to a total of 17 officers which was used to purchase an aggregate of 214,275
shares of Company stock; $1.5 million in loans in 1999 to a total of 16
officers, which

was used to purchase an aggregate of 175,812 shares of Company stock; and
$67,000 in loans in 2000 to two officers, which was used to purchase an
aggregate of 9,368 shares of Company stock.

Each outstanding loan has a term of seven years but becomes due and payable up
to one year following a termination of the participant's employment. A loan may
be prepaid without penalty at any time and is subject to mandatory repayments
equal to a specified percentage of any net annual cash bonus paid to the
participant. Each loan is secured by a pledge to the Company of the shares
acquired with the loan proceeds.

The Loan Plans also permit up to 25% of the principal amount of a participant's
loan to be forgiven if the participant remains employed with the Company and
retains the shares acquired with the loan proceeds. If the participant remains
continuously employed by the Company through the seventh anniversary of the
loan, a portion of the loan principal will be forgiven equal to 25% of the
original principal amount multiplied by the ratio which the number of shares
retained on the seventh anniversary bears to the number of shares originally
acquired. The following table shows, for each participating executive officer,
the aggregate number of shares of Common Stock acquired with the proceeds of
loans under the plan and the aggregate amount of all loan principal and accrued
interest outstanding as of March 25, 2002.

Number Loan
of Shares Amount
Name Purchased Outstanding
- ---- --------- -----------
Stuart C. Siegel 55,857 $348,600
Donald W. Colbert 101,200 $873,600
Robert E. Knowles 47,386 $411,300
Weldon J. Wirick, III 17,746 $161,500
Robert F. Videtic 9,174 $ 76,600

The seventh anniversary of the 1995 loans is April 21, 2002. On March 26, 2002,
the Compensation Committee of the Board of Directors amended the terms of the
loans to permit officers (i) to surrender shares of stock to the Company in
satisfaction of the loans, and (ii) to extend the due date for payment of the
loans to May 31, 2002.

Participation in the Offer by Directors and Executive Officers. Directors and
executive officers of the Company are eligible to participate in the tender
offer. For many of our executive officers, their ownership of Company stock
represents their largest single investment, and it will be necessary for them to
manage their participation in the tender offer so that they do not suffer
adverse effects on their tax and financial position. While as a group they
expect to retain beneficial ownership of a significant portion of the Company's
outstanding stock after the tender offer, some of our executive officers
(including two who are directors) have advised the Company they intend to tender
shares. The Company's non-employee directors have indicated that they do not
intend to tender shares. Any shares tendered by executive officers will be
purchased by the Company in accordance with the terms of the offer in the same
manner as shares tendered by any other stockholder of the Company.

As of March 25, 2002, directors and executive officers of the Company
beneficially owned 2,022,288 shares of common stock (including 241,500 shares
subject to options exercisable within 60 days), or 47% of the Company's
outstanding shares. Stuart C. Siegel owned 1,501,369 shares (including the
172,197 shares with respect to which he acts as a trustee described in Note 1 to
the table at the beginning of this Section 9), or 37% of the Company's
outstanding shares. Five other executive officers owned 514,919 shares
(including 241,500 shares subject to options exercisable within 60 days), or 12%
of the Company's outstanding shares.

As described under "Federal Income Tax Considerations", depending on individual
facts and circumstances, the sale of stock to the Company in the tender offer
may be treated as either a dividend or a sale or exchange that may qualify for
capital gains treatment. Mr. Siegel and the other executive officers have
consulted their tax advisors and believe that it is necessary for them to reduce
their percentage ownership of the Company in order to qualify for capital gains
treatment. Accordingly, in addition to participating in the tender, they have
advised the Company that they have adopted stock disposition plans under which
they will take other actions such as charitable gifts of Company stock,
surrendering stock to the Company in connection with stock option exercises or
to satisfy their obligations to repay loans under certain of the Company's
employee benefit plans, and open market or private sales. Even after such
transactions are completed, however, it is anticipated that Mr. Siegel will
continue to beneficially own in excess of 29% of the Company's outstanding
common stock and that all directors and executive officers as a group will
beneficially own in excess of 37% of the Company's outstanding common stock.

These expectations are based on present intentions of the directors and
executive officers as communicated to the Company and estimates of participation
in the tender offer by other stockholders.

