Offer to Purchase for Cash
All Outstanding Shares of Class A and Class B Common Stock
of
CONCORD FABRICS INC.
at
$7.875 NET PER SHARE
by
CONCORD MERGER CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, AUGUST 31, 1999, UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by CONCORD MERGER CORP., a Delaware corporation
("Purchaser"), to act as Dealer Manager in connection with its offer to purchase
all outstanding shares of Class A Common Stock, par value $.50 per share (the
"Class A Shares"), and Class B Common Stock, par value $.50 per share (the
"Class B Shares" and together with the Class A Shares, the "Shares"), of CONCORD
FABRICS INC., a Delaware corporation (the "Company"), at $7.875 per Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated August 4, 1999
(the "Offer to Purchase") and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"),
copies of which are enclosed herewith.
For your information and for forwarding to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the Depositary by
the Expiration Date (as defined in the Offer to Purchase);
4. A 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;
5. Solicitation/Recommendation Statement on Schedule 14D-9 issued by the
Company; and
6. A Return envelope addressed to The Chase Manhattan Bank, as the
Depositary.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of July 29, 1999 (the "Merger Agreement"), between Purchaser and the Company.
The Merger Agreement provides that, among other things, following the
consummation of the Offer and the satisfaction or waiver of the other conditions
set forth in the Merger Agreement, Purchaser will be merged with and into the
Company (the "Merger"). At the effective time of the Merger, each outstanding
Share (other than Shares held in the treasury of the Company, owned by Purchaser
or any wholly owned subsidiary of the Company or held by stockholders who
perfect their dissenters' rights under Delaware law) will be converted into the
right to receive the per Share price paid in the Offer, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, HAS DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY
AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND APPROVE THE
MERGER.
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 be deemed to have accepted for payment, and will
pay for, all Shares validly tendered and not properly withdrawn by the
Expiration Date (as defined in the Offer to Purchase) if, as and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of the tenders of such Shares for payment pursuant to the Offer.
Payment for Shares purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates evidencing such Shares or
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities (as defined in
"The Tender Offer - 3. Procedures for Accepting the Offer and Tendering Shares"
of the Offer to Purchase), (ii) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an
Agent's Message (as defined in "The Tender Offer - 3. Procedures for Accepting
the Offer and Tendering Shares" of the Offer to Purchase) and (iii) any other
documents required by the Letter of Transmittal.
In order to tender Shares pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (in the case of any book-entry
transfer), and any other documents required by the Letter of Transmittal, should
be sent to the Depositary, and either certificates representing the tendered
Shares should be delivered or such Shares must be delivered to the Depositary
pursuant to the procedures for book-entry transfers, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender their Shares, but it is impracticable
for them to deliver their certificates on or prior to the Expiration Date or to
comply with the book-entry transfer procedures on a timely basis, a tender may
be effected by following the guaranteed delivery procedures specified in "The
Tender Offer - 3. Procedures for Accepting the Offer and Tendering Shares" of
the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Managers, the Information Agent and the
Depositary as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. Purchaser will,
however, upon request, reimburse brokers, dealers, commercial banks and trust
companies for reasonable expenses incurred by them in forwarding materials to
their customers. Purchaser will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter
of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 31, 1999, UNLESS THE OFFER IS EXTENDED.
2
Any inquiries you may have with respect to the Offer may be addressed to
the Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase. Requests for
additional copies of the enclosed materials may be directed to the Information
Agent or the Dealer Managers.
Very truly yours,
FIRST UNION CAPITAL MARKETS CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY PERSON THE AGENT OF PURCHASER, THE COMPANY, ANY AFFILIATE OF THE COMPANY,
THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.
