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OFFER TO PURCHASE FOR CASH
UP TO 10,678,792 OUTSTANDING SHARES OF SERIES A COMMON STOCK
OF
THE XXXXXXX COMPANIES
AT
$0.655 NET PER SHARE
BY
XXXXXXX XXXX
AND
XXXXXXX X. XXXX
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, NOVEMBER 5, 1999, UNLESS THE OFFER IS EXTENDED. XXXXXXX
XXXX AND XXXXXXX X. XXXX (COLLECTIVELY, THE "PURCHASERS") HAVE AGREED, UNDER
CERTAIN CIRCUMSTANCES AND SUBJECT TO THE TERMS AND CONDITIONS OF THE OFFER, TO
EXTEND THE OFFER FROM TIME TO TIME UNTIL THE CLOSING OF THE ACQUISITION (AS
DEFINED IN THE OFFER TO PURCHASE).
October 7, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Xxxxxxx Xxxx, an individual, and Xxxxxxx X. Xxxx,
an individual (together, the "Purchasers"), to act as Information Agent in
connection with the Purchasers' offer to purchase up to 10,678,972 shares
(subject to adjustment as provided in the Offer to Purchase) of the Series A
Common Stock, par value $.01 per share (the "Series A Shares"), of The Xxxxxxx
Companies, a Delaware corporation (the "Company"), at a price of $0.655 per
Series A Share, net to the tendering stockholder in cash, without interest
thereon (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Purchasers' Offer to Purchase, dated October 7, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Series A Shares registered in your name or in the
name of your nominee.
For your information and for forwarding to your clients for whom you hold
Series A Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase dated October 7, 1999;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
Series A Shares and all other required documents cannot be delivered to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") by the
Expiration Date (as defined in the Offer to Purchase);
4. A printed form of letter which may be sent to your clients for
whose accounts you hold Series A Shares registered in your name or in the
name of your nominees, with space provided for obtaining such clients'
instructions with regard to the Offer; and
5. Solicitation/Recommendation Statement on Schedule 14D-9 issued by
the Company.
The Company has advised the Purchasers that it expects to distribute in a
separate mailing to holders of record of the Company's Common Stock as of
September 15, 1999 a Proxy Statement/Prospectus with respect to the Merger (as
defined in the Offer to Purchase).
Upon 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), the Purchasers will be deemed to have accepted for payment, and
will pay for, the Series A Shares validly tendered and not properly withdrawn
prior to the Expiration Date (as defined in the Offer to Purchase), up to a
maximum of 10,678,792 Series A Shares, as, if and when the Purchasers give oral
or written notice to the Depositary of the Purchasers' acceptance of such Series
A Shares for payment pursuant to the Offer. In the event that more than
10,678,972 Series A
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Shares are validly tendered and not withdrawn as of the Expiration Date, the
Purchasers will accept for payment, and thereby purchase, Series A Shares on a
pro rata basis (adjusted downward to avoid acceptance for payment of fractional
shares) upon the terms and subject to the conditions of the Offer. In all cases,
payment for Series A Shares purchased pursuant to the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Series A
Shares (or timely confirmation of a book-entry transfer of such Series A Shares
into the Depositary's account at The Depository Trust Company) pursuant to the
procedures set forth in Sections 2 and 3 of the Offer to Purchase, (ii) the
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined in Section 2 of the Offer to Purchase), and (iii) any other documents
required by the Letter of Transmittal.
The Purchasers will not pay any fees or commissions to any broker or dealer
or any other person (other than the Information Agent and the Depositary) in
connection with the solicitation of tenders of Series A Shares pursuant to the
Offer. The Purchasers will, however, upon request, reimburse you for reasonable
and customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to your clients. The Purchasers will pay any stock transfer
taxes incident to the transfer to them of validly tendered Series A Shares,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 5, 1999, UNLESS THE OFFER IS
EXTENDED. THE PURCHASERS HAVE AGREED, UNDER CERTAIN CIRCUMSTANCES AND SUBJECT TO
THE TERMS AND CONDITIONS OF THE OFFER, TO EXTEND THE OFFER FROM TIME TO TIME
UNTIL THE CLOSING OF THE ACQUISITION (AS DEFINED IN THE OFFER TO PURCHASE).
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other required documents, and certificates
evidencing the tendered Series A Shares (or an "Agent's Message" in connection
with a book-entry delivery of Series A Shares), should be delivered to the
Depositary by 12:00 midnight, New York City time, on Friday, November 5, 1999,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
If holders of Series A Shares wish to tender Series A Shares, but it is
impracticable for them to forward their certificates evidencing Series A Shares
or other required documents to the Depositary prior to the Expiration Date or to
comply with the procedures for book-entry transfer on a timely basis, a tender
may be effected by following the guaranteed delivery procedures specified in
Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
undersigned, as Information Agent, at the address and telephone number set forth
below and on the back cover of the Offer to Purchase.
Very truly yours,
ChaseMellon Consulting Services,
L.L.C.
as Information Agent
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE PURCHASERS, THE COMPANY, THE INFORMATION
AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, 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 AND THE
STATEMENTS CONTAINED THEREIN.
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