Absence of Other Planned Transactions. Except as disclosed herein, we currently
have no plans or proposals which relate to or would result in:

o an extraordinary transaction, such as a merger, reorganization or
liquidation, involving us or any of our subsidiaries;

o a purchase, sale or transfer of a material amount of our assets or any of
our subsidiaries;

o any material change in our present dividend policy, indebtedness or
capitalization;

o any change in our present Board of Directors or management;

o any other material change in our corporate structure or business;

o our common stock being delisted from NASDAQ;

o the acquisition by any person of additional securities of ours or the
disposition of our securities; or

o any changes in our charter, bylaws or other governing instruments or any
other transactions that could impede acquisition or control of the
Company.

10. Source and Amount of Funds

Assuming we purchase 1,818,181 shares in the offer at a purchase price of $11.00
per share, we expect the maximum aggregate cost, including all fees and expenses
applicable to the offer, to be approximately $20.5 million. This amount will be
paid from borrowings under the Company's new credit facilities with Branch
Banking and Trust Company of Virginia and SunTrust Bank and available cash and
cash equivalents. The maximum amount available to the Company under the credit
facilities is $46 million, with a $26 million revolving loan, term loan of up to
$8 million, and a credit line loan equal to the difference between $20 million
and the amount of the term loan. The facilities will be secured by liens on the
Company's inventory and the Company's headquarters property. In addition to
financing this offer, the facilities are available for general corporate
purposes. Amounts outstanding under the facilities will bear interest at a
variable rate based on LIBOR. The facilities will mature in 2007, with monthly
principal payments on the term loan beginning one month after the initial
drawdown and principal reductions on the line of credit loan beginning in 2003.
The credit facilities contain customary financial covenants, including
restrictions on the Company's ability to pay dividends and to repurchase its
capital stock, other than as part of this offer.

11. Certain Information About the Company

S & K Famous Brands, Inc. and its predecessors have been in business for 35
years. The Company began operations with one store and as of March 28, 2002
operates 237 stores. The Company was incorporated in Virginia in 1970, as
successor to a business established in 1967. The Company is engaged in the
retail sale of men's apparel, including a full line of men's suits, sportcoats,
slacks, shirts, ties, sportswear, shoes and related accessories, through stores
trading as S & K Famous Brand Menswear. The Company sells in-season,
first-quality, men's apparel, primarily with nationally recognized brand names,
at 20% to 40% less than regular, full-priced department and specialty store
prices.

The Company's corporate headquarters is located at 11100 West Broad Street,
Richmond, Virginia; the telephone number is (804) 346-2500.

Additional Information. We are subject to the filing requirements of the
Exchange Act and, in accordance therewith, are obligated to file reports and
other information with the SEC relating to our business, financial condition and
other matters. Information, as of particular dates, concerning our directors and
officers, their remuneration, options granted to them, the principal holders of
our securities and any material interest of such persons in transactions with us
is required to be disclosed in proxy statements distributed to our stockholders
and filed with the SEC. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington D.C. 20549; and at its regional offices in
Chicago, Illinois and New York, New York. Copies of such material may also be
obtained by mail, upon payment of the SEC's customary charges, from the Public
Reference Section of the 450 Fifth Street, N.W., Washington D.C. 20549. The SEC
also maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information filed on the EDGAR system. Reports,
proxy statements and other information concerning us also can be inspected at
the offices of NASDAQ, Reports Section, 1735 K Street, N.W., Washington, D.C.
20549.

Forward-Looking Statements. This offer to purchase contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to analyses and information which are based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to our future prospects, developments and business
strategies. Forward-looking statements may be identified by the use of terms and
phrases such as "anticipate," "believe," "expect," "intend," "may," "plan," and
similar terms and phrases, including references to assumptions. Forward-looking
statements about the Company's future prospects are subject to both known and
unknown risks and uncertainties. Factors that could cause the Company's actual
results to differ materially from management's projections, forecasts, estimates
and expectations include, but are not limited to, the following:

(a) changes in the amount and degree of promotional intensity exerted by current
competitors and potential new competitors many of whom are, or may be, larger
and have greater financial and marketing resources;

(b) changes in general U.S. economic conditions including, but not limited to,
consumer credit availability, interest rates, inflation, and consumer sentiment
about the economy in general;

