OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
AND
SERIES A CONVERTIBLE PREFERRED SHARES
OF
ACME-CLEVELAND CORPORATION
AT
$27 NET PER SHARE
BY
WEC ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
XXXXXXX CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, APRIL 3, 1996, UNLESS THE OFFER IS EXTENDED.
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March 7, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by WEC Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Xxxxxxx
Corporation, a Delaware corporation ("Parent"), to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding common shares,
par value $1 per share (the "Common Shares") and all outstanding Series A
Convertible Preferred Shares, without par value (the "Preferred Shares" and,
together with the Common Shares, the "Shares") of Acme-Cleveland Corporation, an
Ohio corporation (the "Company"), at a price of $27 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 7,
1996 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer") enclosed
herewith.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED A NUMBER OF SHARES WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY
OWNED BY PARENT, WOULD REPRESENT AT LEAST A MAJORITY OF THE SHARES
OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE, (2) THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER BEING AUTHORIZED BY THE
SHAREHOLDERS OF THE COMPANY PURSUANT TO THE OHIO CONTROL SHARE ACQUISITION
LAW OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE OHIO
CONTROL SHARE ACQUISITION LAW IS INVALID OR INAPPLICABLE TO SUCH ACQUISITION
AND (3) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT, AFTER
CONSUMMATION OF THE OFFER, THE RESTRICTIONS CONTAINED IN THE OHIO BUSINESS
COMBINATION LAW WILL NOT APPLY TO THE PURCHASER'S PROPOSED MERGER WITH THE
COMPANY. SEE SECTION 14 OF THE OFFER TO PURCHASE. THE OFFER IS NOT
CONDITIONED ON THE RECEIPT OF FINANCING.
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.
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, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Offer to Purchase, dated March 7, 1996;
2. The Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such Shares (the "Share Certificates") are not
immediately available or time will not permit all required documents to
reach the Depositary (as defined in the Offer to Purchase) prior to the
Expiration Date (as defined in the Offer to Purchase) or the procedure for
book-entry transfer cannot be completed on a timely basis;
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 nominees, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines of the Internal Revenue Service 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 Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will purchase, by accepting for
payment, and will pay for the Shares validly tendered prior to the Expiration
Date promptly after the Expiration Date. For purposes of the Offer, the
Purchaser will be deemed to have accepted for payment, and thereby purchased,
tendered Shares as, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares for payment
pursuant to the Offer. In all cases, payment for Shares purchased pursuant to
the Offer will be made only after timely receipt by the Depositary of (i) the
Share Certificates or timely confirmation of a book-entry transfer of such
Shares, if such procedure is available, into the Depositary's account at The
Depository Trust Company, the Midwest Securities Trust Company or the
Philadelphia Depository Trust Company pursuant to the procedures set forth
in Section 2 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in Section 2 of the
Offer to Purchase) and (iii) any other documents required by the Letter of
Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager, the Information Agent and
the Depositary as described in Section 16 of the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding the enclosed
materials to your clients.
The Purchaser will pay any stock transfer taxes incident to the transfer
to it of validly tendered Shares, except as otherwise provided in Instruction
6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 3, 1996, UNLESS THE OFFER
IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing 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
the Offer to Purchase.
If holders of Shares wish to tender Shares, but it is impracticable for
them to forward their Share Certificates or other required documents to the
Depositary prior to the Expiration Date or to comply with the procedures for
book-entry transfer on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified under Section 2 of the Offer to
Purchase.
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Any inquiries you may have with respect to the Offer should be addressed
to X.X. Xxxx & Co., Inc., the Information Agent, or Xxxxxxx Lynch, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, the Dealer Manager, at their respective addresses
and telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained by calling
X.X. Xxxx & Co., Inc., the Information Agent, collect at (000) 000-0000 or
toll-free at (000) 000-0000, or from brokers, dealers, commercial banks or
trust companies.
Very truly yours,
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER, 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 OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED
THEREIN.
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