OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
AT
$12.25 NET PER SHARE
BY
KBI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
KNOWLEDGE BEGINNINGS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MAY 1, 1998, UNLESS THE OFFER IS EXTENDED.
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April 3, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated April 3,
1998 (the "Offer to Purchase") and the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer")
relating to an offer by KBI Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Knowledge Beginnings, Inc., a
Delaware corporation ("Parent"), to purchase any and all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Children's Discovery
Centers of America, Inc., a Delaware corporation (the "Company"), at a purchase
price of $12.25 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer. The Offer
is being made pursuant to an Agreement and Plan of Merger, dated as of March 27,
1998, by and among Parent, Purchaser and the Company.
This material is being forwarded to you as the beneficial owner of Shares
carried by us in your account but not registered in your name.
A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE 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.
Accordingly, we request instructions as to whether you wish to tender 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.
Please note the following:
1. The tender price is $12.25 per Share, net to the seller in cash,
without interest thereon.
2. The Offer is being made for any and all outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, May 1, 1998, unless the Offer is extended.
4. The Offer is conditioned upon (i) there having been validly tendered
pursuant to the Offer, and not validly withdrawn, a minimum of a majority of
the Shares (determined on a fully diluted basis), (ii) the expiration or
termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the passage of certain
statutory waiting periods relating to the Company's operating licenses,
(iii) certain ancillary agreements and instruments having
been obtained by the Company, and (iv) the satisfaction of certain other
terms and conditions set forth in the Offer to Purchase.
5. The Board of Directors of the Company has, by a vote of all
directors at a meeting duly called and held, unanimously (i) determined that
each of the Offer and the Merger is fair to, and in the best interests of,
the Company's stockholders, (ii) approved and adopted the Merger Agreement
and the Option and Support Agreement (each as defined in the Offer to
Purchase) and the transactions contemplated thereby, including the Offer and
the Merger, (iii) recommended that the Company's stockholders accept the
Offer and tender their Shares pursuant to the Offer, and (iv) taken all
action necessary to render Section 203 of the General Corporation Law of the
State of Delaware and other state takeover statutes inapplicable to the
Offer, the Merger and the Option and Support Agreement.
6. 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.
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 instruction form
contained in this letter. An envelope to return your instruction to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise indicated in such instruction form. PLEASE FORWARD
YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO TENDER
YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely pursuant to the Offer to Purchase and the related
Letter of Transmittal and any supplements or amendments thereto. The Offer is
not being made to, nor will tenders be accepted from or on behalf of, holders of
Shares residing in any jurisdiction in which the making of the Offer or
acceptance thereof would not be in compliance with the securities laws of such
jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated April 3, 1998 (the "Offer to Purchase") and the related Letter
of Transmittal (which together constitute the "Offer") in connection with the
offer by KBI Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Knowledge Beginnings, Inc., a Delaware corporation,
to purchase any and all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Children's Discovery Centers of America, Inc., a
Delaware corporation.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer to Purchase.
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Number of Shares to be Tendered: SIGN HERE
---------------------------------- Shares*
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Dated: ----------------------------------- Signature(s)
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Print Name(s)
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Print Address(es)
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Area Code and Telephone Number(s)
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Taxpayer Identification or
Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
