SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
WESTWOOD FINANCIAL CORPORATION
(Name of Issuer)
WESTWOOD FINANCIAL CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.10 per Share
(Title of Class of Securities)
961767 10 0
-------------------
(CUSIP Number of Class of Securities)
Joanne Miller
President
Westwood Financial Corporation
700-88 Broadway
Westwood, New Jersey 07675
(201) 666-5002
With Copies to:
Samuel J. Malizia, Esq.
Lloyd H. Spencer, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, DC 20005
(202) 434-4660
(Name, Address and Telephone Number
of Persons Authorized to Receive Notices and Communications
on Behalf of Person(s) filing Statement)
November 25, 1996
(Date tender offer first published, sent or given to security holders)
<PAGE>
CALCULATION OF FILING FEE
================================================================================
Amount of
Transaction Valuation* Filing Fee
================================================================================
$960,000 $192.00
================================================================================
* For purposes of calculating fee only. Based on the Offer for 64,000 shares at
the maximum tender offer price per share of $15.00.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
2
<PAGE>
This Issuer Tender Offer Statement (the "Statement") relates to the tender
offer by Westwood Financial Corporation, a New Jersey corporation (the
"Company"), to purchase up to 64,000 shares of common stock, par value $0.10 per
share (the "Shares"), at prices not greater than $15.00 nor less than $14.00 per
Share upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 25, 1996 (the "Offer to Purchase") and the related
Letter of Transmittal (which are herein collectively referred to as the
"Offer"). The Offer is being made to all holders of Shares, including officers,
directors and affiliates of the Company.
Item 1. Security and Issuer.
(a) The name of the issuer is Westwood Financial Corporation, a New Jersey
corporation. The address of its principal executive office is 700-88 Broadway,
Westwood, New Jersey 07675.
(b) The classes of securities to which this Statement relates are the
Shares. The information set forth in "INTRODUCTION" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "INTRODUCTION" and "Price Range of
Shares; Dividends" in the Offer to Purchase is incorporated herein by reference.
(d) This statement is being filed by the Issuer.
Item 2. Source and Amount of Funds or Other Consideration.
(a)-(b) The information set forth in "Source and Amount of Funds" in the
Offer to Purchase is incorporated herein by reference.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer.
(a)-(j) The information set forth in "INTRODUCTION", "Number of Shares;
Proration", "Background and Purpose of the Offer" and "Effects of the Offer on
the Market for Shares; Registration under the Exchange Act" in the Offer to
Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth in "Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning Shares" in the Offer to
Purchase is incorporated herein by reference.
3
<PAGE>
Item 5. Contracts, Arrangements, Understandings or Relationships With
Respect to the Issuer's Securities.
The information set forth in "INTRODUCTION", "Number of Shares; Proration",
"Background and Purpose of the Offer", "Effects of the Offer on the Market for
Shares; Registration under the Exchange Act" and "Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning Shares" in the
Offer to Purchase is incorporated herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
The information set forth in "Fees and Expenses" in the Offer to Purchase
is incorporated herein by reference.
Item 7. Financial Information.
The information set forth in "Certain Information Concerning the Company --
Selected Consolidated Financial Information" and "--Unaudited Pro Forma
Financial Information" in the
Offer to Purchase is incorporated herein by reference.
Item 8. Additional Information.
(a) Not applicable.
(b) The information set forth in "Miscellaneous" in the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth in "Effects of the Offer on the Market for
Shares; Registration Under the Exchange Act" in the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, is incorporated herein by reference in their entirety.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated November 25, 1996.
(a)(2) Form of Letter of Transmittal.
4
<PAGE>
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated November 25, 1996.
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated November 25, 1996.
(a)(5) Form of Notice of Guaranteed Delivery.
(a)(6) Form of Letter to Stockholders from the Chairman of the Board of
the Company dated November 25, 1996.
(a)(7) Form of press release issued by the Company dated November 25,
1996.
(a)(8) Form of question and answer brochure.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
5
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 25, 1996.
WESTWOOD FINANCIAL CORPORATION
By: /s/ Joanne Miller
------------------------------------
Name: Joanne Miller
Title: President
<PAGE>
INDEX OF EXHIBITS
(a)(1) Form of Offer to Purchase dated November 25, 1996.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated November 25, 1996.
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated November 25, 1996.
(a)(5) Form of Notice of Guaranteed Delivery.
(a)(6) Form of Letter to Stockholders from the Chairman of the Board of the
Company dated November 25, 1996.
(a)(7) Form of press release issued by the Company dated November 25, 1996.
(a)(8) Form of question and answer brochure.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
EXHIBIT (a)(1)
<PAGE>
WESTWOOD FINANCIAL CORPORATION
Offer To Purchase For Cash Up to 64,000 Shares of its
Common Stock at a Purchase Price not in excess of
$15.00 nor less than $14.00 Per Share
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON THURSDAY, DECEMBER 26, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
Westwood Financial Corporation, a New Jersey corporation (the "Company"),
invites its shareholders to tender shares of its common stock, $0.10 par value
per share (the "Shares"), at prices not in excess of $15.00 nor less than $14.00
per Share in cash, as specified by shareholders tendering their Shares, upon the
terms and subject to the conditions set forth herein and in the related Letter
of Transmittal (which together constitute the "Offer"). The Company will
determine the single per Share price, not in excess of $15.00 nor less than
$14.00 per Share, net to the seller in cash (the "Purchase Price"), that it will
pay for Shares validly tendered pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering shareholders.
The Company will select the lowest Purchase Price that will allow it to buy
64,000 Shares (or such lesser number of Shares as are validly tendered at prices
not in excess of $15.00 nor less than $14.00 per Share). All Shares validly
tendered at prices at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, upon the terms and subject to the conditions of
the Offer, including the proration provisions. All Shares acquired in the Offer
will be acquired at the Purchase Price.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
The Shares are quoted on the Nasdaq Small Cap Market ("Nasdaq/SC"). On
November 22, 1996, the last full trading day on the Nasdaq/SC prior to the
commencement of the Offer, the closing per Share sales price was $15.25.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE
SECTION 8.
Any shareholder wishing to tender all or any part of his or her Shares
should either (a) complete and sign a Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
either mail or deliver it with any required signature guarantee and any other
required documents to Registrar and Transfer Company (the "Depositary"), and
either mail or deliver the stock certificates for such Shares to the Depositary
(with all such other documents) or tender such Shares pursuant to the procedure
for book-entry delivery set forth in Section 3, or (b) request a broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder. Holders of Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender such Shares. Any shareholder who desires to tender Shares and
whose certificates for such Shares cannot be delivered to the Depositary or who
cannot comply with the procedure for book-entry delivery or whose other required
documents cannot be delivered to the Depositary, in any case, by the expiration
of the Offer must tender such Shares pursuant to the guaranteed delivery
procedure set forth in Section 3. SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER
OF TRANSMITTAL INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO
THE PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID TENDER
OF THEIR SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER,
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHICH PRICE OR PRICES.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to MacKenzie Partners, Inc. (the "Information Agent"),
at its address and telephone number set forth on the back cover of this Offer to
Purchase. Requests for additional copies of this Offer to Purchase, Letter of
Transmittal, or Notice of Guaranteed Delivery may also be directed to brokers,
dealers, commercial banks or trust companies.
