THE XXXXXX XXX COMPANY, INC
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
July 30, 1999
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the
agreement and plan of merger (the "Merger Agreement") among The Xxxxxx Xxx
Company, Inc. ("Xxxxxx Xxx"), Three Cities Fund II, L.P., Three Cities Offshore
II C.V. and TCR Acquisition Sub Co. ("Merger Sub") pursuant to which Merger Sub
will merge (the "Merger") into Xxxxxx Xxx with Xxxxxx Xxx as the surviving
corporation. In the Merger, Xxxxxx Xxx'x stockholders will have the right to
elect to receive $7.00 per share in cash in exchange for some or all of their
shares of Xxxxxx Xxx'x Common Stock. However, if the holders of more than
2,111,966 shares elect to receive cash, then there will be a pro rata reduction
so that Xxxxxx Xxx'x stockholders who elect to receive cash for some or all of
their shares will receive cash for some of their shares and keep the remainder
of their shares.
Xxxxxx Xxx is holding its annual meeting of stockholders on Tuesday, August
24, 1999 where Xxxxxx Xxx'x stockholders will have the right to vote upon, among
other things, the adoption of the Merger Agreement. Your clients will have the
opportunity to vote on matters presented at the meeting as they would in any
other duly called meeting of Xxxxxx Xxx'x stockholders. In order for your
clients to properly exercise their right to receive cash in the Merger, American
Stock Transfer & Trust Company must receive a properly completed Form of
Election no later than five business days before the meeting (the "Election
Date").
We are asking you to contact your clients for whom you hold shares of Common
Stock registered in your name (or in the name of your nominee). Please forward
the enclosed documents as promptly as possible. No fees or commissions will be
payable to brokers, dealers or other persons for soliciting Xxxxxx Xxx'x
stockholders to elect to receive cash in the Merger. Xxxxxx Xxx will, however,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to your clients. Back-up tax
withholding at a 31% rate may be required unless an exemption is proved or
unless the required taxpayer identification information is provided. See
Instruction G.7 in the accompanying Form of Election.
For your information and for forwarding to your clients, we are enclosing
the following documents:
(1) Letter dated July 30, 1999 from the Chairman of the Board and Chief
Executive Officer of Xxxxxx Xxx to the stockholders;
(2) Proxy Statement dated July 30, 1999;
(3) Form of Proxy for your use and for the information of your clients;
(4) Form of Election for your use and for the information of your clients;
and
(5) Form of letter to clients which may be sent to your clients for whose
accounts you hold shares of Common Stock registered in your name (or in
the name of your nominee), with space provided for obtaining such
clients' instructions with regard to their right to elect to receive cash
in the Merger.
As described in Instruction B, "Time in which to Make a Cash Election," of
the Form of Election, Xxxxxx Xxx'x stockholders may elect to receive cash in the
Merger without the concurrent delivery of stock certificates if such elections
are made pursuant to a Notice of Guaranteed Delivery by or though
a bank, a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer or government securities broker, a credit
union, a national securities exchange, registered securities association or
clearing agency or a savings association. Certificates for shares with respect
to which such an election is made (or confirmation of book-entry transfer) must
be received by the Exchange Agent within three trading days after the Election
Date.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY OR OF THE EXCHANGE AGENT OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON
THEIR BEHALF WITH RESPECT TO THE MERGER, OTHER THAN THE MATERIAL ENCLOSED
HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.
THE ACCEPTANCE AND DELIVERY OF ANY FORMS OF ELECTION BY OR TO THE EXCHANGE
AGENT (OR ANY OTHER AUTHORIZED PERSON) WILL NOT OF ITSELF CREATE ANY RIGHT TO
RECEIVE CASH IN EXCHANGE FOR THE SHARES OF COMMON STOCK LISTED ON THE FORM OF
ELECTION, AND SUCH RIGHT WILL ARISE ONLY IF THE MERGER IS CONSUMMATED AND ONLY
TO THE EXTENT PROVIDED IN THE MERGER AGREEMENT.
Additional copies of the enclosed materials may be obtained from the
Exchange Agent at the addresses and telephone numbers set forth on the Proxy
Statement. Any questions you may have with respect to your right to elect to
receive cash should be directed to the Exchange Agent, American Stock Transfer &
Trust Company, at (000) 000-0000.
Very truly yours,
THE XXXXXX XXX COMPANY, INC.
By: /s/ XXXX X. XXXXXXXXX
------------------------------------
Xxxx X. Xxxxxxxxx, Chairman of
the Board
and Chief Executive Officer
Enclosures
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