(c) changes in availability of working capital and capital expenditure
financing, including the availability of the Company's existing working capital
credit facilities to support development of retail stores;

(d) changes in the availability on acceptable terms of appropriate real estate
locations for expansion;

(e) the presence or absence of new products or product features in the
merchandise categories the Company sells and changes in the Company's actual
merchandise sales mix, including the trend toward corporate casual attire;

(f) changes in availability of or access to both domestic and foreign sources of
merchandise inventory;

(g) the ability to maintain an effective leadership team in a dynamic
environment of changes in the cost and availability of a suitable work force to
manage and support the Company's service-driven operating strategy;

(h) changes in production or distribution costs of the Company's advertising;
and

(i) unusual weather patterns.

The Company assumes no obligation to update publicly or release revisions to any
forward-looking statements, whether as a result of new information, future
events or otherwise.

The United States retail industry and the specialty apparel retail industry in
particular are dynamic by nature and have undergone significant changes in
recent years. The Company's ability to anticipate and successfully respond to
continuing challenges is key to achieving its expectations.

12. Effect of the Offer on the Market for Shares; Registration Under the
Securities Exchange Act

Our purchase of shares in the offer will reduce the number of shares that might
otherwise trade publicly and is likely to reduce the number of stockholders.
Nonetheless, the Company anticipates that there will still be a sufficient
number of shares outstanding and publicly traded following the offer to ensure a
continued trading market in the shares. Based on NASDAQ's published guidelines,
we do not believe that our purchase of shares in the offer will cause our
remaining shares to be delisted from NASDAQ.

The shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the shares. We believe that, following the
purchase of shares in the offer, the shares will continue to be "margin
securities" for purposes of the Federal Reserve Board's margin regulations.
Eligibility for treatment as "margin securities" will, however, continue to
depend on maintenance of a minimum daily trading volume.

The shares are registered under the Exchange Act, which requires, among other
things, that we furnish certain information to our stockholders and to the
Commission and comply with the Commission's proxy rules in connection with
meetings of our stockholders. As of March 25, 2002, the Company had less than
300 record holders, as determined in accordance with SEC rules. As a result, the
Company would be permitted to deregister its common stock under Section 12(g)(4)
of the Exchange Act and to cease filing reports under Section 15(d) of the
Exchange Act. The Company does not intend, as a result of the offer or
otherwise, to deregister its shares and cease filing reports under the Exchange
Act.

13. Certain Legal Matters; Regulatory Approvals

We are not aware of any material license or regulatory permit that might be
adversely affected by our acquisition of shares as contemplated in the offer or
of any approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for our acquisition or ownership of shares as contemplated by
the offer. Should any such approval or other action be required, we currently
expect to seek the approval or other action. We cannot predict whether we may
determine that we are required to delay the acceptance for payment of, or
payment for, shares tendered in the offer pending the outcome of any such
matter. There can be no assurance that any such approval or other action, if
needed, would be obtained at all or without substantial conditions or that the
failure to obtain any such approval or other action might not result in adverse
consequences to our business. Our obligations under the offer to accept for
payment and pay for shares are subject to certain conditions. See Section 6.

14. Federal Income Tax Considerations

In General. The following summary describes certain United States federal income
tax consequences relevant to the offer. The discussion contained in this summary
is based upon the Internal Revenue Code of 1986, as amended (the "Code"),
existing, final, temporary and proposed United States Treasury regulations
thereunder, rulings, administrative pronouncements and judicial decisions,
changes to which could materially affect the tax consequences described herein
and could be made on a retroactive or prospective basis. As discussed below,
depending upon a stockholder's particular circumstances, our purchase of the
stockholder's shares in the offer will be treated either as a sale or a dividend
for United States federal income tax purposes. Accordingly, the purchase
generally will be referred to in this section of the offer to purchase as an
"exchange" of shares for cash.

Scope. This summary does not apply to shares acquired as compensation, including
shares acquired upon the exercise of options or which were or are subject to
forfeiture restrictions. This summary also does not address the state, local or
foreign tax consequences of participating in the offer. This summary discusses
only shares held as capital assets, within the meaning of Section 1221 of the
Code, and does not address all of the tax consequences that may be relevant to
particular stockholders in light of their personal circumstances, or to certain
types of stockholders, such as certain financial institutions, dealers in
securities or commodities, insurance companies, tax-exempt organizations or
persons who hold shares as a position in a "straddle" or as a part of a
"hedging", "conversion" or "constructive sale" transaction for United States
federal income tax purposes or persons whose functional currency is not the
United States dollar.