The Date of this Offer to Purchase is November 25, 1996
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY
This general summary is solely for the convenience of the Company's
shareholders and is qualified in its entirety by reference to the full text and
more specific details in this Offer to Purchase.
<TABLE>
<CAPTION>
<S> <C>
Purchase Price............................... The Company will select a single Purchase Price
which will be not more than $15.00 nor less
than $14.00 per Share. All Shares purchased by
the Company will be purchased at the Purchase
Price even if tendered at or below the Purchase
Price. Each shareholder desiring to tender
Shares must specify in the Letter of Transmittal
the minimum price (not more than $15.00 nor
less than $14.00 per Share) at which such
shareholder is willing to have his or her Shares
purchased by the Company.
Number of Shares to be Purchased............. 64,000 Shares (or such lesser number of Shares
as are validly tendered).
How to Tender Shares:........................ See Section 3. Call the Information Agent or
consult your broker for assistance.
Brokerage Commissions........................ None.
Stock Transfer Tax........................... None, if payment is made to the registered holder.
Expiration and Proration Dates............... Thursday, December 26, 1996, at 5:00 P.M.,
Eastern time, unless extended by the Company.
Payment Date................................. As soon as practicable after the termination of
the Offer.
Position of the Company and its
Directors.................................. Neither the Company nor its Board of Directors
makes any recommendation to any shareholder
as to whether to tender or refrain from tendering
Shares. The Company has been advised that
none of its directors or executive officers intends
to tender any Shares pursuant to the Offer.
Withdrawal Rights............................ Tendered Shares may be withdrawn at any time
until 5:00 P.M., Eastern time, on Thursday,
December 26, 1996, unless the Offer is extended
by the Company, and, unless previously
purchased, after 12:00 Midnight, Eastern time,
on Thursday, January 23, 1997. See Section 4.
</TABLE>
2
- --------------------------------------------------------------------------------
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO A MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR
MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
--------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
SECTION PAGE
- ------- ----
INTRODUCTION......................................................................................................4
1. Number of Shares; Proration.......................................................................5
2. Background and Purpose of the Offer.............................................................. 6
3. Procedures for Tendering Shares...................................................................7
4. Withdrawal Rights................................................................................10
5. Purchase of Shares and Payment of Purchase Price.................................................10
6. Certain Conditions of the Offer..................................................................11
7. Extension of the Offer; Termination; Amendment...................................................13
8. Price Range of Shares; Dividends.................................................................14
9. Source and Amount of Funds.......................................................................14
10. Certain Information Concerning the Company.......................................................14
11. Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning Shares............................................................................22
12. Effects of the Offer on the Market for Shares; Registration under the
Exchange Act.................................................................................22
13. Certain Federal Income Tax Consequences..........................................................23
14. Fees and Expenses................................................................................25
15. Additional Information...........................................................................25
16. Miscellaneous....................................................................................26
</TABLE>
3
<PAGE>
To the Holders of Common Stock of Westwood Financial Corporation:
INTRODUCTION
Westwood Financial Corporation, a New Jersey corporation (the
"Company"), invites its shareholders to tender shares of its common stock, $0.10
par value per share (the "Shares"), at prices, net to the seller in cash, not in
excess of $15.00 nor less than $14.00 per Share, as specified by shareholders
tendering their Shares, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer"). The Company will determine the single per Share price, not in excess
of $15.00 nor less than $14.00 per Share (the "Purchase Price"), that it will
pay for Shares validly tendered pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering shareholders.
The Company will select the lowest Purchase Price that will allow it to buy
64,000 Shares (or such lesser number of Shares as are validly tendered). All
Shares acquired in the Offer will be acquired at the Purchase Price. All Shares
validly tendered at prices at or below the Purchase Price and not withdrawn will
be purchased at the Purchase Price, net to the seller in cash, upon the terms
and subject to the conditions of the Offer, including the proration provisions.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 64,000 Shares are validly tendered at or below
the Purchase Price and not withdrawn, the Company will buy Shares on a pro rata
basis from all shareholders who validly tender at prices at or below the
Purchase Price (and did not withdraw them prior to the expiration of the Offer).
See Section 1. All Shares not purchased pursuant to the Offer, including Shares
tendered at prices greater than the Purchase Price and not withdrawn and Shares
not purchased because of proration, will be returned at the Company's expense to
the shareholders who tendered such Shares.
The Purchase Price will be paid net to the tendering shareholder in
cash for all Shares purchased. Tendering shareholders will not be obligated to
pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Company.
HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE
LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX
WITHHOLDING. SEE SECTION 3 OF THIS OFFER TO PURCHASE AND INSTRUCTION 12 OF THE
LETTER OF TRANSMITTAL. The Company will pay all fees and expenses of Registrar
and Transfer Company (the "Depositary") and MacKenzie Partners, Inc. (the
"Information Agent") incurred in connection with the Offer. See Section 14.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHICH PRICE OR PRICES.
As of November 22, 1996, there were 646,672 Shares outstanding and
35,499 Shares issuable upon exercise of stock options under the Company's stock
option plans. The 64,000 Shares that the Company is offering to purchase
pursuant to the Offer represent approximately 10% of the outstanding Shares. The
Shares are quoted on the Nasdaq Small Cap Market ("Nasdaq/SC"), under the symbol
"WWFC". Shareholders are urged to obtain current market quotations for the
Shares. See Section 8.
4
<PAGE>
THE OFFER
1. Number of Shares; Proration.
Upon the terms and subject to the conditions of the Offer, the Company
will purchase up to 64,000 Shares or such lesser number of Shares as are validly
tendered (and not withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at prices not in excess of $15.00 nor less
than $14.00 net per Share in cash. The term "Expiration Date" means 5:00 p.m.,
Eastern time, on Thursday, December 26, 1996, unless and until the Company, in
its sole discretion, shall have extended the period of time during which the
Offer will remain open, in which event the term "Expiration Date" shall refer to
the latest time and date at which the Offer, as so extended by the Company,
shall expire. In the event of an oversubscription of the Offer as described
below, Shares tendered at or below the Purchase Price prior to the Expiration
Date will be subject to proration. The proration period also expires on the
Expiration Date.
The Company will, upon the terms and subject to the conditions of the
Offer, determine the Purchase Price (not greater than $15.00 nor less than
$14.00 per Share) that it will pay for Shares validly tendered pursuant to the
Offer taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select a single per Share
Purchase Price that will allow it to buy 64,000 Shares (or such lesser number as
are validly tendered at prices not greater than $15.00 nor less than $14.00 per
Share) pursuant to the Offer. The Company reserves the right, in its sole
discretion, to purchase more than 64,000 Shares pursuant to the Offer.
