<PAGE>   1
                                                                     EXHIBIT 4.1

                           OFFER TO PURCHASE FOR CASH
                                  ANY AND ALL
             OUTSTANDING 9 1/2% SENIOR SUBORDINATED NOTES DUE 2003
                                   ISSUED BY

                              CMI INDUSTRIES, INC.

                                      AND
            SOLICITATION OF CONSENTS TO AMENDMENTS OF THE INDENTURE

         CMI Industries, Inc., a Delaware corporation ("CMI"), hereby offers to
purchase for cash, on the terms and subject to the conditions set forth in this
Offer to Purchase and Consent Solicitation (as it may be supplemented or amended
from time to time, the "Offer to Purchase") and the related Consent and Letter
of Transmittal (as it may be supplemented or amended from time to time, the
"Consent and Letter of Transmittal," and together with the Offer to Purchase,
the "Offer"), any and all of the outstanding 9 1/2% Senior Subordinated Notes 
due 2003 (the "Notes") issued pursuant to the Indenture dated as of October 28,
1993 between CMI, as issuer (together with its successors and assigns, the
"Issuer"), and The Chase Manhattan Bank, as Trustee (the "Trustee"), at a price
per $1,000 in Note principal to be determined in the manner described herein by
reference to a fixed spread of 50 basis points (0.50%) over the yield, on June
23, 1998 or, if the Offer is extended, the third business day prior to the
Expiration Date (as defined below) (June 23, 1998 or such later date being
hereafter referred to as the "Pricing Date"), of the 6% U.S. Treasury Note due
September 30, 1998 (the "Benchmark Treasury Security"), plus accrued and unpaid
interest on the Notes to, but not including, the date of payment, less the
Consent Payment (as defined below), net to tendering holders of the Notes in
cash (the "Offer Price").

<TABLE>
<CAPTION>
    CUSIP No.         Security                      Benchmark Treasury Security        Fixed Spread 
    ---------         --------                      ---------------------------        ------------ 
    <S>               <C>                           <C>                                <C>
    125765AA5         9 1/2% Senior Subordinated    6% U.S. Treasury Note due          0.50% 
                             Notes due 2003            September 30, 1998           
</TABLE>

         In conjunction with the Offer, CMI is also hereby soliciting consents
(the "Solicitation") from holders of the Notes (each, a "Holder" and,
collectively, the "Holders") of at least a majority of the aggregate principal
amount of the outstanding Notes (the "Requisite Consents") to the proposed
amendments described herein (the "Proposed Amendments") of the Indenture dated
as of October 28, 1993 pursuant to which the Notes were issued. The Proposed
Amendments would eliminate substantially all of the covenants in the Indenture,
other than the covenants to pay interest on and principal of the Notes when due,
and would eliminate events of default under the Indenture relating to defaults
on other indebtedness. A consent payment of $10.00 per $1,000 in Note principal
(the "Consent Payment") is payable to Holders who tender their Notes and provide
their consents to the Proposed Amendments ("Consents") (and have not withdrawn
such Notes and such Consents) at or prior to Midnight, New York City time, on
the Consent Date (as defined below). No Consent Payment will be made in respect
to any Note which is not purchased pursuant to the Offer, and no Consent Payment
will be made in respect of any Consent which is not provided at or prior to
Midnight, New York City time, on the Consent Date. The Offer Price and the
Consent Payment, together, are hereinafter referred to as the "Total
Consideration." 


           THE DEALER MANAGER FOR THE OFFER AND THE SOLICITATION IS:

                     NATIONSBANC MONTGOMERY SECURITIES LLC

                                  JUNE 1, 1998


<PAGE>   2



         Adoption of the Proposed Amendments may have adverse consequences for
Holders who elect not to tender Notes in the Offer. See "Special
Factors--Effects of the Proposed Amendments" and "The Proposed Amendments".

         The Offer is conditioned on, among other things, (a) the receipt of the
Requisite Consents at or prior to Midnight, New York City time, on the
Expiration Date and such Consents having not been revoked (the "Minimum Consent
Condition"), and (b) successful completion of the Debt Offering (as defined
below), all as more fully described below under the caption "The Offer and the
Solicitation - Certain Conditions of the Offer." CMI reserves the right to waive
any one or more of the conditions to the Offer. The Proposed Amendments will be
effective as of the execution of the Supplemental Indenture (as defined below)
and will become operative at such time as CMI accepts the tendered Notes for
payment.

         HOLDERS WHO TENDER NOTES IN THE OFFER ARE OBLIGATED TO CONSENT TO ALL
OF THE PROPOSED AMENDMENTS. PURSUANT TO THE TERMS OF THE CONSENT AND LETTER OF
TRANSMITTAL, THE COMPLETION, EXECUTION AND DELIVERY THEREOF BY A HOLDER IN
CONNECTION WITH THE TENDER OF NOTES WILL BE DEEMED TO CONSTITUTE THE CONSENT OF
SUCH TENDERING HOLDER TO ALL OF THE PROPOSED AMENDMENTS. 

         Because the Offer Price is based on a fixed spread pricing formula
linked to a yield on the Benchmark Treasury Security, the Offer Price will be
affected by changes in such yield during the term of the Offer prior to the
Pricing Date.

         THE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JUNE 26,
1998, UNLESS THE OFFER IS EXTENDED (JUNE 26, 1998 OR SUCH LATER DATE TO WHICH
THE OFFER IS EXTENDED BEING HEREAFTER REFERRED TO AS THE "EXPIRATION DATE").
HOLDERS OF NOTES MUST TENDER NOTES (AND NOT HAVE WITHDRAWN SUCH NOTES) AT OR
PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE IN ORDER TO
RECEIVE THE OFFER PRICE. IN ORDER TO RECEIVE THE CONSENT PAYMENT, HOLDERS OF
NOTES MUST TENDER NOTES AND PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS
(AND NOT HAVE WITHDRAWN SUCH NOTES OR REVOKED SUCH CONSENTS) AT OR PRIOR TO
MIDNIGHT, NEW YORK CITY TIME, ON THE DATE (THE "CONSENT DATE") THAT IS ONE
BUSINESS DAY FOLLOWING THE PUBLIC ANNOUNCEMENT BY PRESS RELEASE OF THE LATER OF
(i) JUNE 12, 1998 (PROVIDED CMI RECEIVES THE REQUISITE CONSENTS BY SUCH DATE) OR
(ii) SUCH DATE AS CMI HAS RECEIVED THE REQUISITE CONSENTS (SUCH DATE AS CMI
RECEIVES THE REQUISITE CONSENTS, THE "CONSENT ACHIEVEMENT DATE"). TENDERED NOTES
MAY BE WITHDRAWN AND RELATED CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO
MIDNIGHT, NEW YORK CITY TIME, ON THE CONSENT DATE BUT NOT THEREAFTER. IF
NECESSARY, THE COMPANY INTENDS TO EXTEND THE OFFER SO THAT THE EXPIRATION DATE
OCCURS NO EARLIER THAN FIVE BUSINESS DAYS FOLLOWING THE CONSENT DATE. THE
PRICING DATE FOR THE NOTES WILL BE JUNE 23, 1998 OR, IF THE OFFER IS EXTENDED,
THE PRICING DATE WILL BE THE DATE THAT IS THE THIRD BUSINESS DAY PRIOR TO THE
EXPIRATION DATE. 

         Any Holder desiring to tender, and give its Consent in respect of, all
or any portion of such Holder's Notes should either (i) complete and sign the
Consent and Letter of Transmittal (or a facsimile thereof) in accordance with
the instructions in the Consent and Letter of Transmittal and mail or deliver it
together with the tendered Notes, and any other required documents, to The Chase
Manhattan Bank, the depositary for the Offer (the "Depositary"), or tender such
Notes pursuant to the procedure for book entry transfer set forth in the "The
Offer and the Solicitation - Procedures for Tendering Notes" or (ii) request 
such Holder's broker,


                                       ii


<PAGE>   3



dealer, commercial bank, trust company or other nominee to effect the
transaction for such Holder. A Holder who has Notes registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
that entity if such Holder desires to tender such Notes and give its Consent.
Any Holder who desires to tender such Holder's Notes and whose Notes are not
immediately available or who cannot comply with the procedures for book-entry
transfer on a timely basis may tender such Notes and give its Consent by
following the procedures for guaranteed delivery set forth in "The Offer and the
Solicitation -- Procedures for Tendering Notes." 

         See "Special Factors" and "Certain Federal Income Tax Consequences" for
discussions of certain factors that should be considered in evaluating the Offer
and the Solicitation. 

         IN THE EVENT THAT THE OFFER AND THE SOLICITATION ARE WITHDRAWN OR
OTHERWISE NOT COMPLETED, THE TOTAL CONSIDERATION WILL NOT BE PAID OR BECOME
PAYABLE TO HOLDERS OF THE NOTES WHO HAVE VALIDLY TENDERED THEIR NOTES AND
DELIVERED CONSENTS IN CONNECTION WITH THE OFFER AND THE SOLICITATION.

