Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of the Series Designated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.--DLJ Common Stock
of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.
at
$90.00 Net Per Share
by
Diamond Acquisition Corp.
an indirect wholly owned subsidiary of
Credit Suisse Group
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
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To Our Clients: September 8, 2000
Enclosed for your consideration are an Offer to Purchase, dated
September 8, 2000 (the "Offer to Purchase"), and a related Letter of Transmittal
in connection with the offer by Diamond Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Credit
Suisse Group, a corporation organized under the laws of Switzerland ("Parent"),
to purchase all outstanding shares of common stock of the series designated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.--DLJ Common Stock, par value $.10 per share
(the "Shares"), of Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc., a Delaware corporation
(the "Company"), at a price of $90.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase, and
in the related Letter of Transmittal (which, together with the Offer to Purchase
and any amendments or supplements thereto, collectively constitute the "Offer").
The Offer is being made in connection with the Agreement and Plan of Merger,
dated as of August 30, 2000 (the "Merger Agreement"), among Parent, Purchaser
and the Company. The Merger Agreement provides, among other things, that as
promptly as practicable after the purchase of Shares pursuant to the Offer, the
purchase of Shares held by certain stockholders pursuant to a Stock Purchase
Agreement, dated August 30, 2000, among Parent, AXA, AXA Financial, Inc., The
Equitable Life Assurance Society of the United States and AXA Participations
Belgium and the satisfaction or, if permissible, waiver of the other conditions
set forth in the Merger Agreement and in accordance with the relevant provisions
of the Delaware General Corporation Law ("Delaware Law"), Purchaser will be
merged with and into the Company (the "Merger"). As a result of the Merger, the
Company will continue as the surviving corporation (the "Surviving Corporation")
and will become an indirect subsidiary of Parent.
We (or our nominee) 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 by you to tender
Shares held by us for your account.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $90.00 per Share, net to the seller in cash.
2. The Offer is being made for any and all outstanding Shares.
3. The Board of Directors of the Company has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including each of
the Offer and the Merger, are fair to, and in the best interests of, the holders
of Shares, and has approved, adopted and declared advisable the Merger Agreement
and the transactions contemplated thereby, and has resolved to recommend that
the holders of Shares accept the Offer and tender their Shares pursuant to the
Offer and approve and adopt the Merger Agreement and the transactions
contemplated thereby.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Thursday, October 5, 2000 unless the Offer is extended.
5. The Offer is also conditioned upon, among other things, the expiration or
termination of the waiting period imposed under U.S. federal antitrust law and
the receipt of the requisite approval of the Commission of the European Union
under the EC Merger Regulation.
6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the sale and transfer of any
Shares to Purchaser pursuant to the Offer.
7. Tendering stockholders who fail to complete and sign the Substitute
Form W-9 may be subject to a required federal backup withholding tax of 31% of
the gross proceeds payable to such stockholder or other payee pursuant to the
Offer.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which 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 in your instructions. 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.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by any administrative
or judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, Purchaser will make a good faith effort
to comply with such state statute. If, after such good faith effort, Purchaser
cannot comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchaser by Credit Suisse First Boston Corporation or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
Instructions With Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of the Series Designated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.--DLJ Common Stock
of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.
at
$90.00 Net Per Share
by
Diamond Acquisition Corp.
an indirect wholly owned subsidiary of
Credit Suisse Group
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated September 8, 2000, and the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
Diamond Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Credit Suisse Group, a corporation organized under the laws of
Switzerland, to purchase any and all outstanding shares of common stock of the
series designated Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.--DLJ Common Stock, par
value $.10 per share (the "Shares"), of Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc., a
Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
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Number of Shares to be Tendered*: __________________________________________
SHARES
DATE: ______________________________________________________________________
SIGN HERE
____________________________________________________________________________
SIGNATURE(S)
____________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
____________________________________________________________________________
____________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS
____________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
____________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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PLEASE RETURN THIS FORM TO THE
BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