If (i) the Company increases or decreases the price to be paid for
Shares, increases the number of Shares being sought and any such increase in the
number of Shares being sought exceeds 2% of the outstanding Shares, decreases
the number of Shares being sought, or incurs dealer manager soliciting fees and
(ii) the Offer is scheduled to expire less than ten business days from and
including the date that notice of such increase or decrease is first published,
sent or given in the manner specified in Section 7, the Offer will be extended
for at least ten business days from and including the date of such notice. For
purposes of the Offer, a "business day" means any day other than Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, Eastern time.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal,
shareholders desiring to tender Shares must specify the price, not in excess of
$15.00 nor less than $14.00 per Share, at which they are willing to sell their
Shares to the Company. Shares validly tendered pursuant to the Offer at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
subject to the terms and conditions of the Offer, including the proration
provisions. All Shares tendered and not purchased pursuant to the Offer,
including Shares tendered at prices in excess of the Purchase Price and Shares
not purchased because of proration will be returned to the tendering
shareholders at the Company's expense as promptly as practicable following the
Expiration Date.
In the event that proration of tendered Shares is required, the Company
will determine the proration factor as soon as practicable following the
Expiration Date. Proration for each shareholder tendering Shares shall be based
on the ratio of the number of Shares tendered by such shareholder to the total
number of Shares tendered by all shareholders at or below the Purchase Price.
Because of the difficulty in determining the number of Shares validly tendered
(including Shares tendered by guaranteed delivery procedures, as described in
Section 3) and not withdrawn, the Company does not expect that it will be able
to announce the final proration factor or to commence payment for any Shares
purchased pursuant to the Offer until approximately seven over-the-counter
("OTC") trading days after the Expiration Date. The preliminary results of any
proration will be announced by press release as promptly as practicable after
the Expiration Date. Shareholders may obtain such preliminary information from
the Information Agent and may be able to obtain such information from their
brokers.
5
<PAGE>
This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's shareholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. Background and Purpose of the Offer.
The Offer is designed to reposition the Company's balance sheet to
increase return on equity and earnings per share by redeploying a portion of the
Company's equity capital. Following completion of the Offer, the Company and its
wholly owned subsidiary, Westwood Savings Bank (the "Bank"), will continue to
have strong capital positions and will continue to qualify as "well capitalized"
institutions under the prompt corrective action scheme enacted by the Federal
Deposit Insurance Corporation Improvements Act of 1991. On a pro forma basis as
of September 30, 1996, giving effect to the Offer at the maximum Purchase Price
of $15.00 per Share and assuming acceptance of the maximum number of Shares in
the Offer, the Company would have had an equity to assets ratio of 9.22%, and
the Bank would have had a total risk-based capital ratio of approximately 15.97%
and a leverage ratio of approximately 6.31%.
The Offer will enable shareholders to sell a portion of their Shares
while retaining a continuing equity interest in the Company if they so desire.
The Offer may provide shareholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $15.00 nor less than $14.00 per Share) at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell those Shares for cash without the usual transaction costs associated
with open-market sales. To the extent the purchase of Shares in the Offer
results in a reduction in the number of shareholders of record, the costs of the
Company for services to shareholders may be reduced. For shareholders who do not
tender, there is no assurance that the price of the stock will not trade below
the price currently being offered by the Company pursuant to the Offer. For
shareholders who do tender, the trading price of stock may increase as a result
of the Offer or an unexpected acquisition at a premium could occur in the
future. Finally, the Offer may effect the Company's ability to qualify for
pooling-of-interests accounting treatment for any acquisition transaction for
approximately the next two years.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE
PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED.
Following completion of the Offer, the Company may repurchase
additional Shares in the open market, in privately negotiated transactions or
otherwise. Any such purchases may be on the same terms or on terms which are
more or less favorable to shareholders than the terms of the Offer. Rule 13e-4
under the Securities Exchange Act of 1934, as amended ("Exchange Act") prohibits
the Company and its affiliates from purchasing any Shares, other than pursuant
to the Offer, until at least ten business days after the Expiration Date. Any
possible future purchases by the Company will depend on many factors, including
the market price of the Shares, the results of the Offer, the Company's business
and financial position and general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be held in the
Company's treasury and will be available for the Company to issue without
further shareholder action (except as required by applicable law or the rules of
the Nasdaq/SC). Such Shares could be issued without shareholder approval for
such purposes as, among others, the acquisition of other businesses or the
raising of additional capital for use in the Company's business.
6
<PAGE>
3. Procedures for Tendering Shares.
Valid Tender of Shares. For Shares to be validly tendered pursuant to
the Offer, (a) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry delivery set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature guarantees
and any other documents required by the Letter of Transmittal, must be received
prior to 5:00 p.m., Eastern time, on the Expiration Date by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase or
(b) the tendering shareholder must comply with the guaranteed delivery procedure
set forth below.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL,
SHAREHOLDERS DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY
INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF
$.0625) AT WHICH THEIR SHARES ARE BEING TENDERED. SHAREHOLDERS WHO DESIRE TO
TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF
TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED, PROVIDED THAT THE SAME
SHARES CANNOT BE TENDERED (UNLESS VALIDLY WITHDRAWN PREVIOUSLY IN ACCORDANCE
WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER
SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON
EACH LETTER OF TRANSMITTAL.
Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal (i) if the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this Section
3, shall include any participant in The Depository Trust Company or The
Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer
Facilities") whose name appears on a security position listing as the owner of
the Shares) tendered therewith and such holder has not completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal; or (ii) if Shares are tendered for
the account of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office, branch or agency in the United States.
In all other cases, all signatures on the Letter of Transmittal must be
guaranteed by an eligible guarantor institution (bank, stockbroker, savings and
loan association or credit union with membership in an approved signature
guarantee medallion program) pursuant to Rule 17Ad-15 promulgated under the
Exchange Act (an "Eligible Institution"). See Instruction 1 of the Letter of
Transmittal. If a certificate for Shares is registered in the name of a person
other than the person executing a Letter of Transmittal, or if payment is to be
made, or Shares not purchased or tendered are to be issued, to a person other
than the registered holder, the certificate must be endorsed or accompanied by
an appropriate stock power, in either case, signed exactly as the name of the
registered holder appears on the certificate, with the signature on the
certificate or stock power guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares (or a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities as described above), a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) and any other
documents required by the Letter of Transmittal. The method of delivery of all
documents, including certificates for Shares, the Letter of Transmittal and any
other required documents, is at the election and risk of the tendering
shareholder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended.
Book-Entry Delivery. The Depositary will establish an account with
respect to the Shares for purposes of the Offer at each Book-Entry Transfer
Facility within two business days after the date of this Offer to Purchase,
7
<PAGE>
and any financial institution that is a participant in a Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
facility to transfer Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedures for transfer. Although delivery of
Shares may be effected through a book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility, either (i) a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantees and any other required documents must, in
any case, be transmitted to and received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date, or (ii) the guaranteed delivery procedure described below must
be followed. Delivery of the Letter of Transmittal and any other required
documents to a book-entry transfer facility does not constitute delivery to the
Depositary.
Backup Federal Income Tax Withholding. To prevent backup federal income
tax withholding on payments made to shareholders for Shares purchased pursuant
to the Offer, each shareholder who does not otherwise establish an exemption
from such withholding must provide the Depositary with the shareholder's correct
taxpayer identification number and provide certain other information by
completing the substitute Form W-9 included in the Letter of Transmittal.
Foreign shareholders may be required to submit Form W-8, certifying non-United
States status, to avoid backup withholding. See Instructions 12 and 13 of the
Letter of Transmittal. For a discussion of certain federal income tax
consequences to tendering shareholders, see Section 13.
