EXHIBIT 99(d)
XXXXX CORPORATION
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
1,616,026 COMMON SHARES,
ISSUABLE UPON EXERCISE OF 538,676 SUBSCRIPTION RIGHTS
THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M.,
NEW YORK CITY TIME, ON ________ ___, 2005 UNLESS EXTENDED.
__________ ___, 2005
To: Securities Dealers, Commercial Banks, Trust Companies, and Other Nominees
This letter is being distributed to securities dealers, commercial
banks, trust companies and other nominees in connection with the offering by
Xxxxx Corporation of an aggregate of 538,676 common shares at a subscription
price of $7.25 per share pursuant to the exercise of transferable subscription
rights (the "Subscription Rights") initially distributed to all holders of
record of common shares as of the close of business on November 9, 2005. The
Subscription Rights, including the oversubscription privilege, are described in
the enclosed prospectus and evidenced by a Subscription Certificate registered
in your name or in the name of your nominee.
Each beneficial owner of common shares registered in your name or
the name of your nominee is entitled to one Subscription Right for each Common
Share owned by such beneficial owner. A shareholder may purchase one Common
Share for every three Subscription Rights exercised (the "Basic Subscription
Privilege"). In addition, shareholders on November 9, 2005 who fully exercise
the rights distributed to them by us will also be entitled to subscribe for and
purchase additional common shares that are not purchased by other rights holders
through their Basic Subscription Privileges (the "Oversubscription Privilege").
The maximum number of shares that a shareholder may purchase under the
Oversubscription Privilege is equal to the number of shares it purchased under
the Basic Subscription Privilege. If the number of common shares remaining after
the exercise of all Basic Subscription Privileges is not sufficient to satisfy
all requests for common shares pursuant to Oversubscription Privileges, each
oversubscribing holder will be allocated additional common shares pro rata,
based on the number of common shares such holder purchased through the Basic
Subscription Privilege in proportion to the total number of common shares that
such holder and other oversubscribing holders purchased through the Basic
Subscription Privilege.
If, pursuant to the exercise of Subscription Rights, the number of
common shares that a Shareholder would be entitled to receive would result in
receipt of fractional shares, the aggregate number of common shares that such
Shareholder is entitled to purchase will be rounded up to the nearest whole
number. Shareholders will not receive cash in lieu of fractional shares.
We are asking you to contact your clients for whom you hold common
shares registered in your name or in the name of your nominee to obtain
instructions with respect to the Subscription Rights.
Enclosed are copies of the following documents for you to use:
1. Prospectus;
2. Form of Letter from Xxxxx Corporation to its Shareholders;
3. Instructions for Use of Xxxxx Corporation Subscription
Certificates;
4. Return envelope addressed to Mellon Bank, N.A. c/o Mellon
Investor Services LLC as Subscription Agent.
Your prompt action is requested. The Subscription Rights will expire
at 5:00 P.M., New York City time, on _________ ___, 2005, unless extended for up
to 15 days (the "Expiration Date").
To exercise Subscription Rights, properly completed and executed
Subscription Certificates and payment in full for all Subscription Rights
exercised must be delivered to the Subscription Agent as indicated in the
Prospectus prior to the Expiration Date.
Xxxxx Corporation will not pay any fees or commissions to any
broker, dealer or other person for soliciting subscriptions for Subscription
Rights pursuant to the rights offering, other than the Subscription Agent and
Information Agent as described in the Prospectus.
Additional copies of the enclosed materials may be obtained by
contacting Mellon Investor Services LLC toll free at (000) 000-0000 or collect
at (000) 000-0000.
Very truly yours,
XXXXX CORPORATION
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF XXXXX CORPORATION, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID
EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR
STATEMENTS MADE IN THE PROSPECTUS.
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