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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMPUTER RESEARCH, INC.
BY
CRI ACQUISITION, INC.
AT
$2.42 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, SEPTEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE")
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To Brokers, Dealers, Banks, Trust Companies and Other Nominees:
Enclosed is an Offer to Purchase dated August 4, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") relating
to the Offer by CRI Acquisition, Inc., a Delaware corporation (the "Purchaser"),
to purchase all of the outstanding shares of Common Stock, no par value (the
"Shares"), of Computer Research, Inc., a Pennsylvania corporation (the
"Company"), at $2.42 per Share, net to seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer.
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated August 4, 2000;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer. Facsimile copies of the Letter of Transmittal (with
manual signatures) may be used to tender Shares;
3. The Solicitation/Recommendation Statement on Schedule 14D-9 filed
by the Company;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the procedures
for book-entry transfer cannot be completed on a timely basis;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
7. A return envelope addressed to Registrar and Transfer Company, the
Depositary.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date of the Offer, that
number of shares which, when combined with the 1,403,495 shares of Common Stock
of the Company purchased by Purchaser on July 7, 2000, represents at least
sixty-six and two-thirds percent (66.67%) of the Shares currently outstanding on
a fully diluted basis and (ii) the other conditions set forth in the Offer to
Purchase. As used herein, "fully diluted basis" takes into account issued and
outstanding Shares and shares subject to issuance under stock options, warrants
and other securities convertible into shares that will be outstanding after
closing of the Offer.
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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), the Purchaser will accept for payment and will pay promptly after
the Expiration Date for all Shares validly tendered prior to the Expiration Date
and not properly withdrawn as, if and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance of such Shares. Payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for such Shares (or a
timely book-entry confirmation with respect thereto), (ii) a Letter of
Transmittal (or a manually signed facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an agent's message and (iii) any other documents required
by the Letter of Transmittal.
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 Section
3 of the Offer to Purchase.
YOUR PROMPT ACTION IS REQUESTED. PLEASE CONTACT YOUR CLIENTS PROMPTLY.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 2000, UNLESS EXTENDED.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Information Agent as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and necessary costs
and expenses incurred by them in forwarding materials to their customers. The
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.
Additional copies of the enclosed materials may be obtained by contacting
the Information Agent at the location and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
MacKenzie Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY OR THE INFORMATION
AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER
PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE
LETTER OF TRANSMITTAL.
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