Offer to Purchase for Cash
All Outstanding Shares of Class A and Class B Common Stock
of
CONCORD FABRICS INC.
at
$7.875 NET PER SHARE
by
CONCORD MERGER CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 10, 1999, UNLESS THE OFFER IS EXTENDED.
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To Our Clients:
Enclosed for your consideration are the Supplement to Offer to Purchase
dated August 31, 1999 (the "Supplement to Offer to Purchase") and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer") and other materials relating to the Offer by
Concord Merger Corp., a Delaware corporation ("Purchaser"), to purchase all of
the outstanding shares of Class A Common Stock, par value $.50 per share (the
"Class A Shares"), and Class B Common Stock, par value $.50 per share (the
"Class B Shares" and together with the Class A Shares, the "Shares"), of Concord
Fabrics Inc., a Delaware corporation (the "Company"), at $7.875 per Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer. This material is being sent to you as the
beneficial owner of Shares held by us for your account but not registered in
your name. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The Letter of Transmittal accompanying
this letter 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 to have us 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 directed to the following:
1. The tender price is $7.875 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions of the Offer.
2. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on September 10, 1999, unless the Offer is extended.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
and amended as of August 4, 1979 dated as of July 29, 1999 (the "Merger
Agreement"), between Purchaser and the Company. The Merger Agreement provides
that, among other things, following the consummation of the Offer and the
satisfaction or waiver of the other conditions set forth in the Merger
Agreement, Purchaser will be merged with and into the Company (the "Merger"). At
the effective time of the Merger, each outstanding Share (other than Shares held
in the treasury of the Company, owned by Purchaser or any wholly owned
subsidiary of the Company or held by stockholders who perfect their dissenters'
rights under Delaware law) will be converted into the right to receive the per
Share price paid in the Offer, without interest.
4. The Board of Directors of the Company has unanimously approved the
Merger Agreement, the Offer and the Merger, has determined that the Offer and
the Merger are fair to and in the best interests of the
stockholders of the Company and unanimously recommends that stockholders accept
the Offer and approve the Merger.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer, that number of
Shares which constitute a majority of each class of the Shares outstanding on a
fully diluted basis not then owned by Purchaser, beneficially and of record.
Subject to the terms of the Merger Agreement, the Offer is also subject to other
terms and conditions, including receipt of certain regulatory approvals, set
forth in the Offer to Purchase. Pursuant to the Merger Agreement, the Purchaser
may, without the consent of the Company, (i) extend the Offer beyond the
scheduled Expiration Date (as defined in the Offer to Purchase) if, at the
scheduled Expiration Date, any of the conditions to Purchaser's obligation to
accept for payment, and to pay for, the Shares, is not satisfied or waived, (ii)
extend the Offer for any period required by any rule, regulation or
interpretation of the Securities and Exchange Commission or the staff thereof
applicable to the Offer, or (iii) extend the Offer for any aggregate period of
not more than 10 business days beyond the latest applicable date that would
otherwise be permitted under clause (i) or (ii), if as of such date, all of the
conditions to Purchaser's obligations to accept for payment, and to pay for, the
Shares are satisfied or waived, but the number of Shares validly tendered and
not withdrawn pursuant to the Offer equals 80 percent or more, but less than 90
percent, of the outstanding Shares on a fully diluted basis; provided, however,
that if any condition remains unsatisfied on the initial Expiration Date, at the
request of the Company, Purchaser shall extend the Offer from time to time until
five business days after such condition is satisfied (provided that Purchaser
shall not be required to extend the Offer beyond 35 calendar days after such
initial scheduled Expiration Date).
6. 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.
In order to tender Shares pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or (in the case of any book-entry transfer) an Agent's
Message (as defined in the Offer to Purchase) and any other documents required
by the Letter of Transmittal, should be sent to ChaseMellon, the Depositary, and
either certificates representing the tendered Shares should be delivered or such
Shares must be delivered to the Depositary pursuant to the procedures for
book-entry transfers, all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
The Offer is being made to all holders of Shares. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares in
any jurisdiction in which the making of the Offer or acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by [ ] or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us the
instruction form set forth below. Please forward your instructions to us in
ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the instruction form set
forth below.
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INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
CLASS A and CLASS B COMMON STOCK
of
CONCORD FABRICS INC.
by
CONCORD MERGER CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement to Offer to Purchase dated August 31, 1999 and the related Letter of
Transmittal, in connection with the offer by Concord Merger Corp., a Delaware
corporation, to purchase for cash all outstanding shares of Class A Common
Stock, par value $.50 per share (the "Class A Shares"), and Class B Common
Stock, par value $.50 per share (the "Class B Shares" and together with the
Class A Shares, the "Shares"), of Concord Fabrics 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) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer and the related Letter of Transmittal.
Dated: , 1999
NUMBER OF SHARES TO BE TENDERED: ________________ SHARES*
Signature(s): __________________________________________________________________
__________________________________________________________________
Please Print Name(s): __________________________________________________________
Please Print Address(es): ______________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Tax Identification or Social Security Number(s): _______________________________
* I (We) understand that if I (we) sign this instruction form without indicating
a lesser number of Shares in the space above, all Shares held by you for my
(our) account will be tendered.
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