OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
AND
ANY AND ALL OUTSTANDING SHARES OF CUMULATIVE VOTING
CONVERTIBLE PREFERRED STOCK, SERIES B
OF
OLD STONE CORPORATION
AT
$1.00 NET PER COMMON SHARE
AND
$4.00 NET PER
CUMULATIVE VOTING CONVERTIBLE PREFERRED SHARE, SERIES B
BY
MANTICORE PROPERTIES, LLC
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME, ON FRIDAY, DECEMBER 12, 1997,
UNLESS THE OFFER IS EXTENDED.
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November 14, 1997
To the Trustee of the Old Stone Corporation
Employee Stock Ownership Plan and Trust:
We have been engaged by Manticore Properties, LLC, a Delaware limited
liability company (the "Purchaser"), wholly owned by Gotham Partners, L.P., a
New York limited partnership ("Gotham"), and Gotham Partners II, L.P., a New
York limited partnership ("Gotham II" and together, the "Funds"), to act as
Information Agent in connection with the Purchaser's offer to purchase all
outstanding shares of common stock, par value $1.00 per share ("Common Shares")
and all outstanding shares of Cumulative Voting Convertible Preferred Stock,
Series B, par value $1.00 per share ("Preferred Shares", and together with the
Common Shares, the "Shares"), of Old Stone Corporation, a Rhode Island
corporation (the "Company"), at a price of $1.00 per Common Share and $4.00 per
Preferred 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 November 14, 1997 (the "Offer to Purchase"), and in
the related Letters of Transmittal (which, as amended from time to time,
together constitute the "Offer") enclosed herewith.
THE OFFER IS SUBJECT TO CERTAIN TERMS AND CONDITIONS. SEE SECTION 14
OF THE OFFER TO PURCHASE. THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF
FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
In addition, the Purchaser will, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to participants in the Company's Employee Stock Ownership
Plan and Trust, as amended (the "Plan").
Please furnish copies of the enclosed materials to those participants
in the Plan for which you, as Trustee, hold Shares registered in the Plan's
name. Additional copies of the enclosed materials may be obtained by calling
Beacon Hill Partners, Inc., the Information Agent, collect at (000) 000-0000.
For your information and for forwarding to the participants in the
Plan for whom you, as Trustee, hold Shares registered in the Plan's name, we
are enclosing the following documents:
1. The Offer to Purchase, dated November 14, 1997;
2. The Letter of Transmittal to be used by holders of Common Shares in
accepting the Offer and tendering Common Shares;
3. The Letter of Transmittal to be used by holders of Preferred Shares in
accepting the Offer and tendering Preferred Shares;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing tendered Common Shares (the "Common 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;
5. The Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing tendered Preferred Shares (the "Preferred Share
Certificates" and together with the Common Share Certificates, 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;
6. A letter which may be sent to the participants in the Plan for whose
accounts you hold Shares registered in the Plan's name, with space provided
for obtaining such participants instructions with regard to the Offer;
7. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
8. A return envelope addressed to the Depositary.
In order to take advantage of the Offer, duly executed and properly
completed Letter(s) of Transmittal relating to the Common Shares and/or
Preferred Shares tendered 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 Letters of Transmittal and
the Offer to Purchase. 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 and not withdrawn
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 or the
Philadelphia Depositary Trust Company pursuant to the procedures set forth in
Section 2 of the Offer to Purchase, (ii) Letter(s) of Transmittal (or a
facsimile thereof) relating to the Common Shares and/or Preferred Shares
tendered, 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 pay any stock transfer taxes incident to the
transfer to it of validly tendered Shares, except as otherwise provided in
Instruction 6 of the Letters of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT PLAN
PARTICIPANTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 12, 1997,
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 Letters 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.
Any inquiries you may have with respect to the Offer should be
addressed to Beacon Hill Partners, Inc., the Information Agent, at its address
and telephone number set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained by calling
Beacon Hill Partners, Inc., the Information Agent, collect at (000) 000-0000.
Very truly yours,
BEACON HILL PARTNERS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE PURCHASER, THE DEPOSITARY, THE INFORMATION
AGENT, 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.
