OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
AND
ANY AND ALL OUTSTANDING SHARES OF
CUMULATIVE VOTING CONVERTIBLE PREFERRED STOCK, SERIES B
OF
OLD STONE CORPORATION
AT
$1.00 NET PER COMMON SHARE
AND $4.00 NET PER
CUMULATIVE VOTING CONVERTIBLE PREFERRED SHARE, SERIES B
BY
MANTICORE PROPERTIES, LLC
-------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 12, 1997,
UNLESS THE OFFER IS EXTENDED.
-------------------------------------------------------------------------------
November 14, 1997
To the Participants in the Old Stone Corporation Employee Stock Ownership Plan
and Trust:
Enclosed for your consideration is an Offer to Purchase, dated
November 14, 1997 (the "Offer to Purchase"), and the related Letters of
Transmittal (which, as amended from time to time, together constitute the
"Offer") in connection with the Offer by Manticore Properties, LLC, a Delaware
limited liability company (the "Purchaser") wholly owned by Gotham Partners,
L.P., a New York limited partnership ("Gotham"), and Gotham Partners II, L.P.,
a New York limited partnership ("Gotham II"; together, the "Funds"), to
purchase all outstanding shares of common stock, par value $1.00 per share
("Common Shares") and all outstanding shares of Cumulative Voting Convertible
Preferred Stock, Series B, par value $1.00 per share ("Preferred Shares" and
with the Common Shares, the "Shares") of Old Stone Corporation, a Rhode Island
corporation (the "Company"), at a price of $1.00 per Common Share and $4.00 per
Preferred Share, net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES
HELD BY THE OLD STONE CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST, AS
AMENDED (THE "PLAN") FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. AS
TRUSTEE, 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 LETTERS OF TRANSMITTAL ARE 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 to Purchase.
Your attention is invited to the following:
1. The tender price is $1.00 per Common Share and $4.00 per
Preferred Share, net to the seller in cash, without interest thereon.
2. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, December 12, 1997, unless the
Offer is extended.
3. The Offer is being made for any and all outstanding
Shares.
4. The Offer is not conditioned on the receipt of financing
or upon any minimum number of shares being tendered.
5. Tendering shareholders will not be obligated to pay
brokerage fees or commissions. Except as set forth in Instruction 6 of
the Letters of Transmittal, tendering shareholders will not be
obligated to pay stock transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer.
6. The Purchaser will, upon request, reimburse us for
customary mailing and handling expenses incurred by us in forwarding
the endorsed materials to Plan Participants.
The Offer is made solely by the Offer to Purchase and the related
Letters of Transmittal. 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 of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. The Purchaser
is not aware of any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. To the extent the Purchaser becomes aware of any state law that
would limit the class of offerees in the Offer, the Purchaser will amend the
Offer and, depending on the timing of such amendment, if any, will extend the
Offer to provide adequate dissemination of such information to such holders of
shares prior to the expiration of the Offer. In any jurisdiction the
securities, blue sky or other laws of which require the Offer to be made by a
licensed broker or dealer, the Offer is intended to be made on behalf of the
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
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 on the instruction form contained
in this letter. 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.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
OLD STONE CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 14, 1997, and the related Letters of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), in connection with the Offer by Manticore Properties, LLC, a Delaware
limited liability company (the "Purchaser") wholly owned by Gotham Partners,
L.P., a New York limited partnership ("Gotham"), and Gotham Partners II, L.P.,
a New York limited partnership ("Gotham II"; together, the "Funds"), to
purchase all outstanding shares of common stock, par value $1.00 per share
("Common Shares"), of Old Stone Corporation, a Rhode Island corporation (the
"Company"), at a price equal to $1.00 per Common Share, net to the seller in
cash.
This will instruct you to tender to the Purchaser the number of Common
Shares indicated below (or, if no number is indicated below, all Common Shares)
held by the Plan for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Offer to Purchase.
Number of Common Shares to be Tendered*:
Common Shares
---------------------------------------
Account Number:
------------------------
Dated:
---------------------------------
SIGN HERE
----------------------------------------------
Signature(s)
----------------------------------------------
Please type or print name(s)
----------------------------------------------
Please type or print address(es) here
Area Code and Telephone Number
--------------------------------
Taxpayer Identification or
Social Security Number(s)
---------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all Common Shares held by
the Plan for your account are to be tendered.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING PREFERRED SHARES
OF
OLD STONE CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 14, 1997, and the related Letters of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), in connection with the Offer by Manticore Properties, LLC, a Delaware
limited liability company (the "Purchaser") wholly owned by Gotham Partners,
L.P., a New York limited partnership ("Gotham"), and Gotham Partners II, L.P.,
a New York limited partnership ("Gotham II"; together, the "Funds"), to
purchase all outstanding shares of Cumulative Voting Convertible Preferred
Stock, par value $1.00 per share ("Preferred Shares"), of Old Stone
Corporation, a Rhode Island corporation (the "Company"), at a price equal to
$4.00 per Preferred Share, net to the seller in cash.
This will instruct you to tender to the Purchaser the number of
Preferred Shares indicated below (or, if no number is indicated below, all
Preferred Shares) held by the Plan for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer to Purchase.
Number of Preferred Shares to be Tendered*:
Preferred Shares
---------------------------------------
Account Number:
------------------------
Dated:
---------------------------------
SIGN HERE
----------------------------------------------
Signature(s)
----------------------------------------------
Please type or print name(s)
----------------------------------------------
Please type or print address(es) here
Area Code and Telephone Number
--------------------------------
Taxpayer Identification or
Social Security Number(s)
---------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all Common Shares held by
the Plan for your account are to be tendered.
