GARAN, INCORPORATED
Offer To Purchase For Cash Up To
700,000 Shares Of Its Common Stock
(Including the Associated Common Stock Purchase Rights)
At A Purchase Price Not In Excess Of $30
Nor Less Than $26 Net Per Share
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY JUNE 6, 2001, UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Commercial Banks,
Trust Companies, and Other Nominees:
Garan, Incorporated, a Virginia corporation ("Company"), is offering to
purchase up to 700,000 shares of the Company's Common Stock, including the
associated Common Stock Purchase Rights ("Shares"), at a price not in excess of
$30 nor less than $26 net per Share, specified by its shareholders, upon the
terms and subject to the conditions set forth in its Offer to Purchase dated May
4, 2001 ("Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company will determine the single price per Share, not in excess of
$30 nor less than $26 net to the seller in cash ("Purchase Price"), that it
will pay for Shares properly tendered pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price
that will allow it to buy 700,000 Shares (or such lesser number of Shares as
are properly tendered). All Shares acquired in the Offer will be acquired at
the Purchase Price. All Shares properly tendered at prices at or below the
Purchase Price and not withdrawn will be purchased at the Purchase Price upon
the terms and subject to the conditions of the Offer, including the proration
and conditional tender provisions. Shares tendered at prices in excess of the
Purchase Price, Shares not purchased because of proration or conditional
tender, and Shares withdrawn pursuant to the Offer will be returned. The
Company reserves the right, in its sole discretion, to purchase more than
700,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to
Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 700,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company, upon
the terms and subject to the conditions of the Offer, will accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other shareholders whose Shares are properly tendered at
or below the Purchase Price and not withdrawn. If any shareholder tenders
Shares and does not wish to have such Shares purchased subject to proration,
such shareholder may tender Shares subject to the condition that a specified
minimum number of Shares (which may be represented by designated stock
certificates) or none of such Shares be purchased. See Sections 1, 3, and 6
of the Offer to Purchase.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7 OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated May 4, 2001;
2. Letter to Clients, which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
3. Letter dated May 4, 2001, from Xxxxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx,
Chairman of the Board and President, respectively, of the Company, to
shareholders of the Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Form W-9); and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
transfer cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 6, 2001, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers, or any person
for soliciting tenders of Shares pursuant to the Offer other than fees paid
to the Information Agent or the Depositary as described in the Offer to
Purchase. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to the beneficial owners of Shares held by you as a
nominee or in a fiduciary capacity. The Company will pay or cause to be paid
any stock transfer taxes applicable to its purchase of Shares, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be
sent to the Depositary with either certificate(s) representing the tendered
Shares or confirmation of their book-entry transfer, all in accordance with
the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
As described in Section 3 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer if such tenders are made by or
through a broker or dealer that is 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 having an office,
branch, or agency in the United States. Certificates for Shares so tendered
(or a confirmation of a book-entry transfer of such Shares into the
Depositary's account at the "Book-Entry Transfer Facility" described in the
Offer to Purchase), together with a properly completed and duly executed
Letter of Transmittal and any other documents required by the Letter of
Transmittal, must be received by the Depositary within three American Stock
Exchange trading days after timely receipt by the Depositary of a properly
completed and duly executed Notice of Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent at its address and telephone number set forth on the
back cover page of the Offer to Purchase.
Very truly yours,
XXXXXXXXX SHAREHOLDER
Enclosures
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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