Withholding For Foreign Shareholders. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
shareholder or his agent unless the Depositary determines that an exemption from
or a reduced rate of withholding is available pursuant to a tax treaty or an
exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business in the United
States. In order to obtain an exemption from or a reduced rate of withholding
pursuant to a tax treaty, a foreign shareholder must deliver to the Depositary a
properly completed Form 1001 (or any related successor form). For this purpose,
a foreign shareholder is a shareholder that is not (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, any State or any political
subdivision thereof or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of the source of such
income. In order to obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business within the United States, a foreign shareholder
must deliver to the Depositary a properly completed Form 4224 (or any related
successor form). The Depositary will determine a shareholder's status as a
foreign shareholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., Form 1001 or Form 4224) unless facts and circumstances indicate that such
reliance is not warranted. A foreign shareholder who has not previously
submitted the appropriate certificates or statements with respect to a reduced
rate of, or exemption from, withholding for which such shareholder may be
eligible should consider doing so in order to avoid excess withholding. A
foreign shareholder may be eligible to obtain a refund of tax withheld if such
shareholder meets one of the three tests for sale treatment described in Section
13 or is otherwise able to establish that no tax or a reduced amount of tax is
due. Backup withholding generally will not apply to amounts subject to the 30%
or treaty-reduced rate of withholding.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant
to the Offer and such shareholder's Share certificates are not immediately
available (or the procedures for book-entry delivery cannot be completed on a
timely basis) or if time will not permit all required documents to reach the
Depositary prior to the Expiration Date, such Shares may nevertheless be
tendered, provided that all of the following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, telegram or facsimile
transmission, on or prior to the Expiration Date, a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form
8
<PAGE>
the Company has provided with this Offer to Purchase (specifying the price at
which the Shares are being tendered), including (where required) a signature
guarantee by an Eligible Institution; and
(c) the certificates for all tendered Shares, in proper form for
transfer (or confirmation of book-entry delivery of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), together
with a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) and any required signature guarantees or other
documents required by the Letter of Transmittal, are received by the Depositary
within three OTC trading days after the date of receipt by the Depositary of
such Notice of Guaranteed Delivery.
If any tendered Shares are not purchased, or if less than all Shares
evidenced by a shareholder's certificates are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry delivery at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering shareholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such shareholder.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
will be determined by the Company, in its sole discretion, and its determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of any Shares that it determines are not in
appropriate form or the acceptance for payment of or payment for which may be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in any tender with respect
to any particular Shares. No tender of Shares will be deemed to have been
validly made until all defects or irregularities have been cured by the
tendering shareholder or waived by the Company. None of the Company, the
Depositary, the Information Agent or any other person shall be obligated to give
notice of any defects or irregularities in tenders, nor shall any of them incur
any liability for failure to give any such notice.
Tendering Shareholder's Representation and Warranty; Company's
Acceptance Constitutes an Agreement. A tender of Shares pursuant to any of the
procedures described above will constitute the tendering shareholder's
acceptance of the terms and conditions of the Offer, as well as the tendering
shareholder's representation and warranty to the Company that (a) such
shareholder has a net long position in the Shares being tendered within the
meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and
(b) the tender of such Shares complies with Rule 14e-4. It is a violation of
Rule 14e-4 for a person, directly or indirectly, to tender Shares for such
person's own account unless, at the time of tender and at the end of the
proration period, the person so tendering (i) has a net long position equal to
or greater than the amount of (x) Shares tendered or (y) other securities
convertible into or exchangeable or exercisable for the Shares tendered and will
acquire such Shares for tender by conversion, exchange or exercise and (ii) will
cause such Shares to be delivered in accordance with the terms of the Offer.
Rule 14e-4 provides a similar restriction applicable to the tender or guarantee
of a tender on behalf of another person. The Company's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering shareholder and the Company upon the terms and subject to
the conditions of the Offer.
9
<PAGE>
4. Withdrawal Rights.
Except as otherwise provided in this Section 4, the tender of Shares
pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company pursuant to the Offer, may also be withdrawn
at any time after 12:00 midnight, Eastern time, on Thursday, January 23, 1997.
For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic or facsimile transmission form and must be received in a
timely manner by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase. Any such notice of withdrawal must specify the
name of the tendering shareholder, the name of the registered holder, if
different, the number of Shares tendered and the number of Shares to be
withdrawn. If the certificates for Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the release of such
certificates, the tendering shareholder must also submit the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry delivery
set forth in Section 3, the notice of withdrawal also must specify the name and
the number of the account at the applicable Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the procedures of
such facility. None of the Company, the Depositary, the Information Agent or any
other person shall be obligated to give notice of any defects or irregularities
in any notice of withdrawal nor shall any of them incur liability for failure to
give any such notice. All questions as to the form and validity (including time
of receipt) of notices of withdrawal will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
Withdrawals may not be rescinded and any Shares withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered prior to the Expiration Date by again
following one of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares
or is unable to purchase Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Depositary may,
subject to applicable law, retain tendered Shares on behalf of the Company, and
such Shares may not be withdrawn except to the extent tendering shareholders are
entitled to withdrawal rights as described in this Section 4.
5. Purchase of Shares and Payment of Purchase Price.
Upon the terms and subject to the conditions of the Offer, the Company
will determine the Purchase Price it will pay for the Shares validly tendered
and not withdrawn prior to the Expiration Date, taking into account the number
of Shares so tendered and the prices specified by tendering shareholders, and
will accept for payment and pay for (and thereby purchase) Shares validly
tendered at prices at or below the Purchase Price as promptly as practicable
following the Expiration Date. For purposes of the Offer, the Company will be
deemed to have accepted (and therefor purchased) Shares which are tendered at or
below the Purchase Price and not withdrawn (subject to the proration provisions
of the Offer) when, as and if it gives oral or written notice to the Depositary
of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date the Company will accept for payment and pay a
single per Share Purchase Price for 64,000 Shares (subject to increase or
decrease as provided in Section 7) or such lesser number of Shares as are
validly tendered at prices not in excess of $15.00 or less than $14.00 per Share
and not withdrawn as permitted in Section 4.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering shareholders.
10
<PAGE>
In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date; however, the Company does not expect to
be able to announce the final results of any proration and commence payment for
Shares purchased until approximately seven OTC trading days after the Expiration
Date. Certificates for all Shares tendered and not purchased, including all
Shares tendered at prices in excess of the Purchase Price and Shares not
purchased due to proration, will be returned (or, in the case of Shares tendered
by book-entry delivery, such Shares will be credited to the account maintained
with the Book-Entry Transfer Facility by the participant therein who so
delivered such Shares) to the tendering shareholder as promptly as practicable
after the Expiration Date without expense to the tendering shareholders. Under
no circumstances will interest on the Purchase Price be paid by the Company by
reason of any delay in making payment.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) if unpurchased Shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or such other person), payable on account of the transfer to
such person will be deducted from the Purchase Price unless evidence
satisfactory to the Company of the payment of the stock transfer taxes, or
exemption therefrom, is submitted. See Instruction 7 of the Letter of
Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY,
SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER
OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING.