         NEITHER CMI NOR THE DEALER MANAGER MAKE ANY RECOMMENDATION AS TO
WHETHER OR NOT HOLDERS SHOULD TENDER NOTES IN RESPONSE TO THE OFFER OR PROVIDE
CONSENTS TO THE PROPOSED AMENDMENTS IN RESPONSE TO THE SOLICITATION. 

         Any questions regarding the terms of the Offer should be directed to
the Dealer Manager. Requests for additional copies of this Offer to Purchase,
the Consent and Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent as set forth on the back cover. Beneficial
owners may also contact their broker, dealer, commercial bank or trust company
for assistance concerning the Offer and the Solicitation. 


                                      iii


<PAGE>   4



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page No.
<S>                                                                              <C>
SUMMARY .............................................................................  1
BACKGROUND OF THE OFFER .............................................................  3
     CMI Industries, Inc. ...........................................................  3
     The Merger and the Exchange ....................................................  3
     Purpose of the Offer and the Solicitation ......................................  3
     Source of Funds ................................................................  3
SPECIAL FACTORS .....................................................................  5
     Effects of the Proposed Amendments .............................................  5
     Limited Market for the Notes ...................................................  5
     Tax Matters ....................................................................  5
     Subsequent CMI Repurchase of Notes; Discharge by CMI ...........................  5
DESCRIPTION OF NOTES ................................................................  6
     General ........................................................................  6
     Covenants ......................................................................  6
THE PROPOSED AMENDMENTS .............................................................  7
THE OFFER AND THE SOLICITATION ......................................................  9
     Principal Terms of the Offer and the Solicitation ..............................  9
     Acceptance for Payment and Payment for Notes ................................... 11
     Procedure for Tendering Notes .................................................. 12
     Withdrawal Rights .............................................................. 14
     Certain Conditions of the Offer ................................................ 15
     Interest on Notes .............................................................. 16
     Certain Legal Matters .......................................................... 16
     Dealer Manager ................................................................. 16
     Fees ........................................................................... 17
     Depositary and Information Agent ............................................... 17
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ............................................. 18
ADDITIONAL INFORMATION .............................................................. 20
MISCELLANEOUS ....................................................................... 21
Annex A-1 Formula For Calculation of Offer Price and Total Consideration ............ 22
Annex A-2 Hypothetical Calculation of Offer Price and Total Consideration ........... 23
</TABLE>

                                 _______________


     THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND RELATED CONSENT AND
LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 


                                       iv


<PAGE>   5



                                    SUMMARY

         CMI hereby offers to purchase for cash, on the terms and subject to the
conditions set forth in the Offer, any and all of the outstanding Notes at the
Offer Price. 

         The Offer Price for each $1,000 of principal of the Notes tendered
pursuant to the Offer will equal (i) the present value on the Payment Date (as
hereinafter defined) of (a) $1,047.50 plus (b) interest payments which would
have been payable thereon from the Payment Date to, but not including, October
1, 1998 (the "First Redemption Date"), in each case as determined on the basis
of a yield to the First Redemption Date, equal to the sum of (x) the yield on
the Benchmark Treasury Security, as calculated by the Dealer Manager in
accordance with its standard practice for such calculations based on the bid
price for such Benchmark Treasury Security as of 2:00 p.m., New York City time,
on the Pricing Date, as displayed on page PX3 of the Bloomberg Government
Pricing Monitor (the "Bloomberg Page") or any recognized quotation source
selected by the Dealer Manager in its sole discretion if the Bloomberg
Government Pricing Monitor is not available or is manifestly erroneous, plus (y)
50 basis points (or 0.50%), plus (ii) accrued and unpaid interest thereon to,
but not including, the Payment Date, minus (iii) the Consent Payment. Holders
desiring to receive the Consent Payment of $10.00 per $1,000 principal amount of
tendered Notes must give their Consents to the Proposed Amendments as described
below at or prior to Midnight, New York City time, on the Consent Date. Holders
who tender Notes (and do not subsequently withdraw such Notes) at or prior to
Midnight, New York City time, on the Consent Date will receive aggregate
consideration in connection with the tender of their Notes (and the giving of
Consents) which shall be greater than the aggregate consideration received by
Holders tendering their Notes after the Consent Date (who will not be entitled
to receive the Consent Payment). 

         Although the yield on the Benchmark Treasury Security will be
determined only from the source noted above, information regarding the closing
yield of the Benchmark Treasury Security may also be found in The Wall Street
Journal, the New York Times and other published sources. Because the Offer Price
is based on a fixed spread pricing formula linked to a yield on the Benchmark
Treasury Security, the Offer Price will be affected by changes in such yield
during the term of the Offer prior to the Pricing Date. The formula for the
calculation of the Offer Price and the Total Consideration is included as Annex
A-1 hereto and an illustration of the calculation of the Offer Price and the
Total Consideration is included as Annex A-2 hereto. 

         CMI will publicly announce the pricing information referred to above by
press release to the Dow Jones News Service not later than 10:00 a.m. on the
first business day after the Pricing Date. 

         In conjunction with the Offer, CMI is also hereby soliciting Consents
from Holders of at least a majority in principal amount of the outstanding Notes
to the Proposed Amendments to the Indenture. The Proposed Amendments would
eliminate substantially all of the covenants in the Indenture other than the
covenants to pay interest on and principal of the Notes when due and would
eliminate Events of Default under the Indenture relating to defaults on other
indebtedness. See "The Proposed Amendments." The Consent Payment is an amount in
cash equal to $10.00 for each $1,000 of Note principal as to which Consents have
been validly delivered and not validly revoked at or prior to Midnight, New York
City time, on the Consent Date, provided that Holders will be entitled to a
Consent Payment only with respect to Notes purchased pursuant to the terms of
the Offer. 


         If a Holder's Notes are not properly tendered pursuant to the Offer at
or prior to Midnight, New York City time, on the Consent Date, or such Holder's
Consents are not properly delivered, or are revoked and not properly
redelivered, at or prior to Midnight, New York City time, on the Consent Date,
such Holder will


<PAGE>   6



not receive the Consent Payment, even though the Proposed Amendments will be
effective as to all Notes not purchased in the Offer, provided that the
Requisite Consents have been obtained and not revoked prior to the Consent Date.
Adoption of the Proposed Amendments may have adverse consequences for Holders of
Notes who elect not to tender Notes in the Offer because Holders of any such
Notes will not be entitled to the benefit of the covenants and certain default
provisions contained in the Indenture (which shall be eliminated upon receipt of
the Requisite Consents, execution of the Supplemental Indenture, and CMI
accepting the tendered Notes for payment), other than the covenants to pay
interest on and principal of the Notes when due and related default provisions.
See "Special Factors -- Effects of the Proposed Amendments" and "The Proposed
Amendments." 

         Holders who desire to have their Notes tendered pursuant to the Offer
are required to Consent to the Proposed Amendments. Pursuant to the terms
hereof, the completion, execution and delivery of the Consent and Letter of
Transmittal by a Holder in connection with the tender of Notes will be deemed to
constitute the Consent of such tendering Holder to the Proposed Amendments.
Holders may not deliver Consents without tendering the related Notes and may not
revoke Consents without withdrawing the previously tendered Notes from the
Offer. In no event may Notes be withdrawn or Consents previously given be
revoked after the Consent Date unless the Offer is terminated by CMI without any
Notes being purchased hereunder or as otherwise provided herein. 


         Holders who tender their Notes will not be obligated to pay brokerage
fees or commissions on the purchase by CMI of Notes pursuant to the Offer. CMI
will pay or reimburse all reasonable fees and expenses of NationsBanc Montgomery
Securities LLC, the dealer manager of the Offer (the "Dealer Manager"), The
Chase Manhattan Bank, the depositary for the Offer (the "Depositary"), and
Beacon Hill Partners, Inc., the information agent for the Offer (the
"Information Agent"), and all other reasonable costs and expenses in connection
with the Offer. 

         As of the date hereof, the aggregate principal amount of the
outstanding Notes is $125 million. As of May 22, 1998, the directors and
executive officers of CMI and their affiliates did not beneficially own any
Notes. CMI expressly reserves the absolute right, in its sole discretion from
time to time after the Expiration Date (i) to purchase any Notes through open
market or privately negotiated transactions, one or more additional tender or
exchange offers or otherwise, upon such terms and at such prices as it may
determine, and (ii) to exercise its rights under the Indenture to discharge its
obligations with respect to the Notes by depositing certain securities with the
Trustee and otherwise complying with Article Four of the Indenture. 

         The purchase of Notes pursuant to the Offer would reduce the number of
Notes that might otherwise trade publicly, and could adversely affect, among
other things, the liquidity or prices realizable in sales of the Notes following
the completion of the Offer. See "Special Factors--Certain Effects of the Offer"
for a discussion of these and other possible effects of the Offer.


         Capitalized terms used herein that are not otherwise defined have the
meanings assigned to them in the Indenture.


         HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND THE RELATED CONSENT
AND LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
NOTES AND PROVIDE THEIR CONSENTS PURSUANT TO THE OFFER. 


                                       2

<PAGE>   7



                            BACKGROUND OF THE OFFER
CMI INDUSTRIES, INC.

         CMI was formed in 1986 by Merrill Lynch Capital Partners, Inc. ("ML
Capital Partners"), a wholly owned subsidiary of Merrill Lynch & Co., Inc.,
together with certain members of present and former management. CMI is one of
the leading manufacturers and marketers of lightweight greige (unfinished)
fabrics in the United States. In addition, CMI also holds market leading
positions in certain segments of the elastic fabrics and upholstery fabrics
markets. CMI's core product offerings include greige fabrics such as
printcloths, broadcloths, twills and other fabrics used in home furnishings,
apparel, and industrial applications; elasticized fabrics used in the production
of intimate apparel, activewear and swimwear; and upholstery fabrics used in the
automotive, furniture and home textile industries. CMI is a key supplier to
leading companies in each of the industries it serves. CMI operates through
three primary divisions: the Greige Fabrics Division, the Elastic Fabrics
Division, and the Chatham Division. 

THE MERGER AND THE EXCHANGE 

         CMI Management, Inc. ("Holdco") and CMI Acquisitions, Inc., a
wholly-owned subsidiary of Holdco ("CMIA"), were formed by members of present
senior management of CMI solely for the purpose of consummating the merger
described herein. On May 15, 1998 CMI entered into a definitive merger agreement
providing for the acquisition by CMIA of the outstanding CMI Common Stock, other
than shares held by Holdco (the "Merger"). In the Merger, each outstanding share
of CMI Common Stock will be converted into the right to receive cash plus a
fractional interest in a share of Holdco Common Stock. After giving effect to
the Merger, CMI shall be the surviving corporation in the Merger and will be a
wholly owned subsidiary of Holdco. 

         Each CMI stockholder who is a current employee of CMI, and certain
other stockholders who are former employees or who have historical ties to CMI,
have been asked to enter into an exchange agreement (the "Exchange Agreement"),
pursuant to which, prior to the Merger, each such person will exchange a
predetermined number of shares of CMI Common Stock for an equal number of shares
of Holdco Common Stock. In addition, BankBoston Ventures, Inc. has agreed to
provide an equity contribution to Holdco of $9.0 million in exchange for 200,000
shares of Holdco Common Stock.

PURPOSE OF THE OFFER AND THE SOLICITATION 

         The purpose of the Offer is to acquire any and all of the outstanding
Notes. The purpose of the Solicitation and the Proposed Amendments is to
eliminate certain of the restrictive covenants contained in the Indenture and,
thereby, to enhance the operating and financial flexibility of CMI. 

SOURCE OF FUNDS 

         CMIA intends to issue at least $175 million in aggregate principal
amount of indebtedness of debt securities (the "New Notes"). Upon consummation
of the Merger, the new notes will become the obligation of CMI. The New Notes
will be issued in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, and may not be offered or sold by holders
thereof in the United States absent registration or an applicable exemption from
the registration requirements thereof. The terms of the New Notes will be
determined by market conditions and other factors at the time the New Notes are
offered for sale. This Offer to Purchase and Consent Solicitation does not
constitute an offer to sell or the solicitation of an offer to buy the New
Notes. CMI intends to fund the amounts required to consummate the


                                       3

<PAGE>   8



Offer to Purchase and the Consent Solicitation, together with the fees and
expenses incurred in connection therewith, with the net proceeds of the New
Notes, its new $75 million Senior Secured Revolving Line of Credit, as well as
its general corporate funds.


                                        4


<PAGE>   9



                                SPECIAL FACTORS

EFFECTS OF THE PROPOSED AMENDMENTS

         Notes not purchased pursuant to the Offer will remain outstanding. If
the Proposed Amendments become operative, substantially all of the restrictive
covenants contained in the Indenture will be eliminated (other than the
covenants to pay interest on and principal of the Notes when due), and certain
Events of Defaults under the Indenture relating to defaults on other
indebtedness will be eliminated. The Indenture, as so amended, will continue to
govern the terms of all Notes that remain outstanding after the consummation of
the Offer. The elimination of these covenants would permit CMI to, among other
things, incur secured or unsecured indebtedness senior to that of the Notes and
enter into mergers and sales of all or substantially all of its assets. It is
possible that any such actions that CMI would be permitted to take as a result
of the Proposed Amendments would adversely affect the interests of the
non-tendering Holders. See "The Proposed Amendments." 

         As of April 4, 1998, CMI had approximately $133 million of long-term
indebtedness outstanding. Following the Merger, the closing of the Offer, and
the successful offering of the New Notes, CMI is expected to have approximately
$206.4 million of long-term indebtedness outstanding. Any remaining outstanding
Notes will be subordinated to CMI's Senior Secured Revolving Line of Credit, and
may be subordinated to other outstanding indebtedness. 

LIMITED MARKET FOR THE NOTES 

         The Notes are not listed on any national or regional securities
exchange. To the extent that the Notes are tendered and accepted in the Offer,
any existing trading market for the remaining Notes may become more limited. A
debt security with a smaller outstanding principal amount available for trading
(a smaller "float") may command a lower price than would a comparable debt
security with a larger float. Consequently, the liquidity, market value and
price volatility of Notes which remain outstanding may be adversely affected.
Holders of unpurchased Notes may attempt to obtain quotations for the Notes from
their brokers; however, there can be no assurance that any trading market will
exist for the Notes following consummation of the Offer. The extent of the
public market for the Notes following consummation of the Offer would depend
upon the number of Holders remaining as of such time, the interest in
maintaining a market in such Notes on the part of securities dealers and other
factors. 

TAX MATTERS 

         See "Certain Federal Income Tax Considerations" for a discussion of
certain tax matters that should be considered in evaluating the Offer and the
Solicitation. 

SUBSEQUENT CMI REPURCHASE OF NOTES; DISCHARGE BY CMI 

         CMI expressly reserves the absolute right, in its sole discretion, from
time to time after the Expiration Date to purchase any Notes through open market
or privately negotiated transactions, one or more additional tender or exchange
offers or otherwise, upon such terms and at such prices as it may determine.
Nothing contained in the Offer will prevent CMI from exercising its rights under
the Indenture to discharge its obligations with respect to the Notes by
depositing certain securities with the Trustee and otherwise complying with
Article Four of the Indenture. 


                                       5


<PAGE>   10



                              DESCRIPTION OF NOTES

         THE FOLLOWING IS A SUMMARY OF CERTAIN TERMS OF THE NOTES, FORMS OF
WHICH, TOGETHER WITH THE INDENTURE, HAVE BEEN FILED AS EXHIBITS TO CMI'S FILINGS
WITH THE COMMISSION AND CAN BE OBTAINED AS DESCRIBED UNDER THE CAPTION
"ADDITIONAL INFORMATION." THE FOLLOWING SUMMARY OF THE TERMS OF THE NOTES IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT THEREOF AS SO FILED.

GENERAL 

         The Notes were issued under an Indenture dated as of October 28, 1993,
among CMI, as issuer, and The Chase Manhattan Bank, as Trustee. The Notes are
general unsecured obligations of CMI and are senior to any other subordinated
indebtedness. As of the date hereof, $125 million in aggregate principal amount
of Notes is outstanding. The Notes bear interest at the rate of 9 1/2% per
annum. Interest is paid semiannually on April 1 and October 1 of each year. At
any time on or after October 1, 1998, the Notes are redeemable at the option of
CMI prior to maturity and do not provide for any sinking fund. The Notes mature
on October 1, 2003. 

COVENANTS 

         The Indenture includes covenants which (i) limit CMI's ability to incur
any other form of indebtedness, (ii) limit the creation or incurrence of liens
on assets of CMI's subsidiaries, (iii) upon the occurrence of a change in
control of CMI, obligate CMI to offer to repurchase all of the outstanding
Notes, (iv) restrict the disposition of the proceeds of asset sales conducted by
CMI and require CMI to use the net proceeds of asset sales for tender offers of
Notes under certain circumstances, (v) restrict CMI in the payment of dividends,
or other distributions and investments, (vi) restrict the issuance of preferred
stock by subsidiaries, (vii) restrict certain mergers and similar corporate
transactions, and (viii) limit certain affiliated party transactions. 


                                       6


<PAGE>   11



                            THE PROPOSED AMENDMENTS

         The Proposed Amendments will be set forth in a supplemental indenture
(the "Supplemental Indenture") to the Indenture, which will be provided by CMI
upon any Holder's request. Upon receipt of the Requisite Consents, CMI's
acceptance for payment of the Notes tendered pursuant to the Offer, and the
execution of the Supplemental Indenture, the Proposed Amendments will become
operative and will be binding upon all Holders who do not tender their Notes in
the Offer. The Proposed Amendments, upon becoming operative will eliminate
substantially all of the covenants in the Indenture, other than the covenants to
pay interest on and principal of the Notes when due, and will eliminate Events
of Default relating to defaults on certain other indebtedness of CMI. See
"Description of the Notes -Covenants" and "Special Factors - Effects of the
Proposed Amendments."

