OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXXXXXXX.XXX INC.
BY
HMSV ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
MIDAMERICAN ENERGY HOLDINGS COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, SEPTEMBER 24, 2001, UNLESS THE OFFER IS EXTENDED.
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August 27, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by HMSV Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of MidAmerican Energy Holdings
Company, an Iowa corporation ("MEHC"), to act as Information Agent in
connection with Purchaser's offer to purchase all outstanding shares of common
stock, par value $0.01 per share, including the associated Rights (as defined
in the Offer to Purchase) (the "Shares") of XxxxXxxxxxxx.Xxx Inc., a Delaware
corporation ("HMSV"), at $17.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 27, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal (the "Letter of Transmittal") (which, together with any amendments
or supplements thereto, constitute the "Offer") 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 OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
THE OFFER TO PURCHASE) OF THE OFFER AT LEAST THAT NUMBER OF SHARES (1) THAT
WOULD, WHEN AGGREGATED WITH THE SHARES OWNED DIRECTLY OR INDIRECTLY BY MEHC,
REPRESENT AT LEAST 90% OF ALL SHARES THEN OUTSTANDING AND (2) THAT REPRESENT AT
LEAST A MAJORITY OF THE TOTAL NUMBER OF SHARES OUTSTANDING ON THE DATE SHARES
ARE ACCEPTED FOR PAYMENT THAT ARE NOT HELD BY MEHC, ITS AFFILIATES AND THE
DIRECTORS AND EXECUTIVE OFFICERS OF HMSV. THE OFFER IS ALSO SUBJECT TO CERTAIN
OTHER CONDITIONS. SEE "THE TENDER OFFER -- SECTION 12 -- CERTAIN CONDITIONS TO
THE OFFER."
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 August 27, 2001;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients. Facsimile copies
of the Letter of Transmittal may be used to tender Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and all other required documents cannot be
delivered to the Depositary, or if the procedures for book-entry transfer
cannot be completed on a timely basis, prior to the expiration of the
Offer;
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
Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to Computershare Trust Company of New
York (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), Purchaser will accept for payment and pay for Shares
which are validly tendered prior to the Expiration Date and not theretofore
properly withdrawn when, as and if Purchaser gives oral or written notice to
the Depositary of Purchaser's acceptance of such Shares for payment pursuant to
the Offer. Payment for Shares purchased pursuant to the 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 maintained at the Book-Entry Transfer Facility
(as defined in the Offer to Purchase), pursuant to the procedures described in
"THE TENDER OFFER -- Section 3 -- Procedures for Tendering Shares" 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 (as defined in the Offer to Purchase) in connection with a book-entry
transfer and (iii) all other documents required by the Letter of Transmittal.
Purchaser 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
Offer. Purchaser 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.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the 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 OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, SEPTEMBER 24, 2001, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message 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 Date of
the Offer, a tender may be effected by following the guaranteed delivery
procedures specified in "THE TENDER OFFER -- Section 3 -- Procedures for
Tendering Shares" of the Offer to Purchase.
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Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent, and additional copies of the enclosed materials may
be obtained from the Information Agent at its address 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 CONSTITUTE YOU
THE AGENT OF PURCHASER, MEHC, HMSV, 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 OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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