SEE SECTION 3 OF THIS OFFER TO PURCHASE AND INSTRUCTION 12 OF THE LETTER OF
TRANSMITTAL. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR
FOREIGN SHAREHOLDERS.
6. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act (see Section 7), if at any time on or after November 25,
1996 and prior to the time of payment for any such Shares any of the following
events shall have occurred (or shall have been determined by the Company to have
occurred) which, in the Company's reasonable judgment in any such case and
regardless of the circumstances giving rise thereto (including any action or
omission to act by the Company), makes it inadvisable to proceed with the Offer
or with such acceptance for payment or payment:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or administrative
agency or authority or tribunal or any other person, domestic or foreign, or
before any court or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which: (1) challenges the making of the
Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in
any manner to the Offer or (2) in the Company's reasonable judgment, could
materially affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a whole,
or otherwise materially impair in any way the contemplated future conduct of the
business of the Company or any of its subsidiaries or materially impair the
Offer's contemplated benefits to the Company; or
(b) there shall have been any claim, action or proceeding threatened,
pending or taken, or any consent, license, authorization, permit or approval
withheld, or any law, statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, enforced or deemed
to be applicable to the Offer or the Company, by or before any court or any
government or governmental, regulatory or administrative agency or authority
(federal, state, local or foreign) or tribunal, domestic or foreign, which, in
the reasonable
11
<PAGE>
judgment of the Company, could or might directly or indirectly (i) make the
acceptance for payment of, or payment for, some or all of the Shares illegal or
otherwise restrict or prohibit the consummation of the Offer, (ii) delay or
restrict the ability of the Company, or render the Company unable, to accept for
payment or pay for some or all of the Shares, (iii) materially affect the
business, condition (financial or other), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, or otherwise materially impair
in any way the contemplated future conduct of the business of the Company or any
of its subsidiaries, or (iv) materially impair the contemplated benefits of the
Offer to the Company; or
(c) there shall have occurred any of the following events: (i) the
commencement of any state of war, international crisis or national emergency;
(ii) the declaration of any banking moratorium or suspension of payments by
banks in the United States or any limitation on the extension of credit by
lending institutions in the United States; (iii) any general suspension of
trading or limitation of prices for securities on any securities exchange or in
the over-the-counter market in the United States; (iv) any significant adverse
change in the market price of the Shares or any change in the general political,
market, economic or financial conditions in the United States or abroad that
could have a material adverse effect upon the trading of the Shares; (v) in the
case of any of the foregoing existing at the time of the commencement of the
Offer, in the reasonable judgment of the Company, a material acceleration or
worsening effect thereof; or (vi) any decline in either the Dow Jones Industrial
Average or the Standard and Poor's Index of 500 Industrial Companies by an
amount in excess of 10% measured from the close of business on November 22,
1996; or
(d) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger or acquisition proposal for the
Company, shall have been proposed, announced or made by another person or shall
have been publicly disclosed, or the Company shall have learned that any person
or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), shall
have acquired or proposed to acquire beneficial ownership of more than five
percent of the outstanding Shares, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding Shares; or
(e) there shall have occurred any event which, in the reasonable
judgment of the Company, has resulted in an actual or threatened material
adverse change in the business, financial condition, assets, income, operations,
prospects or stock ownership of the Company or which may adversely affect the
value of the Shares; and, in the reasonable judgment of the Company, such event
makes it inadvisable to proceed with the Offer or with acceptance for payment of
or payment for any Shares; or
(f) the purchase of Shares pursuant to the Offer would result in there
being less than 300 shareholders of record of the Shares or would result in the
Shares being delisted from the Nasdaq/SC.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and may be
waived by the Company, in whole or in part, at any time and from time to time in
its sole discretion. The Company's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Company concerning the events
described above will be final and binding on all parties.
12
<PAGE>
7. Extension of the Offer; Termination; Amendment.
The Company expressly reserves the right, in its sole discretion, at
any time and from time to time, and regardless of whether or not any of the
events set forth in Section 6 shall have occurred or been determined by the
Company to have occurred, (a) to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and making a public announcement thereof no later than 9:00 a.m.,
Eastern time, on the next business day after the previously scheduled Expiration
Date, and (b) to amend the Offer in any respect (including, without limitation,
by increasing or decreasing the range of prices it may pay for Shares or the
number of Shares being sought in the Offer) by giving oral or written notice of
such amendment to the Depositary and, as promptly as practicable thereafter,
making a public announcement thereof. If (i) the Company increases or decreases
the price to be paid for Shares, the number of Shares being sought in the Offer
or incurs dealer manager soliciting fees and, in the event of an increase in the
number of Shares being sought, such increase exceeds two percent of the
outstanding Shares and (ii) the Offer is scheduled to expire at any time earlier
than the expiration of a period ending on the tenth business day from, and
including, the date that such notice of an increase or decrease is first
published, sent or given in the manner specified in this Section 7, the Offer
will, at least, be extended until the expiration of such period of ten business
days. The Company also expressly reserves the right, in its sole and absolute
discretion, to terminate the Offer and not to accept for payment or pay for
Shares upon the occurrence of any of the conditions specified in Section 6 by
giving oral or written notice of such termination to the Depositary and as,
promptly as practicable thereafter, making a public announcement thereof.
Without limiting the manner in which the Company may choose to make a public
announcement, except as required by applicable law (including Rule 13e-4(e)(2)
under the Exchange Act), the Company shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service. The rights reserved by the
Company in this paragraph are in addition to the Company's rights under Section
6. Payment for Shares accepted for payment pursuant to the Offer may be delayed
in the event of proration due to the difficulty of determining the number of
validly tendered Shares. See Sections 1 and 5.
13
<PAGE>
8. Price Range of Shares; Dividends.
The Shares are traded over-the-counter and quoted on the Nasdaq/SC. The
following table sets forth, for the periods indicated, the high and low sales
prices per Share as published by the Nasdaq statistical report and the cash
dividends paid per Share in each such fiscal quarter. The Company was organized
in December 1995 and its common stock began trading on Nasdaq/SC on June 7,
1996. See Section 10.
<TABLE>
<CAPTION>
Dividends
Paid
Fiscal Year High Low Per Share
- ----------- ---- --- ---------
1996:
<S> <C> <C> <C>
1st Quarter............................................... 11 10 1/4 $0.05
2nd Quarter............................................... 13 1/4 10 1/4 0.05
3rd Quarter (through November 22, 1996). ................. 15 1/4 13 3/8 -
</TABLE>
On November 22, 1996, the last full trading day prior to the commencement
of the Offer, the closing per Share sales price as reported on the Nasdaq/SC was
$15.25. Shareholders are urged to obtain current market quotations for the
Shares.
9. Source and Amount of Funds.
Assuming that the Company purchases 64,000 Shares pursuant to the Offer at
a price of $15.00 per Share, the cost to the Company (including all fees and
expenses relating to the Offer), is estimated to be approximately $990,000. The
Company plans to obtain the funds needed for the Offer from cash on hand.
