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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE STOCK PURCHASE RIGHTS ASSOCIATED THEREWITH)
OF
XXXXXXXX PBE, INC.
AT
$8.00 NET PER SHARE
BY
FMST ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FINISHMASTER, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 18, 1997, UNLESS EXTENDED.
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October 21, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Xxxxx Xxxxxx Inc. is acting as Dealer Manager for FMST Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary
of FinishMaster, Inc., an Indiana corporation ("Parent"), pursuant to
Purchaser's offer to purchase all outstanding shares of common stock, par value
$.001 per share, of Xxxxxxxx PBE, Inc., a Delaware corporation (the "Company"),
including the stock purchase rights associated therewith issued pursuant to the
Rights Agreement, dated May 6, 1997, between the Company and ChaseMellon
Shareholder Services, L.L.C. (collectively, the "Shares"), at a price of $8.00
per Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
October 21, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any supplements or amendments thereto,
collectively constitute the "Offer"). All capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated October 21, 1997.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of
Transmittal (with manual signatures) may be used to tender Shares.
3. A letter to stockholders of the Company from Xxxxxxxx X. Xxxxx, III,
Chief Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company and mailed to the
stockholders of the Company, each recommending that the Company's
stockholders accept the Offer and tender their Shares.
4. The Notice of Guaranteed Delivery to be used to tender Shares pursuant
to the Offer if none of the procedures for tendering Shares set forth in
the Offer to Purchase can be completed on a timely basis.
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5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name, or in the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
7. A return envelope addressed to First Chicago Trust Company of New York,
as Depositary (the "Depositary").
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 18, 1997, UNLESS
EXTENDED.
Please note the following:
1. The tender price is $8.00 per Share, net to the seller in cash, without
interest thereon.
2. The Offer is being made for all of the outstanding Shares.
3. The Offer is being made pursuant to the Agreement and Plan of Merger,
dated October 14, 1997, by and among the Parent, Purchaser and the
Company. The Board of Directors of the Company has unanimously approved
the Offer, the Merger and the Merger Agreement (as defined in the Offer
to Purchase) and have determined that the Offer and the Merger are fair
to and in the best interests of the Company's stockholders and recommend
that Company's stockholders accept the Offer and tender their Shares
pursuant to the Offer.
4. The Offer is conditioned upon, among or things, (i) there having been
validly tendered, and not properly withdrawn, that number of Shares
representing at least a majority of all outstanding Shares on a fully
diluted basis, (ii) the expiration or termination of any applicable
waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended, and (iii) the satisfaction of certain other terms
and conditions set forth in the Offer to Purchase.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Letter of Transmittal, stock
transfer taxes on the transfer of Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and pay for all Shares which
are validly tendered and not properly withdrawn on or prior to the Expiration
Date (as defined in the Offer to Purchase). In order to take advantage of the
Offer, (i) a duly executed and properly completed Letter of Transmittal (or a
manually signed facsimile thereof) and any required signature guarantees or, in
the case of a book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase), and any other required documents should be sent to the Depositary
and (ii) certificates representing the tendered Shares (the "Share
Certificates") or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) should be delivered to the Depositary in accordance with the
instructions set forth in the Offer to Purchase and the Letter of Transmittal.
Holders of Shares whose certificates for such Shares are not immediately
available or who cannot deliver such certificates and all other required
documents to the Depositary or complete the procedures for book-entry transfer
prior to the Expiration Date must tender their Shares according to the
guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase.
None of Purchaser, the Parent nor any officer, director, stockholder, agent
or other representative of Purchaser will pay any fees or commissions to any
broker, dealer or other person (other than the Dealer Manager, the Depositary
and the Information Agent as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Purchaser will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients.
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Purchaser will pay or cause to be paid any stock transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 to the
Letter of Transmittal.
Any inquires you may have with respect to the Offer should be addressed to
Xxxxxx & Company, Inc. (the "Information Agent"), 000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Requests for copies of the enclosed materials may be directed to the
Information Agent at the above address and telephone number.
Very truly yours,
XXXXX XXXXXX INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PARENT, PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT, THE DEALER MANAGER OR ANY AFFILIATE OF ANY OF THE FOREGOING,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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