Furthermore, the discussion of the consequences of an exchange of shares for
cash in the offer applies only to a United States stockholder. For purposes of
this summary, a "United States stockholder" is a holder of shares that is (1) a
citizen or resident of the United States, (2) a corporation or other entity
taxable as a corporation created or organized in or under the laws of the United
States, any state or any political subdivision thereof, (3) an estate, the
income of which is subject to United States federal income taxation regardless
of its source or (4) a trust if a

court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States fiduciaries have the
authority to control all substantial decisions relating to the trust.

Accordingly, this summary does not address the tax consequences to foreign
stockholders, including those who will be subject to United States federal
income tax on a net basis on the proceeds of their exchange of shares in the
offer because such income is effectively connected with the conduct of a trade
or business within the United States. Such stockholders are generally taxed in a
manner similar to United States holders. Foreign stockholders who are not
subject to United States federal income tax on a net basis should see Section 3
for a discussion of the applicable United States withholding rules and the
potential for obtaining a refund of all or a portion of the tax withheld.

STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR
CONSEQUENCES OF PARTICIPATION IN THE OFFER.

Characterization of the Sale. An exchange of shares by a stockholder in the
offer will be a taxable transaction for United States federal income tax
purposes. The United States federal income tax consequences of the exchange to a
stockholder may vary depending upon the stockholder's particular facts and
circumstances. Under Section 302 of the Code, an exchange of shares by a
stockholder to the Company in the offer will be treated as a "sale or exchange"
of such shares for United States federal income tax purposes, rather than as a
deemed distribution by the Company with respect to shares continued to be held,
or deemed to be constructively held, by the tendering stockholder, if the
receipt of cash upon such exchange (1) is "substantially disproportionate" with
respect to the stockholder, (2) results in a "complete termination" of the
stockholder's interest in the Company, or (3) is "not essentially equivalent to
a dividend" with respect to the stockholder. These Section 302 tests are
explained more fully below.

If any of the Section 302 tests are satisfied, and the sale of the tendered
shares is therefore treated as a "sale or exchange" of such shares for United
States federal income tax purposes, the tendering stockholder will recognize
capital gain or loss equal to the difference between the amount of cash received
by the stockholder in the offer and the stockholder's adjusted tax basis in the
shares sold. Any such gain or loss recognized by individuals, trusts or estates
will be long-term capital gain or loss if the shares have been held for more
than 12 months. Therefore, a tendering stockholder may want to take the various
adjusted tax bases and holding periods of his shares, if such characteristics
are not uniform, into account in determining which shares to tender.

If none of the Section 302 tests is satisfied, then, to the extent of our
current and accumulated earnings and profits, the tendering stockholder will be
treated as having received a dividend taxable as ordinary income in an amount
equal to the entire amount of cash received by the stockholder in the offer,
without reduction for the adjusted tax basis of the shares sold in the offer, no
loss will be recognized, and, subject to reduction as described below for
corporate stockholders eligible for the dividends-received deduction, the
tendering stockholder's adjusted tax basis in the shares exchanged in the offer
will be added to the stockholder's adjusted tax basis in the stockholder's
remaining shares. No assurance can be given that any of the Section

302 tests will be satisfied as to any particular stockholder and thus no
assurance can be given that any particular stockholder will not be treated as
having received a dividend taxable as ordinary income. If the exchange of shares
by a stockholder is not treated as a sale or exchange for federal income tax
purposes, any cash received for shares in the offer in excess of our current and
accumulated earnings and profits will be treated, first, as a nontaxable return
of capital to the extent of the stockholder's adjusted tax basis in the shares,
and thereafter, as taxable capital gain, to the extent the cash received exceeds
such basis.