10. Certain Information Concerning the Company.
General
The Company is a New Jersey stock corporation organized in December 1995 to
facilitate the conversion of the Bank's holding company (formerly Bergen North
Financial, M.H.C.) from the mutual to stock form of ownership and to acquire and
hold all of the capital stock of the Bank (the "Conversion"). In connection with
the conversion, Bergen North Financial, M.H.C., which had owned 58% of the
Bank's common stock, was merged with and into the Bank, and its shares of the
Bank were canceled. On June 6, 1996, the Company issued 261,488 shares of its
common stock for all of the remaining outstanding shares of the Bank, and issued
and sold 385,255 shares of its common stock at a price of $10.00 per share.
The Bank is primarily engaged in the business of attracting deposits from
the general public and using those deposits, together with other funds, to
originate mortgage loans for the purchase or refinance of residential properties
and to purchase mortgage-backed securities. To a lesser extent, the Bank also
originates home equity, home improvement and other consumer loans.
The business of the Bank is conducted through its main office in Westwood,
New Jersey and one branch office in Haworth, New Jersey.
14
<PAGE>
The Bank is subject to examination by the New Jersey Department of
Banking and the Federal Deposit Insurance Corporation. The Company, as a bank
holding company, is subject to examination by the Board of Governors of the
Federal Reserve System.
Selected Consolidated Financial Information
Set forth below is certain selected consolidated financial information
with respect to the Company, excerpted or derived from the audited financial
statements contained in the Company's Annual Report on Form 10-K for the year
ended March 31, 1996 and from the unaudited financial statements contained in
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996. The selected information below is qualified in its entirety by reference
to such Reports (which may be inspected or obtained at the offices of the
Commission in the manner set forth below) and the financial information and
related notes contained therein.
15
<PAGE>
Westwood Financial Corporation
Summary Historical Financial Information
<TABLE>
<CAPTION>
At March 31, At September 30,
-------------------------------------------------------------------------------------------
1995 1996 1995 1996 (1)
-------------------------------------------------------------------------------------------
(Dollars In Thousands)
Selected Financial Condition
and Other Data
<S> <C> <C> <C> <C>
Assets.............................. $ 75,497 $ 86,564 $ 82,014 $ 93,648
Loans Receivable, net............... 32,205 34,504 32,683 38,486
Mortgage-backed securities, net..... 12,995 13,281 13,439 19,587
Investment securities held to
maturity........................... 18,638 25,741 22,493 26,156
Securities available for sale....... 3,406 4,422 3,937 937
Deposits............................ 69,822 80,355 76,041 83,425
Stockholders' equity................ 5,543 6,127 5,907 9,546
</TABLE>
<TABLE>
<CAPTION>
Year Ended March 31, Six Months Ended September 30,
-------------------------------------------------------------------------------------------
1995 1996 1995 1996 (1)
-------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest income..................... $ 4,535 $ 5,566 $ 2,706 $ 3,061
Interest expense.................... 2,299 3,314 1,600 1,716
------ ------ ------ ------
Net interest income................. 2,236 2,253 1,106 1,345
Provision for loan losses........... 39 36 27 40
Non-interest income................. 87 108 54 65
Non-interest expenses............... 1,452 1,476 721 1,320
Income taxes........................ 282 297 150 31
------ ------ ------ ------
Net income .................... $ 550 $ 552 $ 262 $ 19
====== ====== ====== =====
Net income per share................ $ 1.45 $ 1.45 $ NM $ 0.03
====== ====== ====== ======
Dividends per share................. $ 0.40 $ 0.20 $ 0.20 $ 0.10
====== ====== ====== ======
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
At or For Year Ended At or For Six Months Ended
March 31, September 30,
-------------------------------------------------------------------------------------------
1995 1996 1995 1996 (1)
-------------------------------------------------------------------------------------------
Selected financial ratios:
<S> <C> <C> <C> <C>
Return on average assets............ 0.80% 0.68% 0.66% 0.04%
Return on average equity............ 10.10 9.46 9.19 0.47
Dividend payout ratio............... 11.6 5.8 12.2 342.1
Stockholders' equity/total assets... 7.3 7.1 7.1 10.2
Allowance for loan losses/loans
receivable.......................... 0.4 0.5 0.5 0.5
</TABLE>
- ------------------
(1) The Federal Deposit Insurance Corporation has imposed a special
assessment on the Savings Association Insurance Fund members based on
deposits as of March 31, 1995. The Bank paid an assessment of $454,000
on November 27, 1996, which was required to be accrued and expensed for
the quarter ended September 30, 1996.
17
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information of the Company
for the six months ended September 30, 1996 shows the effects of the purchase of
64,000 Shares pursuant to the Offer. The income statement data give effect to
the purchase of Shares pursuant to the Offer as if it had occurred at June 6,
1996 (the date of the Conversion). The balance sheet data give effect to the
purchase of Shares pursuant to the Offer as if it had occurred as of the date of
the balance sheet. The pro forma financial information should be read in
conjunction with the audited financial statements and related notes contained in
the Company's Annual Report on Form 10-K for the year ended March 31, 1996 and
the unaudited financial statements contained in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996. The pro forma financial
information does not purport to be indicative of the results that would actually
have been attained had the purchases of the Shares been completed at the dates
indicated or that may be attained in the future.
18
<PAGE>
Westwood Financial Corporation
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Six Months Ended September 30, 1996
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Shares Purchased at
-----------------------------
$15.00 $14.00
per Share per Share
--------- ---------
<S> <C> <C>
Interest income.................................................................. $ 3,041 $ 3,042
Interest expense (3)............................................................. 1,716 1,716
------ ------
Net interest income......................................................... 1,325 1,326
Provision for loan losses........................................................ 40 40
------ -------
Net interest income after provision for loan losses......................... 1,285 1,286
Non interest income.............................................................. 65 65
Non interest expenses............................................................ 1,320 1,320
------ -------
Income before income taxes....................................................... 30 31
Income taxes (3)................................................................. 24 24
------ ------
Net income.................................................................. $ 6 $ 7
===== =====
Net income per share........................................................ $ 0.01 $ 0.02
====== =====
Weighted average shares outstanding (2).......................................... 409,779 409,779
</TABLE>
See Notes to Unaudited Proforma Financial Information on page 21
19
<PAGE>
Westwood Financial Corporation
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(In thousands, except per share data)
<TABLE>
<CAPTION>
Shares Purchased at
-----------------------------
$15.00 $14.00
per Share per Share
--------- ---------
ASSETS
<S> <C> <C>
Cash and cash equivalents...................................................... $ 4,070 $ 4,135
Investment securities held to maturity....................................... 26,156 26,156
Mortgage backed securities held to maturity ................................... 19,587 19,587
Securities available for sale.................................................. 937 937
Loans receivable, net.......................................................... 38,486 38,486
Other assets................................................................... 3,402 3,402
------- -------
Total assets................................................................ $ 92,638 $ 92,703
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
- -----------
Deposits....................................................................... $ 83,425 $ 83,425
Borrowings (3)................................................................. -- --
Other liabilities.............................................................. 670 670
------ --------
Total liabilities........................................................... 84,095 84,095
-------- ---------
Stockholders' equity
- --------------------
Common stock................................................................... 65 65
Paid in capital................................................................ 3,264 3,264
Retained earnings.............................................................. 6,285 6,286
Unrealized loss on securities available for sale............................... (81) (81)
Treasury stock (1)(2)(4)....................................................... (990) (926)
-------- -------
Total stockholders' equity.................................................. 8,543 8,608
-------- -------
Total liabilities and stockholders' equity.................................. $ 92,638 $ 92,703
======= =======
Stockholders' equity/total assets............................................. 9.22% 9.29%
====== ======
Book value per common share $ 14.66 $ 14.77
====== ======
</TABLE>
See Notes to Unaudited Proforma Financial Information on page 21
20
<PAGE>
Westwood Financial Corporation
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(1) The proforma financial information reflects the repurchase of 64,000 Shares
of stock at $15.00 and $14.00 per Share, as appropriate.
