OFFER TO PURCHASE
5,440,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
QMS, INC.
AT
$6.25 NET PER SHARE IN CASH
BY
MINOLTA INVESTMENTS COMPANY,
A WHOLLY-OWNED SUBSIDIARY
OF
MINOLTA CO., LTD.
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THE OFFER, PRORATION PERIOD 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 14, 1999
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase, dated June 14,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Minolta Investments Company, a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of Minolta Co., Ltd., a
Japanese corporation ("Parent"), to purchase for cash 5,440,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), including the preferred
share purchase rights associated therewith issued pursuant to the Rights
Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with
the Common Stock, the "Shares") of QMS, Inc., a Delaware corporation (the
"Company"), at a purchase price of $6.25 per Share, net to you in cash. WE ARE
THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES
CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $6.25 per Share, net to you in cash, without interest.
2. The Offer is being made for 5,440,000 Shares.
3. The Board of Directors of the Company has unanimously approved the Stock
Purchase Agreement (as defined in the Offer to Purchase) and the
transactions contemplated thereby, including the Offer and the Stock
Purchase (each as defined in the Offer to Purchase), and has unanimously
determined that the Offer and the Stock Purchase are fair to, and in the
best interests of, the Company's stockholders and unanimously recommends
that the stockholders accept the Offer and tender their Shares pursuant to
the Offer.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on July 12, 1999, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) that number of Shares which, when added to the Shares
beneficially owned by Parent, Purchaser or any of their affiliates (if any),
constitutes at least 51% of the then outstanding Shares on the date Shares
are accepted for payment. The Offer is also subject to the other conditions
set forth in the Offer to Purchase. See the Introduction and Sections 1 and
14 of the Offer to Purchase.
6. Upon the terms and subject to the conditions of the Offer, if more than
5,440,000 are validly tendered prior to the Expiration Date and not
withdrawn in accordance with Section 4 of the Offer to Purchase, Purchaser
will accept for payment and pay for 5,440,000 Shares, on a pro rata basis
(with appropriate adjustments to avoid purchases of fractional Shares)
according to the number of Shares properly tendered by each stockholder at
or prior to the Expiration Date and not withdrawn. See Section 1 of the
Offer to Purchase.
7. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
5,440,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
QMS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated June 14, 1999 and the related Letter of Transmittal in
connection with the Offer by Minolta Investments Company, a Delaware corporation
and wholly-owned subsidiary of Minolta Co., Ltd., a Japanese corporation, to
purchase 5,440,000 shares of common stock, par value $0.01 per share (the
"Common Stock"), including the preferred share purchase rights associated
therewith issued pursuant to the Rights Agreement (as defined in the Offer to
Purchase) (the "Rights" and, together with the Common Stock, the "Shares), of
QMS, Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Shares to Be Tendered*
Dated: , 1999
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Signature(s)
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Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax ID or Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