Constructive Ownership of Stock. In determining whether any of the Section 302
tests are satisfied, a stockholder must take into account not only the shares
that he or she actually owns, but also shares that are constructively owned by
the stockholder by reason of the attribution rules set forth in Section 318 of
the Code. Under Section 318 of the Code, a stockholder may be treated as owning
(1) shares that are actually owned, and in some cases constructively owned, by
certain related individuals or certain entities in which the stockholder owns an
interest, or, in the case of stockholders that are entities, by certain
individuals or entities that own an interest in the stockholder, and (2) shares
that the stockholder has the right to acquire by exercise of an option or a
conversion right contained in another instrument held by the stockholder.
Certain dispositions or acquisitions of shares by a stockholder, related
individuals or entities or the corporation, may, particularly if
contemporaneous, be deemed to be part of a single integrated transaction that
will be taken into account in determining whether any of the Section 302 tests
have been satisfied in connection with shares sold in the offer. Each
stockholder should be aware that because proration may occur in the offer, even
if all the shares actually and constructively owned by a stockholder are
tendered in the offer, we may purchase fewer than all of such shares. Thus,
proration may affect whether a sale by a stockholder pursuant to the offer will
meet any of the Section 302 tests.

Section 302 Tests. One of the following tests must be satisfied in order for the
exchange of shares in the offer to be treated as a sale or exchange for federal
income tax purposes.

o Substantially Disproportionate Test. The receipt of cash by a stockholder
will be "substantially disproportionate" if the percentage of the
outstanding shares actually and constructively owned by the stockholder
immediately following the exchange of shares in the offer (treating all
shares purchased in the offer as not being outstanding) is less than 80%
of the percentage of the outstanding shares actually and constructively
owned by the stockholder immediately before the exchange of shares in the
offer (treating all shares purchased in the offer as outstanding), and if,
immediately following the exchange, the stockholder owns, actually and
constructively, less than 50% of the total combined voting power in the
Company. Stockholders should consult their own tax advisors with respect
to the application of the "substantially disproportionate" test to their
particular situation and circumstances.

o Complete Termination Test. The receipt of cash by a stockholder will be a
"complete termination" of the stockholder's interest in the Company if
either (1) all of the shares actually and constructively owned by the
stockholder are exchanged in the offer, or (2) all of the shares actually
owned by the stockholder are exchanged in the offer and, with respect to
the shares constructively owned by the stockholder which are not exchanged
in the offer, the

stockholder is eligible to waive (and effectively waives) constructive
ownership of all such shares under procedures described in Section 302(c)
of the Code. Stockholders considering making such a waiver should do so in
consultation with their own tax advisors.

o Not Essentially Equivalent to a Dividend Test. Even if the receipt of cash
by a stockholder fails to satisfy the "substantially disproportionate"
test and the "complete termination" test, a stockholder may nevertheless
satisfy the "not essentially equivalent to a dividend" test if the
stockholder's exchange of shares in the offer results in a "meaningful
reduction" in the stockholder's proportionate interest in the Company.
Whether the receipt of cash by a stockholder who exchanges shares in the
offer will be "not essentially equivalent to a dividend" will depend upon
the stockholder's particular facts and circumstances. The IRS has
indicated in published revenue rulings that even a small reduction in the
proportionate interest of a small minority stockholder in a publicly held
corporation who exercises no control over corporate affairs may constitute
such a "meaningful reduction." Stockholders expecting to rely on the "not
essentially equivalent to a dividend" test should consult their own tax
advisors as to its application to their particular situation and
circumstances.

Under certain circumstances, it may be possible for a tendering stockholder to
satisfy one of the above three tests by selling or otherwise disposing of all or
some of the shares that are actually owned (or by causing another to sell or
otherwise dispose of all or some of the shares that are constructively owned) by
the stockholder but are not purchased in the offer if such sale or other
disposition is deemed to be part of a single integrated transaction with the
stockholder's tender. Conversely, a tendering stockholder may not be able to
satisfy one of the above three tests because of acquisitions of shares by the
stockholder, by some person or entity whose shares would be treated as
constructively owned by the stockholder, or by the Company if determined to be
part of a single integrated transaction with the stockholder's tender.
Stockholders should consult their tax advisors regarding the tax consequences of
any such sales or acquisitions in their particular circumstances.