         The following are summaries of the Proposed Amendments. For more
complete information regarding the Indenture and the Supplemental Indenture,
reference is made to the Indenture and the Supplemental Indenture. 

         The Proposed Amendments to the Indenture would eliminate the cross
default contained in Section 501(f) (Events of Default) of the Indenture. The
Proposed Amendments would also eliminate the following covenants in the
Indenture:

<TABLE>
         <S>    <C>     
         1.     Section 501(d) (Default for Failure to Comply with Section 801);
         2.     Section 501(g) (Default Judgment);
         3.     Section 801 (Merger Covenant);
         4.     Section 1004 (Corporate and Subsidiary Existence);
         5.     Section 1005 (Payment of Taxes);
         6.     Section 1006 (Maintenance of Properties);
         7.     Section 1007 (Insurance);
         8.     Section 1010 (Restricted Payments);
         9.     Section 1011 (Restrictions on Investments);
         10.    Section 1012 (Restrictions on Indebtedness);
         11.    Section 1014 (Sale of Preferred Stock by Subsidiaries);
         12.    Section 1015 (Restrictions on Liens);
         13.    Section 1017 (Restrictions on Asset Sales);
         14.    Section 1018 (Restrictions on Affiliate Transactions); and
         15.    Section 1019 (Restrictions on Payments by Certain Subsidiaries).
</TABLE>

The Proposed Amendments would also delete definitions from the Indenture when
references to such definitions would be eliminated as a result of the foregoing
and will eliminate cross-references to any deleted covenants or events of
default. 

         Giving effect to the Proposed Amendments, the other material terms,
including the following covenants, would remain in the Indenture:

<TABLE>
         <S>    <C>               
         1.     Section 501(a) (Interest);
         2.     Section 501(b) (Principal);
         3.     Section 501 (c) (Purchase of Notes on Change of Control);
         4.     Section 501(e) (Other Covenants);
         5.     Section 501(h) (Involuntary Bankruptcy);
         6.     Section 501(i) (Voluntary Bankruptcy);
</TABLE>


                                       7


<PAGE>   12

<TABLE>
         <S>    <C>               
         7.     Section 703 (Company Reports);
         8.     Section 1001 (Payment of Principal and Interest);
         9.     Section 1002 (Maintenance of NY Agency);
         10.    Section 1003 (Money to be Held in Trust);
         11.    Section 1008 (No Default Certificate);
         12.    Section 1009 (Financial Information);
         13.    Section 1013 (Issuance of Additional Subordinated Debt);
         14.    Section 1016 (Purchase of Notes on Change of Control);
         15.    Section 1020 (Waiver)
</TABLE>

         Pursuant to the terms of the Indenture, the Proposed Amendments require
the written consent of the Holders of at least a majority of the aggregate
principal amount of the outstanding Notes. The Proposed Amendments with respect
to the Indenture constitute a single proposal and a tendering and/or consenting
Holder must consent to such Proposed Amendments as an entirety and may not
consent selectively with respect to certain of such Proposed Amendments. 

         Upon receipt of the Requisite Consents, the Supplemental Indenture will
be executed by CMI and the Trustee on or promptly after the Consent Achievement
Date. The Supplemental Indenture will become effective when executed; however,
the elimination of the covenants and default provisions set forth in the
Supplemental Indenture will become operative only at such time as CMI accepts
the tendered Notes for payment. If no Consent Achievement Date occurs with
respect to the Notes, the Supplemental Indenture will not be executed and the
Proposed Amendments will not become effective.

         If the Proposed Amendments relating to the Indenture become operative,
the Holders of untendered Notes will be bound thereby.

         The valid tender by a Holder of Notes pursuant to the Offer will be
deemed to constitute the giving of a Consent by such Holder to the Proposed
Amendments with respect to such Notes. 


                                       8


<PAGE>   13

                         THE OFFER AND THE SOLICITATION

PRINCIPAL TERMS OF THE OFFER AND THE SOLICITATION

         The Offer. CMI hereby offers to purchase for cash, on the terms and
subject to the conditions set forth in the Offer, any and all of the outstanding
Notes at the Offer Price.

         The Offer Price for each $1,000 of principal of the Notes tendered
pursuant to the Offer will equal (i) the present value on the Payment Date of
(a) $1,047.50 plus (b) interest payments which would have been payable thereon
from the Payment Date to, but not including, the First Redemption Date, in each
case as determined on the basis of a yield to the First Redemption Date equal to
the sum of (x) the yield on the Benchmark Treasury Security, as calculated by
the Dealer Manager in accordance with its standard practice for such
calculations based on the bid price for such Benchmark Treasury Security as of
2:00 p.m., New York City time, on the Pricing Date, as displayed on page PX3 of
the Bloomberg Government Pricing Monitor (the "Bloomberg Page") or any
recognized quotation source selected by the Dealer Manager in its sole
discretion if the Bloomberg Government Pricing Monitor is not available or is
manifestly erroneous, plus (y) 50 basis points (or 0.50%), plus (ii) accrued
and unpaid interest thereon to, but not including, the Payment Date, minus (iii)
the Consent Payment. Holders desiring to receive the Consent Payment of $10.00
per $1,000 principal amount of tendered Notes must give their consents to the
Proposed Amendments as described below at or prior to Midnight, New York City
time, on the Consent Date. Holders who tender Notes at or prior to Midnight, New
York City time, on the Consent Date will receive aggregate consideration in
connection with the tender of their Notes (and the giving of Consents) which
shall be greater than the aggregate consideration received by Holders tendering
their Notes after the Consent Date (who will not be entitled to receive the
Consent Payment).

         Although the yield on the Benchmark Treasury Security will be
determined only from the source noted above, information regarding the closing
yield of the Benchmark Treasury Security may also be found in The Wall Street
Journal, the New York Times and other published sources. Because the Offer Price
is based on a fixed spread pricing formula linked to a yield on the Benchmark
Treasury Security, the Offer Price will be affected by changes in such yield
during the term of the Offer prior to the Pricing Date. The formula for the
calculation of the Offer Price and the Total Consideration is included as Annex
A-1 hereto, and an illustration of the calculation of the Offer Price and the
Total Consideration is included as Annex A-2 hereto.

         CMI will publicly announce the pricing information referred to above by
press release to the Dow Jones News Service not later than 10:00 a.m. on the
first business day after the Pricing Date.

         On the terms and subject to the conditions of the Offer (see "Certain
Conditions of the Offer"), CMI will accept for payment, and thereby purchase,
all Notes validly tendered at or prior to Midnight, New York City time, on the
Expiration Date and not properly withdrawn in the manner described in
"Withdrawal Rights." The term "Expiration Date" means Midnight, New York City
time, on June 26, 1998, unless CMI, in its sole discretion, has extended the
period of time for which the Offer is open, in which event the term "Expiration
Date" will mean the latest time and date on which the Offer, as so extended by
CMI, expires. If necessary, CMI intends to extend the Offer so that the
Expiration Date occurs no earlier than five business days following the Consent
Date. If the Offer is extended, the Pricing Date will be the date that is the
third business day prior to the Expiration Date.


                                       9
<PAGE>   14


         The Solicitation. In conjunction with the Offer, CMI is also hereby
soliciting consents from Holders of at least a majority in principal amount of
the outstanding Notes to the Proposed Amendments to the Indenture. The Proposed
Amendments would eliminate substantially all of the covenants in the Indenture,
other than the covenants to pay interest on and principal of the Notes when due,
and would eliminate certain Events of Default under the Indenture relating to
defaults on other indebtedness of CMI. See "The Proposed Amendments." The
Consent Payment is an amount in cash equal to $10.00 for each $1,000 of Note
Principal as to which Consents have been validly delivered and not validly
revoked at or prior to Midnight, New York City time, the Consent Date, provided
that Holders will be entitled to a Consent Payment only with respect to Notes
purchased pursuant to the terms of the Offer.

         Pursuant to the terms of the Consent and Letter of Transmittal, the
completion, execution and delivery thereof by such Holder in connection with the
tender of Notes at or prior to Midnight, New York City time, on the Expiration
Date constitutes the Consent of such tendering Holder to the Proposed
Amendments. Holders of Notes may not deliver Consents without tendering their
Notes in the Offer.

         The Supplemental Indenture will be executed by CMI and the Trustee on
or promptly after the Consent Achievement Date. The Supplemental Indenture will
become effective when executed; however, the elimination of the covenants and
default provisions set forth in the Supplemental Indenture will become operative
only at such time as CMI accepts the tendered Notes for payment. If no Consent
Achievement Date occurs with respect to the Notes, the Supplemental Indenture
will not be executed and the Proposed Amendments will not become effective.

