Offer to Purchase for Cash up to
2,000,000 Shares of its Common Stock
at a Purchase Price not greater than $31.00
nor less than $27.00 per Share
of
THE WEST COMPANY, INCORPORATED
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY, OCTOBER 7, 1998,
UNLESS THE OFFER IS EXTENDED.
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September 9, 1998
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase dated September
9, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by The West
Company, Incorporated, a Pennsylvania corporation (the "Company"), to purchase
up to 2,000,000 shares of its common stock, par value $.25 per share (the
"Shares" or the "Common Stock"), at a price, net to the seller in cash, not
greater than $31.00 nor less than $27.00 per Share, upon the terms and subject
to the conditions set forth in the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per-Share price (not greater than $31.00 nor less than
$27.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares properly tendered and not withdrawn pursuant to the Offer,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will allow it to buy 2,000,000 Shares properly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are properly tendered
at prices not greater than $31.00 nor less than $27.00 per Share). The Company
will pay the Purchase Price for all Shares properly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the proration terms thereof. The Company
reserves the right in its sole discretion, to purchase more than 2,000,000
Shares pursuant to the Offer. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date, more than 2,000,000 Shares (or such
greater number of Shares as the Company elects to purchase) are properly
tendered and not withdrawn at or below the Purchase Price, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase in the following order of priority: (a) first from Odd Lot Owners (as
defined in Section 1 of the Offer to Purchase) who properly tender their Shares
at or below the Purchase Price; and (b) second on a pro rata basis from all
other shareholders whose Shares are properly tendered at or below the Purchase
Price and not withdrawn. See Introduction and Section 1 of the Offer to
Purchase.
WE ARE THE OWNER OF RECORD OF SHARES OF COMMON STOCK HELD FOR YOUR ACCOUNT.
AS SUCH, WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES OF COMMON STOCK, AND
THEN ONLY PURSUANT TO YOUR INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF
TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES OF
COMMON STOCK WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices not greater than $31.00 nor less
than $27.00 per Share, as indicated in the attached Instruction Form, net
to you in cash.
2. The Offer is not conditioned upon any minimum number of Shares
being tendered.
3. The Offer, proration period and withdrawal rights will expire at
5:00 P.M., New York City time, on October 7, 1998, unless the Company
extends the Offer.
4. The Offer is for 2,000,000 Shares, constituting approximately 11.7%
of the Company's outstanding equity securities as of September 8, 1998.
5. Tendering shareholders will not be obligated to pay any brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter
of Transmittal, stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer.
6. If you beneficially hold, as of the close of business on the
Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares
held for your account in the Company's Savings Plan) and you instruct us to
tender on your behalf all such Shares at or below the Purchase Price before
the Expiration Date and check the box captioned "Odd Lots" in the attached
Instruction Form, the Company, upon the terms and subject to the conditions
of the Offer, will accept all such Shares for purchase before proration, if
any, of the purchase of other Shares properly tendered at or below the
Purchase Price.
7. If you wish to tender portions of your Shares at different prices
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON WEDNESDAY, OCTOBER 7, 1998, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if, prior to the
Expiration Date, more than 2,000,000 Shares (or such greater number of Shares as
the Company elects to purchase) are properly tendered and not withdrawn at or
below the Purchase Price, the Company will accept Shares for purchase at the
Purchase Price in the following order of priority:
(a) first, all Shares properly tendered at or below the Purchase Price
prior to the Expiration Date (and not withdrawn) by any Odd Lot Owner (as
defined in the Offer to Purchase), who:
(1) tenders all Shares (excluding Shares attributable to individual
accounts under the Company's Savings Plan) beneficially owned by such
Odd Lot Owner at or below the Purchase Price (partial tenders will not
qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
(b) second, after purchase of all the foregoing Shares, all other
Shares properly tendered at or below the Purchase Price before the
Expiration Date (and not withdrawn) on a pro rata basis, if necessary, with
adjustments to avoid purchases of fractional Shares.
The Offer is not being made to, nor will the Company accept tenders from or
on behalf of, holders of Shares in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or Blue Sky laws of such
jurisdiction. In any jurisdiction in which the securities or Blue Sky laws
require the Offer to be made by a licensed broker or dealer, the Offer is being
made on the Company's behalf by Warburg Dillon Read LLC as Dealer Manager or one
or more registered brokers or dealers licensed under the law of such
jurisdiction.
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INSTRUCTION FORM WITH RESPECT TO
THE WEST COMPANY, INCORPORATED
OFFER TO PURCHASE FOR CASH UP TO
2,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $31.00
NOR LESS THAN $27.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated September 9, 1998, and the related Letter of
Transmittal (which together constitute the "Offer") in connection with the Offer
by The West Company, Incorporated, a Pennsylvania corporation (the "Company"),
to purchase up to 2,000,000 shares of its common stock, par value $.25 per share
(the "Shares" or the "Common Stock"), at a price, net to the seller in cash, not
greater than $31.00 nor less than $27.00 per Share, upon the terms and subject
to the conditions of the Offer.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per-Share price (not
greater than $31.00 nor less than $27.00 per Share), net to the seller in cash
(the "Purchase Price"), that it will pay for Shares properly tendered and not
withdrawn 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 2,000,000 Shares
properly tendered and not withdrawn pursuant to the Offer (or such lesser number
of Shares as are properly tendered at prices not greater than $31.00 nor less
than $27.00 per Share). The Company will pay the Purchase Price for all Shares
properly tendered at prices at or below the Purchase Price and not withdrawn,
upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. The Company reserves the right, in its sole discretion,
to purchase more than 2,000,000 Shares pursuant to the Offer. See Section 1 of
the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below 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
the related Letter of Transmittal.
Aggregate number of Shares to be tendered by us:*
_____________ Shares
------------------
* Unless otherwise indicated, it will be assumed that all of your Shares held by
us are to be tendered.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
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CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED,
OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
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/ / $27.00 / / $28.00 / / $29.00 / / $30.00 / / $31.00
/ / $27.125 / / $28.125 / / $29.125 / / $30.125
/ / $27.25 / / $28.25 / / $29.25 / / $30.25
/ / $27.375 / / $28.375 / / $29.375 / / $30.375
/ / $27.50 / / $28.50 / / $29.50 / / $30.50
/ / $27.625 / / $28.625 / / $29.625 / / $30.625
/ / $27.75 / / $28.75 / / $29.75 / / $30.75
/ / $27.875 / / $28.875 / / $29.875 / / $30.875
3
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SIGNATURE BOX
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Signature(s)
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Dated
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Name(s) and Address(es) (Please Print)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
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