Corporate Stockholder Dividend Treatment. If an exchange of shares in the offer
by a corporate stockholder is treated as a dividend, the corporate stockholder
may be entitled to claim a deduction in an amount equal to 70% of the gross
dividend under Section 243 of the Code, subject to applicable limitations.
Corporate stockholders should consider the effect of Section 246(c) of the Code,
which disallows the 70% dividends-received deduction with respect to any
dividend on any share of stock that is held for 45 days or less during the
90-day period beginning on the date which is 45 days before the date on which
such share becomes ex-dividend with respect to such dividend. For this purpose,
the length of time a taxpayer is deemed to have held stock may be reduced by
periods during which the taxpayer's risk of loss with respect to the stock is
diminished by reason of the existence of certain options or other hedging
transactions. Moreover, under Section 246A of the Code, if a corporate
stockholder has incurred indebtedness directly attributable to an investment in
shares, the 70% dividends-received deduction may be reduced by a percentage
generally computed based on the amount of the indebtedness and the stockholder's
total adjusted tax basis in the shares.

In addition, any amount received by a corporate stockholder in the offer that is
treated as a dividend will generally constitute an "extraordinary dividend"
under Section 1059 of the Code.

Generally, an "extraordinary dividend" is a dividend that (1) equals or exceeds
10% of the stockholder's tax basis in its shares (treating all dividends having
ex-dividend dates within an 85-day period as a single dividend) or (2) exceeds
20% of the stockholder's adjusted tax basis in the shares (treating all
dividends having ex-dividend dates within a 365-day period as a single
dividend). Accordingly, a corporate stockholder would be required under Section
1059(a) of the Code to reduce its adjusted tax basis, but not below zero, in its
shares by the non-taxed portion of the extraordinary dividend (i.e., the portion
of the dividend for which a dividends-received deduction is allowed) and, if
such portion exceeds the stockholder's adjusted tax basis in its shares, to
treat the excess as gain from the sale of such shares in the year in which the
dividend is received. These basis reduction and gain recognition rules would be
applied by taking account of only the stockholder's adjusted tax basis in the
shares that were sold, without regard to other shares that the stockholder may
continue to own. Corporate stockholders should consult their own tax advisors as
to the application of Sections 243, 246, 246A and 1059 of the Code to the offer,
and to any dividends which may be treated as paid with respect to shares sold
pursuant to the offer.

We cannot predict whether or to what extent the offer will be oversubscribed. If
the offer is oversubscribed, proration of the tenders in the offer will cause us
to accept fewer shares than are tendered. Therefore, a stockholder can be given
no assurance that a sufficient number of shares will be exchanged in the offer
to ensure that the exchange will be treated as a sale, rather than as a
dividend, for United States federal income tax purposes under the rules
discussed above.

Backup Withholding. See Section 3 with respect to the application of United
States federal income tax backup withholding.

THE TAX CONSEQUENCES OF AN EXCHANGE OF SHARES IN THE OFFER MAY VARY DEPENDING
UPON, AMONG OTHER THINGS, THE PARTICULAR SITUATION AND CIRCUMSTANCES OF THE
TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL
OR FOREIGN TAX CONSEQUENCES OF THE OFFER. STOCKHOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS TO DETERMINE THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN
AND OTHER TAX CONSEQUENCES OF EXCHANGES MADE BY THEM IN THE OFFER, INCLUDING THE
EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES MENTIONED ABOVE.

15. Extension of the Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, at any time and from
time to time, and whether or not any of the events set forth in Section 6 occur
or are deemed by us to have occurred, to extend the period of time during which
the offer is open and thereby delay acceptance for payment of, and payment for,
any shares by giving oral or written notice of such extension to the depositary
and making a public announcement of the extension. We also expressly reserve the
right, in our sole discretion, to terminate the offer and not accept for payment
or pay for any shares not already accepted for payment or paid for or, subject
to applicable law, to postpone payment for shares upon the occurrence of any of
the conditions specified in Section 6 by giving oral or written notice of such
termination or postponement to the

depositary and making a public announcement of the termination or postponement.
Our reservation of the right to delay payment for shares which we have accepted
for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which
requires that we must pay the consideration offered or return the shares
tendered promptly after termination or withdrawal of a tender offer.