(2) The balance sheet data give effect to the purchase of Shares as of the
balance sheet date. The income statement data give effect to the purchase
of Shares on June 6, 1996 (the date of the Conversion).
(3) The funds used to purchase Shares were considered to have been obtained
from cash and cash equivalents. The proforma data assumes a rate of
interest of 6.45% and a tax rate of 37%. The income statement data reflects
the decrease in investment income as if cash was used to purchase the
common stock on June 6, 1996 (the date of the Conversion).
(4) Effect has been given to costs to be incurred in connection with the Offer,
which are estimated to be $30,000. Such costs will be capitalized as part
of the costs of the stock purchased.
21
<PAGE>
11. Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning Shares.
As of November 22, 1996, the Company's directors and executive officers
as a group beneficially owned (including pursuant to options) an aggregate of
123,308 Shares (approximately 18.6% of the outstanding Shares including Shares
issuable upon the exercise of options held by executive officers). Such
ownership includes 17,530 Shares as of November 22, 1996 subject to stock
options which are held by executive officers.
Neither the Company, nor any subsidiary of the Company nor, to the best
of the Company's knowledge, any of the Company's directors or executive
officers, nor any affiliates of any of the foregoing, had any transactions
involving the Shares during the 40 business days prior to the date hereof.
Except for outstanding options to purchase Shares granted from time to
time over recent years to certain employees (including executive officers) and
directors of the Company pursuant to the Company's stock option plans and except
as otherwise described herein, neither the Company nor, to the best of the
Company's knowledge, any of its directors or executive officers, is a party to
any contract, arrangement, understanding or relationship with any other person
relating, directly or indirectly, to the Offer including, but not limited to,
any contract, arrangement, understanding or relationship concerning the transfer
or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or the
giving or withholding of proxies, consents or authorizations.
The officers and directors have advised the Company that they do not
intend to tender any Shares pursuant to the Offer. If the Company purchases
64,000 Shares pursuant to the Offer, then after the purchase of Shares pursuant
to the Offer, the percentage of Shares outstanding held by executive officers
and directors would be 20.5% of the outstanding Shares immediately after the
Offer (including Shares issuable upon exercise of options held by executive
officers).
12. Effects of the Offer on the Market for Shares; Registration
under the Exchange Act.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of shareholders. Nonetheless, the Company anticipates that there will be
a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the Nasdaq/SC, the Company does not believe
that its purchase of Shares pursuant to the Offer will cause the Company's
remaining Shares to be delisted from the Nasdaq/SC.
The Shares are not currently "margin securities" under the rules of the
Federal Reserve Board. The Company believes that, following the purchase of
Shares pursuant to the Offer, the Shares will continue to not be "margin
securities" for purposes of the Federal Reserve Board's margin regulations.
The Bank Holding Company Act and the Change in Bank Control Act each
set forth thresholds with respect to the ownership of voting shares of a bank
holding company of 5% to 10%, respectively, over which the owner of such voting
shares may be determined to control such bank holding company. If, as a result
of the Offer, the ownership interest of any shareholder in the Company is
increased over these thresholds, such shareholder may be required to reduce its
ownership interest in the Company or file a notice with regulators. Each
shareholder whose ownership interest may be so increased is urged to consult the
shareholder's own legal counsel with respect to the consequences to the
shareholder of the Offer.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
22
<PAGE>
13. Certain Federal Income Tax Consequences
General. The federal income tax discussion set forth below summarizes
the principal federal income tax consequences to domestic shareholders of sales
of stock pursuant to the Offer and is included for general information only. The
discussion does not address all aspects of federal income taxation that may be
relevant to a particular shareholder nor any relevant foreign, state, local or
other tax laws. Certain shareholders (including, but not limited to, insurance
companies, tax-exempt entities, foreign persons, financial institutions, broker
dealers, employee benefit plans, personal holding companies and persons who
acquired their Shares upon the exercise of employee stock options or as
compensation) may be subject to special rules not discussed below. The
discussion is based on laws, regulations, rulings and court decisions currently
in effect as of the date of this Offer to Purchase, all of which are subject to
change. The Company intends that, under the terms of the Offer, sales of Shares
will be completed in 1996 and shareholders will receive payment for purchased
Shares in 1996. In that event, shareholders will report the sale of Shares
pursuant to the Offer in 1996 for tax purposes. In the event that sales are not
completed this year and/or shareholders receive payments for Shares in 1997,
shareholders may be required to report the sale of Shares pursuant to the Offer
in 1997 for tax purposes. The Company has neither requested nor obtained a
written opinion of counsel or a ruling from the Internal Revenue Service (the
"Service") with respect to the tax matters discussed herein. Prior to tendering
any Shares pursuant to the Offer, each shareholder is strongly advised to
consult with their own tax advisor as to the particular tax consequences of the
Offer to such shareholder, including the application of foreign, state, local,
or other tax laws.
In general, a sale of Shares pursuant to the Offer will be a taxable
transaction for federal income tax purposes. Such sale will constitute a
"redemption" within the meaning of Section 317 of the Internal Revenue Code of
1986, as amended (the "Code"). Each tendering shareholder will recognize either
gain or loss from a sale of Shares or dividend income, depending upon the
application of Section 302 of the Code to the shareholder's particular facts and
circumstances. If the redemption qualifies as a sale of Shares under Section
302, the cash received pursuant to the Offer will be treated as a distribution
from the Company in part or full payment in exchange for the Shares surrendered
("Sale Treatment"). Sale Treatment will result in the shareholder's recognizing
gain or loss equal to the difference between (i) the cash received pursuant to
the Offer and (ii) the shareholder's tax basis in the Shares surrendered. If the
redemption does not qualify for Sale Treatment, the shareholder will not be
treated as having sold Shares but will be treated as having received a dividend
taxable as ordinary income, in an amount equal to the cash received pursuant to
the Offer ("Dividend Treatment").
Sale Treatment. Under Section 302 of the Code, a sale of Shares
pursuant to the Offer will be treated as a sale of such Shares for federal
income tax purposes if such sale of Shares (i) results in a "complete
redemption" of all of the shareholder's stock in the Company, (ii) is a
"substantially disproportionate redemption" with respect to the shareholder, or
(iii) is "not essentially equivalent to a dividend" with respect to the
shareholder. In determining whether any of these three tests under Section 302
is satisfied, shareholders must take into account not only Shares that they
actually own, but also any Shares that they are deemed to own pursuant to the
constructive ownership rules of Section 318 of the Code. Pursuant to these
constructive ownership rules, shareholders will be treated as owning a certain
amount of (i) Shares held by certain family members, including the shareholder's
spouse, children, grandchildren, and parents, (ii) Shares owned by certain
trusts of which the shareholder is a beneficiary, (iii) Shares owned by an
estate of which the shareholder is a beneficiary, (iv) Shares owned by any
partnership or "S corporation" in which the shareholder is a partner or
shareholder, (v) Shares owned by any non-S corporation of which the shareholder
owns at least 50% in value of the stock and (vi) Shares that the shareholder can
acquire by exercise of an option or similar right. A shareholder that is a
partnership or S corporation, estate, trust, or non- S corporation is treated as
owning stock owned (as the case may be) by partners or S corporation
shareholders, by estate beneficiaries, by certain trust beneficiaries, and by
50% shareholders of a non-S corporation. Stock constructively owned by a person
generally is treated as being owned by that person for the purpose of
attributing ownership to another person.
