OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
XXXXXX ENVIRONMENTAL SERVICES, INC.
AT
$.20 NET PER SHARE
BY
GAP CAPITAL, L.L.C.
XXXXX X. XXXXX, MANAGER
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JULY 12, 1999, UNLESS
THE OFFER IS EXTENDED.
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June 11, 1999
To Brokers, Dealers, Banks,
Trust Companies and Other Nominees:
We are enclosing the materials listed below in connection with the
offer by GAP Capital, L.L.C., a Texas limited company (the "Purchaser"), to
purchase all outstanding shares of Class A common stock, par value $.01 per
share (the "Class A Shares"), of Xxxxxx Environmental Services, Inc., a
Delaware corporation (the "Company"), at $.20 per Class A 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 June 11, 1999
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any supplements or amendments thereto, collectively constitute
the "Offer").
Please furnish copies of the enclosed materials to those of your
clients for whom you hold Class A Shares registered in your name or in the
name of your nominee. Enclosed herewith are copies of the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to be used by stockholders of the
Company accepting the Offer;
3. A printed form of letter that may be sent to your clients
for whose account you hold Class A Shares in your name or in the
name of a nominee, with space provided for obtaining such client's
instructions with regard to the Offer;
4. Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, JULY 12, 1999, UNLESS EXTENDED.
The Board of Directors of the Company has unanimously approved the
Offer and determined that the Offer is fair to, and in the best interests of,
the stockholders of the Company and recommends that stockholders of the
Company accept the Offer and tender their Class A Shares.
The Offer is being made pursuant to the Tender Offer Agreement dated
as of June 4, 1999 (the "Tender Offer Agreement"), among the Purchaser and
the Company pursuant to which, following the consummation of the Offer and
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the satisfaction or waiver of conditions, the Purchaser shall be entitled to
designate a certain number of directors on the Company's Board of Directors,
depending on the number of Class A Shares the Purchaser acquires pursuant to
the Offer, as more fully described in the Offer to Purchase.
In order to accept the Offer, a duly executed and properly completed
Letter of Transmittal with any required signature guarantees, or an Agent's
Message (as defined the Offer to Purchase) in connection with a book-entry
delivery of shares, and any other required documents should be sent to the
Depositary and either Class A Share certificates representing the tendered
Class A Shares should be delivered to the Depositary, or such Class A Shares
should be tendered by book-entry transfer into the Depositary's account
maintained at the Book-Entry Transfer Facility (as described in Section 2 of
the Offer to Purchase), all in accordance with the instructions set forth in
the Letter of Transmittal and the Offer to Purchase.
If holders of Class A Shares wish to tender, but it is impracticable
for them to forward their Class A Share certificates or other required
documents on or prior to the Expiration Date or 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 2 of the Offer to
Purchase.
The Purchaser will not pay any fees or commissions to any broker or
dealer or other person in connection with the solicitation of tenders of
Class A Shares pursuant to the Offer. You will be reimbursed upon request for
customary mailing and handling expenses incurred by you in forwarding the
enclosed offering materials to your customers.
Questions and requests for additional copies of the enclosed
material may be directed to the Purchaser at the address and telephone number
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
GAP CAPITAL, L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER
YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER OR THE DEPOSITARY OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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