OFFER TO PURCHASE FOR CASH
ALL SHARES OF CLASS A COMMON STOCK
OF
XXXXXX, INC.
AT
$5.20 NET PER SHARE
BY
CRAYON ACQUISITION CORP.
A DIRECT WHOLLY-OWNED SUBSIDIARY
OF
COSMAIR, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 4, 2000, UNLESS THE OFFER IS EXTENDED.
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March 8, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated March 8,
2000 (the 'OFFER TO PURCHASE'), and the related Letter of Transmittal (which,
together with any amendments and supplements thereto, collectively constitute
the 'OFFER') in connection with the offer by Crayon Acquisition Corp., a
Delaware corporation ('PURCHASER') and a wholly-owned subsidiary of Cosmair,
Inc., a Delaware corporation ('PARENT'), to purchase all outstanding shares of
Class A common stock, par value $0.01 per share (the 'SHARES'), of Xxxxxx, Inc.,
a Delaware corporation (the 'COMPANY'), at a purchase price of $5.20 per Share,
net to you in cash, without interest thereon (the 'SHARE PRICE'). WE ARE THE
HOLDER OF RECORD OF SHARES HELD 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
ENCLOSED LETTER OF TRANSMITTAL IS 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 us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions contained in the Offer.
Your attention is invited to the following:
1. The offer price is $5.20 per Share, net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously (with three
directors abstaining) approved and adopted the Merger Agreement (as defined
in the Offer to Purchase) and the transactions contemplated thereby,
including the Offer and the Merger (as defined in the Offer to
Purchase), determined that the Offer and the Merger are advisable and fair
to and in the best interests of, the Company's stockholders and recommends
that the Company's stockholders accept the Offer and tender all of their
Shares pursuant to the Offer.
4. The Offer and withdrawal rights expire at 12:00 midnight, New York
City time, on Tuesday, April 4, 2000, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the Expiration Date (as
defined in the Offer to Purchase) that number of Shares which would
represent at least a majority of the voting power of the Company's common
stock then issued and outstanding on a fully-diluted basis. The Offer is
also subject to certain other conditions contained in the Offer to Purchase.
See the Introduction and Sections 1, 14 and 15 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the transfer and sale of
Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except
as otherwise provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by the Dealer Manager or 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 attached to
this letter. An envelope 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 attachment to 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.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Share certificates for, or of Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to, such Shares,
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with 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 documents required by the Letter of Transmittal. Accordingly,
payment might not be made to all tendering stockholders at the same time, and
will depend upon when Share certificates or Book-Entry Confirmations of such
Shares are received into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase).
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL SHARES OF CLASS A COMMON STOCK
OF
XXXXXX, INC.
AT
$5.20 NET PER SHARE IN CASH
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated March 8, 2000 and the related Letter of Transmittal in
connection with the Offer by Crayon Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Cosmair, Inc., a Delaware corporation, to
purchase all outstanding shares of Class A common stock, par value $0.01 per
share (the 'Shares') of Xxxxxx, Inc., a Delaware corporation, at a price of
$5.20 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions in the Offer to Purchase and related Letter
of Transmittal.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions contained in the
Offer.
Number of Shares to Be Tendered*
.............................. Shares
Dated: ....................... , 2000
.....................................
.....................................
SIGNATURE(S)
.....................................
.....................................
PRINT NAME(S)
.....................................
.....................................
ADDRESS(ES)
.....................................
AREA CODE AND TELEPHONE NUMBER
.....................................
TAX ID OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