         If the Offer is terminated or withdrawn or the validly tendered Notes
are not accepted for payment, no Offer Price or Consent Payment will be paid or
payable.

         Extension or Amendment of the Offer. CMI expressly reserves the right,
at any time or from time to time, and regardless of the circumstances, to (i)
extend the period of time during which the Offer is open and thereby delay
acceptance for payment of, and the payment for, any Notes, by giving oral or
written notice of such amendment to the Depositary and (ii) amend the offer in
any respect by giving oral or written notice of such extension to the
Depositary. The rights reserved by CMI in this paragraph are in addition to
CMI's right to extend, amend or terminate the Offer as described in "Certain
Conditions of the Offer." If the Offer is amended, the Offer, as so amended,
shall remain open for as long as is required by applicable law. Any extension,
amendment or termination will be followed as promptly as practicable by public
announcement thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. Without limiting the manner in
which CMI may choose to make any public announcement, CMI currently intends to
make announcements by issuing a press release to the Dow Jones News Service. If
CMI extends the Offer, then, without prejudice to CMI's rights under the Offer,
the Depositary may retain tendered Notes on behalf of CMI, and such Notes may
not be withdrawn, nor the related Consents revoked, except to the extent
tendering Holders are entitled to withdrawal rights as described in "Withdrawal
Rights." The Offer Price will include accrued and unpaid interest on the Notes
to, but not including, the Payment Date.

         If CMI makes a material change in the terms of the offer or the
information concerning the Offer or waives a material condition of the Offer,
CMI will disseminate additional tender offer materials and extend the Offer, in
each case, to the extent required by law. As used in this Offer to Purchase,
"business day" means any day, other than Saturday, Sunday or a federal holiday,
and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time.


                                       10
<PAGE>   15

         The Offer to Purchase, the Consent and Letter of Transmittal and other
relevant materials are being mailed by CMI to record holders of Notes and are
being furnished to brokers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on CMI's list of
Holders or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial holders.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR NOTES

         On the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), CMI will accept for payment, and thereby purchase, and will pay
(i) the Offer Price for all Notes validly tendered at or prior to Midnight, New
York City time, on the Expiration Date (and not properly withdrawn in the manner
described in "Withdrawal Rights") and (ii) the Consent Payments to all Holders
who have validly tendered their Notes and provided their Consent to the Proposed
Amendments at or prior to Midnight, New York City time, on the Consent Date (and
have not properly withdrawn such Notes or revoked such Consents in the manner
described in "Withdrawal Rights"), in each case, promptly after the later of (a)
the Expiration Date and (b) the satisfaction or waiver of the conditions
described in "Certain Conditions of the Offer." Such date of payment of the
Offer Price and Consent Payments is referred to herein as the "Payment Date." In
all cases, payment for Notes purchased pursuant to the Offer and payment of
Consent Payments will be made only after timely receipt by the Depositary of (i)
the Notes, or timely confirmation (a "Book-Entry Confirmation") of the book
entry transfer of such Notes into the Depositary's account at the Depository
Trust Company ("DTC") in accordance with the procedures described in "Procedure
for Tendering Notes," (ii) a properly completed and duly executed Consent and
Letter of Transmittal or facsimile thereof, with any required signature
guarantees, or an Agent's Message (as hereinafter defined) in the case of a
book-entry transfer, and (iii) any other documents required by the Consent and
Letter of Transmittal. The term "Agent's Message" means a message, transmitted
by DTC to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that DTC has received an express acknowledgment from
the participant in DTC tendering the Notes which are the subject of such
Book-Entry Confirmation, that such participant has received and agrees to be
bound by the terms of the Consent and Letter of Transmittal, and that CMI may
enforce such agreement against such participant.

         For purposes of the Offer, CMI will be deemed to have accepted for
payment, and thereby purchased, tendered Notes if, as and when CMI gives oral or
written notice to the Depositary of its acceptance of such Notes for payment.
Payment for Notes accepted for payment pursuant to the Offer will be made by
deposit of the purchase price therefore with the Depositary, which will act as
agent for the tendering Holders for purposes of receiving payment from CMI and
transmitting payments to the tendering Holders on the Payment Date. Payments for
the Notes will include accrued interest through, but not including, the Payment
Date.

         If any tendered Notes are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason, or if more Notes than are
tendered are submitted to the Depositary, Notes for such unpurchased or
untendered Notes will be returned, without expense to the tendering Holder (or,
in the case of Notes tendered by the book-entry transfer of such Notes into the
Depositary's account at DTC in accordance with the procedures set forth in
"Procedure for Tendering Notes," such Notes will be credited to an account
maintained within DTC), as promptly as practicable following expiration,
termination or withdrawal of the Offer.

         CMI reserves the right, in its sole discretion, to transfer or assign
to any person, in whole or from time to time in part, Notes now or hereafter
beneficially owned by it. Any transfer or assignment


                                       11
<PAGE>   16

contemplated in this paragraph will not relieve CMI of its obligations under the
Offer and will in no way prejudice the rights of tendering Holders to receive
payment for Notes validly tendered and accepted for payment pursuant to the
Offer.

PROCEDURE FOR TENDERING NOTES 

         For Notes to be validly tendered pursuant to the Offer, a properly
completed and duly executed Consent and Letter of Transmittal or facsimile
thereof, with any required signature guarantees, or an Agent's Message in the
case of a book-entry transfer, and all other documents required by the Consent
and Letter of Transmittal, must be received by the Depositary at its address set
forth on the back cover of this Offer to Purchase at or prior to Midnight, New
York City time, on the Expiration Date. In addition, either (i) Notes must be
received by the Depositary, together with the Consent and Letter of Transmittal,
at such address, or such Notes must be tendered pursuant to the procedures for
book-entry tender described below and a Book-Entry Confirmation received by the
Depositary, in each case prior to the Expiration Date, or (ii) the guaranteed
delivery procedure described below must be complied with. 

         The Depositary will establish accounts with respect to the Notes at DTC
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 DTC's system may
make book-entry delivery of Notes by causing DTC to transfer such Notes into the
Depositary's account in accordance with DTC's procedure for such transfer. To
effectively tender Notes that are held through DTC, DTC participants may, in
lieu of physically completing and signing the Consent and Letter of Transmittal
and delivering it to the Depositary, electronically transmit their acceptance
through the Automatic Tender Offer Program ("ATOP"), for which the Offer will be
eligible (and thereby provide their Consents to the Proposed Amendments), and
DTC will then edit and verify the acceptance and send an Agent's Message to the
Depositary for its acceptance. Delivery of tendered Notes must be made to the
Depositary pursuant to the book-entry delivery procedures set forth herein or
the tendering DTC participant must comply with the guaranteed delivery
procedures set forth below. 

         The method of delivery of Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required documents,
including delivery through DTC and any acceptance of an Agent's Message
transmitted through ATOP, is at the election and risk of the person tendering
Notes and delivering Consents and Letters of Transmittal and, except as
otherwise provided in the Consent and Letter of Transmittal, delivery will be
deemed made only when actually received by the Depositary. If delivery is by
mail, it is suggested that the Holder use properly insured, registered mail with
return receipt requested, and that the mailing be made sufficiently in advance
of the Consent Date or the Expiration Date, as applicable, to permit delivery to
the Depositary prior to such date. 

         Except as provided below, unless the Notes being tendered are deposited
with the Depositary on or prior to the Consent Date or the Expiration Date, as
applicable (accompanied by a properly completed and duly executed Consent, as
applicable, and Letter of Transmittal or Agent's Message), CMI may, at its
option, treat such tender as defective for purposes of the right to receive the
Consent Payment or the Offer Price, respectively. Payment for the Notes will be
made only against deposit of the tendered Notes and delivery of all other
required documents. 

         If Notes are tendered otherwise than (i) by a registered holder of such
Notes or (ii) for the account of a financial institution that is a participant
in the Securities Transfer Agents Medallion Program, the Stock Exchange
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program (each an "Eligible Institution"), all signatures on the Consent and
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 1 on the Consent and Letter of Transmittal. If the Notes are
registered


                                       12
<PAGE>   17

in the name of a person other than the signer of a Consent and Letter of
Transmittal, the Notes must be endorsed or accompanied by appropriate bond
powers, in either case signed exactly as the name or names of the registered
holder or holders appear on the Notes, with the signature on the Notes or unit
powers guaranteed as provided in the Consent and Letter of Transmittal. See
Instruction 1 of the Consent and Letter of Transmittal. 

         The method of delivery of all required documents is at the election and
risk of each Holder. If delivery is by mail, the use of registered mail with
return receipt requested, properly insured, is recommended. 