Subject to compliance with applicable law, we further reserve the right, in our
sole discretion, and whether or not any of the events set forth in Section 6
occur or are deemed by us to have occurred, to amend the offer in any respect,
including, without limitation, by decreasing or increasing the consideration
offered or by decreasing or increasing the number of shares being sought in the
offer. Amendments to the offer may be made at any time and from time to time and
will be effected by public announcement. In the case of an extension, any such
announcement must be issued no later than 9:00 a.m., Eastern time, on the next
business day after the last previously scheduled or announced expiration date.
We will release any public announcement of an amendment, extension, postponement
or termination promptly to the PR Newswire. Any other means of disseminating the
announcement will be at our option.

If we make a material change in the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by applicable rules under the Exchange
Act. If (1) we increase or decrease the price to be paid for shares, we increase
the number of shares being sought and such increase in the number of shares
being sought exceeds 2% of the outstanding shares, or we decrease the number of
shares being sought, and (2) the offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from
the date that notice of such increase or decrease is first published, sent or
given, we will extend the offer until the expiration of such period of ten
business days.

16. Fees and Expenses

We have retained Mellon Investor Services LLC ("Mellon") as the depositary and
information agent in connection with the offer. Mellon will receive reasonable
and customary compensation for their services. We will also reimburse Mellon for
out-of-pocket expenses and have agreed to indemnify Mellon against certain
liabilities in connection with the offer, including certain liabilities under
the federal securities laws. Mellon has not been retained to make solicitations
or recommendations in connection with the offer.

We will not pay fees or commissions to any broker, dealer, commercial bank,
trust company or other person for soliciting any shares. We will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the offer to the beneficial
owners for which they act as nominees. No such broker, dealer, commercial bank
or trust company has been authorized to act as our agent for purposes of the
offer. We will pay, or cause to be paid, any stock transfer taxes on our
purchase of shares, except as otherwise provided in Instruction 6 of the letter
of transmittal.

We have retained Davenport to act as our financial advisor in connection with
our offer. Davenport has given us financial advice with respect to our offer and
will receive compensation

in connection with our offer. We have entered into an agreement with Davenport
that provides for a fee of $260,000 as compensation for various financial
services, including acting as financial advisor with the offer. We have also
agreed to reimburse Davenport for reasonable out-of-pocket expenses incurred in
connection with the offer, including reasonable fees and expenses of counsel,
and to indemnify Davenport against various liabilities in connection with the
offer, including liabilities under the federal securities laws.

17. Miscellaneous

We are not aware of any jurisdiction where the making of the offer is not in
compliance with applicable law. If we become aware of any jurisdiction where the
making of the offer is not in compliance with any valid applicable law, we will
make a good faith effort to comply with the law. If, after a good faith effort,
we cannot comply with such law, we will not make the offer to, nor will we
accept tenders from or on behalf of, the holders of shares residing in the
jurisdiction. In any jurisdiction where the securities or blue sky laws require
the offer to be made by a licensed broker or dealer, the offer is being made on
our behalf by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.

In accordance with Rule 13e-4 under the Exchange Act, we have filed with the SEC
an Issuer Tender Offer Statement on Schedule TO that contains additional
information with respect to the offer. The Schedule TO, including the exhibits
and any amendments thereto, may be examined, and copies may be obtained, at the
same places and in the same manner as is set forth in Section 11 with respect to
information concerning us.

S & K FAMOUS BRANDS, INC.

March 28, 2002

Facsimile copies of the letter of transmittal will be accepted. A holder of
shares or such stockholder's broker, dealer, commercial bank, trust company or
other nominee should properly complete and send or deliver the letter of
transmittal and certificates for the shares and any other required documents to
the depositary at its address set forth below:

MELLON INVESTOR SERVICES LLC

The Depositary Agent

BY MAIL: BY OVERNIGHT COURIER: BY HAND:
P. O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Stop--Reorg New York, NY 10271
Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.

BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 296-4273
FOR CONFIRMATION BY TELEPHONE:
(201) 296-4860

Any questions or requests for assistance or for additional copies of this offer
to purchase, the letter of transmittal or the notice of guaranteed delivery may
be directed to the Mellon Investor Services LLC, as information agent, at
1-800-279-1247. The address for the information agent is Mellon Investor
Services LLC, 44 Wall Street, 7th Floor, New York, NY 10005. Stockholders may
also contact their broker, dealer, commercial bank or trust company for
assistance concerning the offer. To confirm delivery of shares, stockholders
should contact the depositary.

March 28, 2002