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Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
XXXXXXX INVESTMENTS, INC.
at
$7.50 NET PER SHARE IN CASH
by
SW ACQUISITION, INC.
a wholly-owned subsidiary of
XXXXXXXXX.XXX GROUP, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JANUARY 10, 2000, UNLESS THE OFFER IS EXTENDED.
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To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated December
8, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by SW Acquisition, Inc., a Minnesota corporation
(the "Purchaser") and a wholly-owned subsidiary of Xxxxxxxxx.xxx Group, Inc., a
Minnesota corporation ("Stockwalk"), to purchase all outstanding shares of
Common Stock, par value $0.02 per share (the "Shares"), of Xxxxxxx Investments,
Inc., a Minnesota corporation (the "Company"), net to the Seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal enclosed
herewith.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all
the Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
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Your attention is directed to the following:
1. The offer price is $7.50 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the
conditions of the Offer.
2. The Offer is being made for all outstanding Shares.
3. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JANUARY 10, 2000, UNLESS THE OFFER IS
EXTENDED BY THE PURCHASER.
4. The Offer is conditioned upon, among other things, (1)
there being validly tendered and not properly withdrawn prior to the
Expiration Date (as defined in the Offer to Purchase) that number of
Shares which, together with the Shares owned by Stockwalk and its
affiliates, constitutes a majority of all outstanding Shares on a
fully-diluted basis on the date of purchase, (2) the Purchaser being
satisfied, in its sole discretion, that the Company has taken
appropriate measures such that the Offer is approved in accordance with
the Minnesota Business Combination Act, (3) the Purchaser being
satisfied, in its sole discretion, that the Company has not adopted a
shareholder rights plan or other defensive measures or voted to
increase the number of outstanding shares of capital stock to more than
5,626,115 shares of common stock, and (4) that the Purchaser has
obtained sufficient financing to enable it to consummate the Offer. The
Offer is also subject to other terms and conditions contained in the
Offer to Purchase. See the Introduction and Sections 1, 14, and 15 of
the Offer to Purchase.
5. Any stock transfer taxes applicable to a transfer of Shares
to the Purchaser will be paid or caused to be paid by the Purchaser,
except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Your instructions to us should be forwarded promptly to permit us to
submit a tender on your behalf prior to the expiration of the Offer.
If you wish to have us tender any or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereto. An envelope to return
your instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified on the detachable
part hereof. Your instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer.
Payment for Shares accepted for payment pursuant to the Offer will, in
all cases, be made only after timely receipt by Firstar Bank Minnesota, N.A.
(the "Depositary"), of (a) certificates for (or a timely Book-Entry Confirmation
(as defined in the Offer to Purchase) with respect to) such shares, (b) a Letter
of Transmittal or facsimile thereof, properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer
effected pursuant to the procedure set forth in Section 3 of the Offer to
Purchase, an Agent's Message, and (c) any other documents required by the Letter
of Transmittal. Accordingly, tendering
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shareholders may be paid at different times depending upon when certificates for
Shares or Book-Entry Confirmations with respect to Shares are actually received
by the Depositary. Under no circumstances will interest be paid on the purchase
price of the Shares to be paid by the Purchaser, regardless of any extension of
the Offer or any delay in making such payment.
The Offer is not being made to, nor will tenders be accepted from, or
on behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXX INVESTMENTS, INC.
The undersigned acknowledge(s) receipt of your letter enclosing the
Offer to Purchase dated December 8, 1999 (the "Offer to Purchase") and the
related Letter of Transmittal pursuant to an offer by SW Acquisition, Inc., a
Minnesota corporation and a wholly-owned subsidiary of Xxxxxxxxx.xxx Group,
Inc., a Minnesota corporation, to purchase all outstanding shares of Common
Stock, $.02 par value per share (the "Shares"), of Xxxxxxx Investments, Inc., a
Minnesota corporation.
This will instruct you to tender the number of Shares indicated below
(or, if no number is indicated below, all Shares) which are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal.
SIGN HERE
Number of Shares to be Tendered:
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Shares
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Signature(s)
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(Please Print Name(s))
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Account Number: ---------------------------------------
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(Please type or print address(es) here)
Dated: , 1999/2000 ---------------------------------------
------------------- Area Code and Telephone Number
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Tax Identification or Social Security
Number(s)