         If a Holder desires to tender Notes pursuant to the Offer and such
Holder's Notes are not immediately available or such Holder cannot deliver such
Holder's Notes and all other required documents to the Depositary at or prior to
Midnight, New York City time, on the Expiration Date, or if the procedure for
book-entry transfer cannot be completed on a timely basis, such Notes may
nevertheless be tendered if all of the following guaranteed delivery procedures
are complied with: 

         (i)   such tenders are made by or through an Eligible Institution: 

         (ii)  a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by CMI herewith, is received by the
Depositary as provided below at or prior to Midnight, New York City time, on the
Expiration Date; 

         (iii) the certificates for all physically delivered Notes in proper
form for transfer or a Book-Entry Confirmation, together with a properly
completed and duly executed Consent and Letter of Transmittal or facsimile
thereof, with any required signature guarantees, or an Agent's Message in the
case of a book-entry transfer, and all other documents required by the Consent
and Letter of Transmittal, are received by the Depositary within three business
days after the date of execution of such Notice of Guaranteed Delivery. 

         The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a signature guarantee by an Eligible Institution in the form set
forth in such Notice of Guaranteed Delivery. 

         In all cases, payment for Notes tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of such Notes or of a Book-Entry Confirmation relating to such Notes and a
properly completed and duly executed Consent and Letter of Transmittal or
facsimile thereof, with any required signature guarantees, or an Agent's Message
in the case of a book entry transfer, and any other documents required by the
Consent and Letter of Transmittal. 

         By executing a Consent and Letter of Transmittal or causing an Agent's
Message to be sent on its behalf as set forth above, a tendering Holder
irrevocably appoints designees of CMI as such Holder's attorney-in-fact and
proxy, each with full power of substitution and resubstitution, in the manner
set forth in the Consent and Letter of Transmittal, to the full extent of such
Holder's rights with respect to the Notes tendered by such Holder and accepted
for payment by CMI and with respect to any and all other Notes or other
securities issued or issuable in respect of such Notes on or after the date of
this Offer to Purchase. All such proxies will be considered coupled with an
interest in the tendered Notes. Such appointment will be effective when, and
only to the extent that, CMI accepts such Notes for payment pursuant to the
Offer. Upon such appointment, all prior proxies given by such Holder (with
respect to such Notes and such other Notes and securities) will be revoked,
without further action, and no subsequent proxies may be given by such Holder
(and, if given, will not be deemed effective). The designees of CMI will be
empowered, among other


                                       13
<PAGE>   18

things, to exercise all voting and other rights of such Holder as they in their
sole discretion may deem proper at any meeting of the Holders or otherwise. In
order for Notes to be validly tendered, upon the acceptance for payment of such
Notes, CMI must be able to exercise full voting rights with respect to such
Notes (or other securities or rights), including voting at any meeting of
Holders, whether or not scheduled, and consenting to any action to be taken by
Holders in the absence of a meeting. 

         In order for any tender of Notes to be valid, it must be in proper
form. All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Notes,
and all other determinations by CMI contemplated by the Offer, including in
respect of the conditions to the Offer, will be determined by CMI, in its sole
discretion, which determination will be final and binding on all parties. CMI
reserves the right to waive any defect or irregularity in the tender of any
Notes. No tender of Notes will be deemed to have been validly made until all
defects and irregularities have been cured or waived. None of CMI, the Dealer
Manager, the Depositary, the Information Agent or any other person will be under
any duty to give notification of any defects or irregularities in tenders or
incur any liability for failure to give any such notification. CMI's
interpretation of the terms and conditions of the Offer (including this Offer to
Purchase, the Consent and Letter of Transmittal and instructions thereto) will
be final and binding. 

         Upon the purchase of Notes pursuant to the Offer, CMI shall thereby
obtain the right to all interest payable on and principal of the Notes on and
subsequent to the Payment Date. The sale of Notes pursuant to the Offer will
also constitute a sale of all rights relating to the Holder's ownership of
Notes, including any rights in respect of claims against the issuer or any other
Person (except that nothing herein will relieve any Person, including without
limitation CMI, from any liability arising under the Federal securities law in
connection with the Offer). 

         The tender of Notes pursuant to one of the procedures described above
will constitute a binding agreement between the tendering Holder and CMI on the
terms and subject to the conditions of the Offer, including the tendering
Holder's representation and warranty that (i) such Holder has full power and
authority to tender, sell, assign and transfer such Notes and (ii) when the same
are accepted for payment by CMI, CMI will acquire good, marketable, and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and will not be subject to any adverse claim. 

WITHDRAWAL RIGHTS

         Except as otherwise stated below, tenders of Notes made pursuant to the
Offer are irrevocable. Notes tendered pursuant to the Offer may be withdrawn and
the related Consent revoked at any time prior to the Consent Date. In no event
may Notes be withdrawn or consents given be revoked after the Consent Date
unless the Offer is terminated by CMI without any Notes being purchased
hereunder or as otherwise provided herein. 

         For a withdrawal to be effective, a written, telegraphic or facsimile
notice of withdrawal must be received by the Depositary at its address set forth
on the back cover of this Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Notes to be withdrawn, the
number of Notes to be withdrawn and with respect to which Consents are being
revoked and the names in which the Notes to be withdrawn are registered, if
different from that of the person who tendered such Notes. If Notes have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such Notes, the tendering Holder must also submit the serial numbers shown on
the particular Notes to be withdrawn or Consents to be revoked and, unless such
Notes have been tendered for the account of an Eligible Institution, the
signature(s) on the notice of withdrawal must be guaranteed by an Eligible


                                       14
<PAGE>   19

Institution. If Notes have been tendered pursuant to the procedures for
book-entry transfer set forth in "Procedure for Tendering Notes," any notice of
withdrawal must also specify the name and number of the account at DTC to be
credited with the withdrawn Notes.

         Any Notes properly withdrawn or Consents properly revoked will
thereafter be deemed not validly tendered for purposes of the Offer, but may be
retendered at any subsequent time at or prior to Midnight, New York City time,
on the Expiration Date or Consent Date, as the case may be, by again following
one of the procedures described in "Procedure for Tendering Notes." 

CERTAIN CONDITIONS OF THE OFFER 

         Notwithstanding any other provisions of the Offer, CMI will not be
required to accept for payment, purchase or pay for any Notes tendered or pay
any Consent Payment, and may postpone, subject to applicable law, the acceptance
for purchase and payment for Notes so tendered or payment of Consent Payments
and/or may amend or terminate the Offer if CMI has not (a) received the
Requisite Consents at or prior to Midnight, New York City time, on the
Expiration Date, (b) successfully completed the offering of the New Notes, or
(c) if at any time at or before acceptance for payment of Notes tendered
pursuant to the Offer (whether or not any Notes have theretofore been accepted
for payment or paid for pursuant to the Offer) any of the following events shall
occur: 

         (i)   there shall have been threatened, instituted or pending any
action or proceeding by or before any court or governmental regulatory or
administrative agency or authority or tribunal, domestic or foreign, which (a)
challenges the making of the Offer or the Solicitation, the acquisition of Notes
pursuant to the Offer or the obtaining of Consents pursuant to the Solicitation
or otherwise relates in any manner to the Offer or the Solicitation, or (b) in
the sole judgment of CMI, could have a material adverse effect on the business,
financial condition, income, operations or prospects of CMI and its
subsidiaries, taken as a whole (either such effect, a "Material Adverse
Effect");

         (ii)  a statute, rule, regulation, judgment, order, stay, decree or
injunction shall have been threatened, proposed, sought, promulgated, enacted,
entered, enforced, or deemed to be applicable by any court or governmental
regulatory or administrative agency, authority or tribunal, domestic or foreign,
which, in the sole judgement of CMI, would or might directly or indirectly
prohibit, prevent, restrict or delay consummation of the Offer or the
Solicitation or that could have a Material Adverse Effect;

         (iii) there shall have occurred (a) any general suspension of,
shortening of hours for or limitation on prices for trading in securities on the
New York Stock Exchange or in the over the counter market (whether or not
mandatory), (b) any significant adverse change in the price of the Notes or in
the United State securities or financial markets, (c) a significant impairment
in the trading market for debt securities, (d) a declaration of a banking
moratorium or any suspension of payments in respect of banks by federal or state
authorities in the United States (whether or not mandatory), (e) a commencement
of a war, armed hostilities or other national or international crisis, (f) any
limitation (whether or not mandatory) by any governmental authority on, or other
event having a reasonable likelihood of affecting, the extension of credit by
banks or other lending institutions in the United States, (g) any significant
change in United States currency exchange rate or a suspension of, or limitation
on, the markets therefor (whether or not mandatory), or (h) in the case of any
of the foregoing existing at the time of the commencement of the Offer, a
significant acceleration or worsening thereof; 

         (iv)  the Trustee under the Indenture shall have objected in any
respect to, or taken any action that could, in the sole judgment of CMI,
adversely affect the consummation of the Offer or the Solicitation or 


                                       15
<PAGE>   20

CMI's ability to effect any of the Proposed Amendments, or shall have taken any
action that challenges the validity or effectiveness of the procedures used by
CMI in soliciting the consents to the Proposed Amendments (including the form
thereof) or in the making of the Offer or the Solicitation or the acceptance of
or payment for any of the Notes or any of the Consents; or 

         (v)   there shall have occurred or be likely to occur any event or
series of events that, in the sole judgment of CMI, would or might prohibit,
prevent, restrict or delay consummation of the Offer or that will, or is
reasonably likely to, impair the contemplated benefits to CMI of the Offer, or
otherwise result in the consummation of the Offer not being or not being
reasonably likely to be in the best interest of CMI; or 

         (vi)  all conditions relating to the consummation of the Offering shall
not have been satisfied in a manner acceptable to the Company in its sole
discretion on or prior to the Expiration Date. 

