Beacon Hill Partners, Inc.
as Information Agent
OFFER TO PURCHASE FOR CASH
Up to 4,225,000 Shares of Common Stock
of
RANGER INDUSTRIES, INC.
for
$2.00 Net Per Share
by
XXXXXXXXX ENTERPRISES, INC.
--------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW
YORK CITY TIME, ON JANUARY 30, 2001, UNLESS THE OFFER IS EXTENDED
--------------------------------------------------------------------------------
December 29, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by Xxxxxxxxx Enterprises, Inc. ("Xxxxxxxxx"), a
Florida corporation, to act as the Information Agent in connection with
Xxxxxxxxx'x offer to purchase (the "Tender Offer") up to 4,225,000 shares of
common stock, par value $.01 per share (the "Shares"), of Ranger Industries,
Inc., a Connecticut corporation ("Ranger"), at $2.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 29, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together, constitute the "Offer Documents") enclosed herewith. Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee.
THE TENDER OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS SET FORTH IN THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated December 29, 2000;
2. Letter of Transmittal for your use in accepting the Tender Offer
and tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Tender Offer if
certificates for Shares and all other required documents cannot be
delivered to Continental Stock Transfer & Trust Company (the
"Depositary"), or if the procedures for book-entry transfer cannot be
completed, by the Expiration Date (as defined in the Offer to Purchase);
4. A 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
Tender Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender Offer is extended or amended, the terms and conditions
of any such extension or amendment), Xxxxxxxxx will accept for payment and pay
for Shares which are validly tendered prior to the Expiration Date and not
theretofore properly withdrawn if and when Xxxxxxxxx gives oral or written
notice to the Depositary of Xxxxxxxxx'x acceptance of such Shares for payment
pursuant to the Offer Documents. Payment for Shares purchased pursuant to the
Tender Offer will in all cases be made only after timely receipt by the
Depositary of (i) certificates for such Shares, or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at Depository
Trust Company, pursuant to the procedures described in The Tender Offer -
Acceptance for Payment and Payment of the Offer to Purchase, (ii) a properly
completed and duly executed Letter of Transmittal (or a properly completed and
manually signed facsimile thereof) or an Agent's Message in connection with a
book-entry transfer and (iii) all other documents required by the Letter of
Transmittal.
Xxxxxxxxx will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer to Purchase) for soliciting tenders of Shares pursuant to the
Tender Offer. Xxxxxxxxx will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for customary mailing and handling costs
incurred by them in forwarding the enclosed materials to their customers.
Xxxxxxxxx will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the Tender Offer, subject to Instruction 6
of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JANUARY 30, 2001, UNLESS THE TENDER OFFER IS
EXTENDED.
In order to take advantage of the Tender Offer, a duly executed and
properly completed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer of Shares, and any other
required documents, should be sent to the Depositary, and certificates
representing the tendered Shares should be delivered or such Shares should be
tendered by book-entry transfer, all in accordance with the Instructions set
forth in the Letter of Transmittal and in the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Tender Offer, a tender may be effected by following the guaranteed delivery
procedures specified in The Tender Offer - Procedure for Tendering Shares of the
Offer to Purchase.
Any inquiries you may have with respect to the Tender Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent at its respective address and telephone number set
forth on the back cover of the Offer to Purchase.
Very truly yours,
Beacon Hill Partners, Inc.
As Information Agent
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF XXXXXXXXX, RANGER, THE INFORMATION AGENT, THE
DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, 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 TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
-2-