         The foregoing conditions may be asserted by CMI regardless of the
circumstances and are for the sole benefit of CMI and its affiliates. The
foregoing conditions may be waived by CMI in whole or in part at any time and
from time to time in its sole discretion and any such waiver may be complete or
subject to such terms as CMI may impose in respect thereof. The failure by CMI
at any time to exercise any of the foregoing rights will not be deemed a waiver
of or otherwise affect any other rights and each such right will be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by CMI concerning the events described above will be final and
binding upon all parties. 

INTEREST ON NOTES 

         Interest under any of the Notes payable as of an interest payment date
prior to the date of acceptance for payment of Notes tendered pursuant to the
Offer will be retained by the registered owner of the Notes on which such
interest was paid as of such date. The Offer Price will include interest on the
Notes which is accrued and unpaid to, but not including, the Payment Date.
Assuming the payment for the purchase of Notes pursuant to the Offer on June 30,
1998, Holders would be entitled to $23.49 of accrued and unpaid interest per
$1,000 of Note principal. 

CERTAIN LEGAL MATTERS 

         CMI is not aware of any approval or other action by any domestic or
foreign governmental or administrative agency that would be required prior to
the acquisition of Notes by CMI pursuant to the Offer. Should any such approval
or other action be required, CMI will evaluate at such time whether such
approval or action will be sought. There can be no assurance that any such
approval or action, if needed, would be obtained or effected or, if obtained or
effected, would be obtained or effected without substantial conditions or
adverse consequences. CMI's obligation to purchase and pay for the tendered
Notes is subject to certain conditions, including conditions relating to the
legal matters discussed herein. See "Certain Conditions of the Offer." 

DEALER MANAGER 

         NationsBanc Montgomery Securities LLC is acting as the Dealer Manager
for CMI in connection with the Offer and the Solicitation and has provided
certain financial advisory services to CMI in connection with the Offer and the
Solicitation. CMI will pay the Dealer Manager reasonable and customary
compensation for such services. CMI has agreed to indemnify the Dealer Manager
against certain liabilities in connection with its services as the Dealer
Manager and financial advisor, including liabilities under the federal
securities law. At any time, the Dealer Manager may trade the Notes for its own
account or for the


                                       16
<PAGE>   21

accounts of customers and, accordingly, may hold a long or short position in the
Notes. All inquiries and correspondence addressed to the Dealer Manager relating
to the Offer and the Solicitation should be directed to the address or telephone
number set forth on the back cover of this Offer to Purchase. 

         An affiliate of the Dealer Manager is acting as co-agent and lender
under the Senior Secured Revolving Credit Facility. From time to time, the
Dealer Manager and its affiliate may provide other funding, investment banking
and advisory services to CMI and its affiliates. 

FEES 

         In addition to the fees payable to the Dealer Manager, CMI will pay the
Depositary reasonable and customary fees for its services (and will reimburse it
for its reasonable out-of-pocket expenses in connection therewith), and will pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this Offer to
Purchase and related documents to the beneficial owners of the Notes and in
handling or forwarding tenders for purchase. In addition, CMI has agreed to
indemnify the Depositary against certain liabilities in connection with its
services, including liabilities under the federal securities laws. 

DEPOSITARY AND INFORMATION AGENT 

         The Depositary for the offer and the Solicitation is The Chase
Manhattan Bank. All deliveries, correspondence and questions sent or presented
to the Depositary relating to the Offer and the Solicitation should be directed
to the address or telephone number set forth on the back cover of this Offer to
Purchase. CMI will pay the Depositary reasonable and customary compensation for
its services in connection with the Offer and the Solicitation, plus
reimbursement for reasonable out-of-pocket expenses. CMI will indemnify the
Depositary against certain liabilities and expenses in connection therewith,
including liabilities under the federal securities laws. 

         Beacon Hill Partners, Inc. is acting as the Information Agent for CMI
in connection with the Offer and Solicitation. CMI will pay the Information
Agent reasonable and customary compensation for such services, plus
reimbursement for reasonable out-of-pocket expenses. All inquiries and
correspondence addressed to the Information Agent relating to the Offer and the
Solicitation should be directed to the address or telephone number set forth on
the back cover of this Offer to Purchase. 

         Brokers, dealers, commercial banks and trust companies will be
reimbursed by CMI for customary mailing and handling expenses incurred by them
in forwarding material to their customers. CMI will not pay any fees or
commissions to any broker, dealer or other person (other than the Dealer
Manager) in connection with the solicitation of tenders of Notes pursuant to the
Offer. 


                                       17
<PAGE>   22

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         General. The following discussion sets forth the principal federal
income tax consequences of the Offer applicable to Holders, and is included
herein for general information only. The summary is based upon existing law, and
there can be no assurance that future legislation, Treasury Department
Regulations, published administrative interpretations or judicial decisions will
not change the treatment of Holders described herein. The discussion does not
purport to consider all aspects of federal income taxation that may be relevant
to a particular Holder. Further, the tax treatment of a Holder may vary
depending on his particular situation. Certain Holders (including insurance
companies, tax-exempt organizations, financial institutions, broker-dealers,
foreign corporations and persons who are not citizens or residents of the United
States) may be subject to special rules not discussed below. In addition, this
discussion does not consider the effect of any applicable foreign, state, local
or other tax laws. This discussion assumes that Holders hold their notes as
"capital assets" (generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). 

         Sale of Notes Pursuant to the Offer. In general, except as otherwise
indicated below, a Holder should recognize gain or loss on the sale of Notes to
CMI at the time of such sale in an amount equal to the difference between the
Holder's adjusted tax basis in such Notes and the cash received by such Holder
upon the sale (other than the amount, if any, in respect of accrued interest).
Subject to the market discount rules described below and subject to the
discussion of the Consent Payments below, such gain or loss should constitute
capital gain or loss of a short-term or long-term basis depending upon the
length of time the Holder is considered to have held the Notes. If the Consent
Payment is treated as a separate fee for consenting to the Proposed Amendments,
it is possible that such amount would be taxable as ordinary income (rather than
sale proceeds). CMI intends to treat the Consent Payments as cash paid in
exchange for a Holder's Notes for U.S. federal income tax purposes. 

         In the case of a Holder who acquired the Notes at a market discount
within the meaning of Sections 1276 and 1278(a)(2) of the Code (subject to a
statutory de minimis exception), any gain recognized upon the sale of the Notes
will represent ordinary income to the extent of the market discount that accrued
during the period such Holder held such Note, unless the Holder previously had
elected to include such accrued market discount in the Holder's income on a
current basis. Market discount generally equals the excess of the face amount of
a debt instrument over a Holder's initial tax basis in the debt instrument. If a
Note purchased at a premium to its principal amount is sold pursuant to the
Offer, a Holder who has elected to deduct bond premium may be permitted to
deduct any remaining unamortized bond premium (i.e., the excess of the Holder's
tax basis over the sale price) as an ordinary loss in the taxable year of
disposition. 

         Retention of Notes. Holders who retain their Notes should not incur any
tax liability because of the sale of the Notes by other Holders or the adoption
of the Proposed Amendments. The adoption of the Proposed Amendments should not
constitute a "significant modification" of the Notes for federal income tax
purposes. Therefore, the adoption of the Proposed Amendments should not cause a
Holder who retains its Notes to be treated as having exchanged, within the
meaning of Section 1001 of the Code, its Notes for new notes in a taxable
transaction. 

         Backup Withholding. A Holder whose Notes are tendered and accepted for
payment by CMI and who receives the Offer Price and/or a Consent Payment, as
applicable, may be subject to backup withholding at the rate of 31% with respect
to certain proceeds form the sale of such Notes received, unless such Holder (i)
is a corporation or other exempt recipient and, when required, establishes this
exemption or (ii) provides his correct taxpayer identification number, certifies
that he is not currently subject to backup withholding and otherwise complies
with applicable requirements of the backup withholding rules. Completion of the


                                       18
<PAGE>   23

Substitute Form W-9 provided in the Consent and Letter of Transmittal should be
used for this purpose. A Holder of Notes who does not provide CMI with his
correct taxpayer identification number may be subject to penalties imposed by
the Internal Revenue Service (the "IRS"). Any amount withheld under these rules
will be creditable against the Holder's federal income tax liability. 

         CMI will provide information statements to tendering Holders and to the
IRS reporting the payment of the Offer Price and the Consent Payment as required
by law. 

         THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH HOLDER OF
NOTES IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.


                                       19
<PAGE>   24

                             ADDITIONAL INFORMATION

         CMI is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file with the Commission
periodic reports and other information relating to its business, financial
condition and other matters. CMI is required to disclose in such reports certain
information, as of particular dates, concerning its operating results and
financial condition, officers and directors, principal holders of securities,
any material interests of such persons in transactions with CMI and other
matters. These reports and other informational filings required by the Exchange
Act should be available for inspection at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W. Washington, D.C. 20549 and also should be available for inspection and
copying at the regional offices of the commission located at Citicorp Center,
500 West Madison Street, Chicago, Illinois 60611 and 7 World Trade Center, 13th
Floor, New York, New York 10048. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission's Web site
address, http://www.sec.gov. copies of such material may be obtained by mail,
upon payment of the Commission's customary fees, from the Commission's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. 

         CMI's (i) current report on Form 8-K dated May 28, 1998; (ii) Quarterly
Report on Form 10-Q for the fiscal quarter ended April 4, 1998; (iii) Annual
Report on Form 10-K for the fiscal year ended January 3, 1998; (iv) Quarterly
Reports on Form 10-Q for the fiscal quarters ended October 4, 1997, June 28,
1997 and March 29, 1997 (v) Annual Report on Form 10-K for the fiscal year ended
December 28, 1996; (vi) Post Effective Amendment No. 4 to Form S-1 Registration
Statement filed May 8, 1997 on Form POS AM; (vii) Prospectus for $125,000,000
CMI Industries, Inc. 9 1/2% Senior Subordinated Notes Due 2003 dated May 14,
1997; (viii) Prospectus Supplements Nos. 1, 2 and 3 dated August 12, 1997,
November 24, 1997 and May 14, 1998 to Prospectus dated May 14, 1997; (ix)
Prospectus for $125,000,000 CMI Industries, Inc. 9 1/2% Senior Subordinated
Notes Due 2003 dated June 27, 1996 on Form 424B3; (x) Prospectus Supplements
Nos. 1 and 2 dated August 26, 1996 and November 19, 1996 to Prospectus dated
June 27, 1996 on Form 424B3 each filed by CMI with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof. 

         All documents and reports filed by CMI with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Statement and on or prior to the termination of the Offer shall be deemed to be
incorporated herein by reference and shall be deemed to be part hereof from the
date of filing of such documents and reports. Any statement contained in a
document or report incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Statement to
the extent that a statement contained herein or in any subsequently filed
document or report that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Statement.


                                       20
<PAGE>   25

                                 MISCELLANEOUS

         No person has been authorized to give any information or make any
representation other than as contained in this Offer to Purchase or the related
Consent and Letter of Transmittal and, if given or made, such information or
representation must not be relied upon as having been authorized. 

         The Offer is being made to all Holders. CMI is not aware of any
jurisdiction in which the making of the Offer is prohibited by administrative or
judicial action pursuant to a state statute. If CMI becomes aware of any
jurisdiction where the making of the Offer is so prohibited, CMI will make a
good faith effort to comply with any such statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, CMI cannot
comply with any applicable statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the Holders in such jurisdiction. In
those jurisdictions where securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer will be deemed to be made
on behalf of CMI by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.

                                        CMI Industries, Inc.


June 1, 1998


                                       21
<PAGE>   26

                                   ANNEX A-1

         FORMULA FOR CALCULATION OF OFFER PRICE AND TOTAL CONSIDERATION

YLD                      - the sum of (x) the yield on the Benchmark Treasury
                         Security, as calculated by the Dealer Manager in
                         accordance with its standard practice for such
                         calculations based on the bid price for such Benchmark
                         Treasury Security as of 2:00 p.m., New York City time,
                         on the Pricing Date (which is June 23, 1998 or, if the
                         Offer is extended, the date that is the third business
                         day prior to the Expiration Date), as displayed on the
                         Bloomberg Page or any recognized quotation source
                         selected by the Dealer Manager in its sole discretion
                         if the Bloomberg Government Pricing Monitor is not
                         available or is manifestly erroneous, plus (y) 50.0
                         basis points (or 0.50%).

CPN                      - the contractual rate of interest payable on the 
                         Notes, expressed as a decimal number. 

N                        - the number of semi-annual interest payments from (but
                         not including) the Payment Date to (and including) the
                         First Redemption Date. 

S                        - the number of days from and including the semi-annual
                         interest payment date immediately preceding the Payment
                         Date up to, but not including, the Payment Date. The
                         number of days is computed using the 30/360 day-count
                         method.

CP                       - $10.00 per $1,000 principal amount of Notes. 

Exp                      - exponentiate (the term to the left of "exp" is raised
                         to the power indicated by the term to the right of
                         "exp").

RV                       - the assumed redemption amount, based on the First
                         Redemption Date for each Note per $1,000 principal
                         amount of the Note (as rounded to the nearest one
                         hundredth of one percent).

Offer Price              - the purchase price of the Notes per $1,000 principal
                         amount of the Notes. The Offer Price is rounded to the
                         nearest cent.

Total Consideration      - The Offer Price plus the Consent Payment per $1,000
                         principal amount of the Notes if tender is made at or
                         prior to 12:00 Midnight, New York City time, on the
                         Consent Date. The Total Consideration is rounded to the
                         nearest cent.

<TABLE>
<S>            <C>                                 <C>       <C>                               <C>
OFFER PRICE =               RV                        N              $1,000 (CPN/2)
               ------------------------------      + Z       ------------------------------    - $1,000(CPN/2)(S/180) - CP
                (1 + (YLD/2)) exp (N - (S/180))      k = 1    (1 + (YLD/2)) exp (k - (S/180))


TOTAL CONSIDERATION =               RV                       N              $1,000 (CPN/2)
                       ------------------------------      + Z      ------------------------------    - $1,000(CPN/2)(S/180)
                        (1 + (YLD/2)) exp (N - (S/180))    k = 1     (1 + (YLD/2)) exp (k - (S/180))
</TABLE>


                                       22
<PAGE>   27

                                   ANNEX A-2

        HYPOTHETICAL CALCULATION OF OFFER PRICE AND TOTAL CONSIDERATION

         Set forth below is a hypothetical illustration of the calculation of
the Offer Price and Total Consideration for the Notes based on hypothetical data
and should, therefore, be used solely for the purpose of obtaining an
understanding of the calculation of the consideration for such Notes, as quoted
at hypothetical rates and times, and should not be used or relied upon for any
other purposes.

<TABLE>
<S>                                                    <C> 
         First Redemption Date:                        October 1, 1998

         Reference Treasury Security:                  6% U.S. Treasury Note due September 30,
                                                       1998 as displayed on the Bloomberg Page.

         Fixed Spread:                                 50 basis points (0.50%)

         Example:
         -------

         Assumed Pricing Date and Time                 2:00 p.m. New York City time
                                                       on May 21, 1998

         Assumed Payment Date                          June 30, 1998

         Assumed Benchmark Treasury
         Security Yield as of Assumed
         Pricing Date and Time                         5.420%

         Fixed Spread                                  0.500%

         YLD                                           5.920%

         CPN                                           9.500%

         N                                             1

         S                                             89

         RV                                            $1,047.50

         CP                                            $10.00

         Offer Price                                   $1,045.37*

         Total Consideration
         (Offer Price Plus
         Consent Payment)                              $1,055.37*
</TABLE>

* Plus accrued and unpaid interest to, but not including, the Payment Date of
  $23.49 (assuming a Payment Date of June 30, 1998).


                                       23
<PAGE>   28

Facsimile copies of the Consent and Letter of Transmittal will be accepted. The
Consent and Letter of Transmittal and Notes and any other required documents
should be sent by each Holder or his broker, dealer, commercial bank, trust
company or nominee to the Depositary at the address set forth below.

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

                        The Depositary for the Offer is:

                            THE CHASE MANHATTAN BANK

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

                                 By Mail, Hand
                             or Overnight Delivery
                            The Chase Manhattan Bank
                                55 Water Street
                            Room 234, North Building
                            New York, New York 10041
                           Attention: Carlos Esteves

                           By Facsimile Transmission:
                                 (212) 638-7375
                                       or
                                 (212) 344-9367
                           Attention: Carlos Esteves

                             Confirm by Telephone:
                                 (212) 638-0828

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

Any questions or requests for assistance or additional copies of this Offer to
Purchase, the Consent and Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone number and
location listed below. You may also contact your broker, dealer, commercial bank
or trust company for assistance concerning this Offer.

                    The Information Agent for the Offer is:

                           BEACON HILL PARTNERS, INC.
                                90 Broad Street
                            New York, New York 10004
                            (212) 843-8500 (collect)
                           (800) 755-5001 (toll-free)

                      The Dealer Manager for the Offer is:

                     NATIONSBANC MONTGOMERY SECURITIES LLC
                       100 North Tryon Street, 7th Floor
                        Charlotte, North Carolina 28255
                     Attention: Liability Management Group
                            (704) 388-4807 (collect)
                           (888) 292-0070 (toll-free)