23
<PAGE>
A shareholder's sale of Shares pursuant to the Offer will generally
result in a "complete redemption" of all the shareholder's stock in the Company
if, pursuant to the Offer, the Company purchases all of the Shares actually
owned by the shareholder and subsequently the shareholder does not
constructively own any Shares. If the shareholder's sale of Shares pursuant to
the Offer would satisfy the complete redemption requirement but for the
shareholder's constructive ownership of Shares held by certain family members,
such shareholder may, under certain circumstances, be entitled to waive such
constructive ownership, provided the shareholder complies with the provisions of
Section 302(c) of the Code. If the shareholder actually owns no Shares after
selling his or her Shares pursuant to the Offer, constructively owns only Shares
owned by certain family members, and the shareholder qualifies to and does waive
constructive ownership of Shares owned by certain family members, that
redemption of Shares would generally qualify as a "complete redemption."
A shareholder's sale of Shares pursuant to the Offer will be a
"substantially disproportionate redemption" with respect to the shareholder if
the percentage of Shares actually and constructively owned by the shareholder
compared to all the outstanding Shares of the Company immediately following the
sale of Shares pursuant to the Offer (treating as not outstanding all Shares
sold by all the shareholders pursuant to the Offer) is less than 80% of the
percentage of Shares actually and constructively owned by the shareholder
compared to all the outstanding Shares of the Company immediately before the
sale of Shares pursuant to the Offer (treating as outstanding all Shares sold by
the shareholders pursuant to the Offer). This test will be applied to each
shareholder individually, regardless of the effect of the redemption on the
other shareholders.
A shareholder's sale of Shares pursuant to the Offer will "not be
essentially equivalent to a dividend" if, as a result of the sale of Shares
pursuant to the Offer, the shareholder experiences a "meaningful reduction" in
his proportionate interest in the Company, including the shareholder's voting
rights, participation in earnings, and liquidation rights and taking into
account the constructive ownership rules. The Service has indicated in a
published ruling that even a small reduction in the proportionate interest of a
small minority shareholder who does not exercise any control over company
affairs may constitute a "meaningful reduction" in the shareholder's interest in
the company. The fact that the redemption fails to qualify as a sale pursuant to
the other two tests is not taken into account in determining whether the
redemption is "not essentially equivalent to a dividend."
Shareholders should be aware that their ability to satisfy any of the
foregoing tests may be affected by proration pursuant to the Offer. Therefore, a
shareholder can be given no assurance, even if he tenders all of his Shares,
that the Company will purchase a sufficient number of such Shares to permit him
to satisfy any of the foregoing tests. Shareholders should also be aware that it
is possible that, depending on the facts and circumstances, an acquisition or
disposition of Shares in the market or to other parties as part of an integrated
plan may be taken into account in determining whether any of the foregoing tests
is satisfied. Shareholders are strongly advised to consult with their own tax
advisors with regard to whether acquisitions from sales to third parties,
including market sales, may be so integrated. Subsequent open market purchases
by the Company may also be taken into account in determining whether any of the
foregoing tests is satisfied.
If any of the above three tests is satisfied, the tendering shareholder
will recognize gain or loss equal to the difference between the amount of cash
received by the shareholder pursuant to the Offer and the shareholder's tax
basis in the Shares sold. Such gain or loss must be determined separately for
each block of Shares sold (i.e., Shares acquired at the same time in a single
transaction), and will be capital gain or loss, assuming the Shares were held by
the shareholder as a capital asset. Capital gain or loss will be long-term
capital gain or loss if, at the time the Company accepts the Shares for payment,
the Shares were held by the shareholder for more than one year.
Dividend Treatment. If none of the three foregoing tests are satisfied,
the tendering shareholder generally will be treated as having received a
dividend, taxable as ordinary income, in an amount equal to the total cash
received by the shareholder pursuant to the Offer, provided the Company has
sufficient accumulated or current earnings and profits. The Company expects that
its current and accumulated earnings and profits will be sufficient to cover the
amount of all distributions pursuant to the Offer, if any, that are treated as
dividends. To the extent that the purchase of Shares from any shareholder
pursuant to the Offer is treated as a dividend, such shareholder's
24
<PAGE>
tax basis in any Shares which the shareholder actually or constructively retains
after consummation of the Offer will be increased by the shareholder's tax basis
in the Shares surrendered pursuant to the Offer.
Treatment of Dividend Income for Corporate Shareholders. In the case of
a corporate shareholder, if the cash received for Shares pursuant to the Offer
is treated as a dividend, the dividend income may be eligible for the
dividends-received deduction under Section 243 of the Code. The
dividends-received deduction is subject to certain limitations and may not be
available if the corporate shareholder does not satisfy certain holding period
requirements with respect to the Shares or if the Shares are treated as
"debt-financed portfolio stock." The Company believes that the Offer will not
result in a pro rata distribution to all shareholders. Consequently, dividends
received by corporate shareholders pursuant to the Offer will probably be
treated as "extraordinary dividends" as defined by Section 1059 of the Code.
Corporate shareholders should consult their tax advisors as to the availability
of the dividends-received deduction and the application of Section 1059 of the
Code.
SEE SECTION 3 WITH RESPECT TO THE APPLICATION OF BACKUP FEDERAL INCOME
TAX WITHHOLDING.
14. Fees and Expenses.
The Company has retained MacKenzie Partners, Inc. to act as Information
Agent and Registrar and Transfer Company to act as Depositary in connection with
the Offer. The Information Agent may contact holders of Shares by mail,
telephone, telegraph and personal interviews and may request brokers, dealers
and other nominee shareholders to forward materials relating to the Offer to
beneficial owners. The Information Agent and the Depositary will each receive
reasonable and customary compensation for their respective services and will be
reimbursed by the Company for certain reasonable out-of-pocket expenses,
including attorneys' fees.
No fees or commissions will be payable to brokers, dealers or other
persons (other than fees to the Information Agent and the Depositary as
described above) for soliciting tenders of Shares pursuant to the Offer. The
Company will, however, upon request, reimburse brokers, dealers and commercial
banks for customary mailing and handling expenses incurred by such persons in
forwarding the Offer to Purchase and related materials to the beneficial owners
of Shares held by any such person as a nominee or in a fiduciary capacity. No
broker, dealer, commercial bank or trust company has been authorized to act as
the agent of the Company, the Information Agent or the Depositary for purposes
of the Offer. The Company will pay or cause to be paid all stock transfer taxes,
if any, on its purchase of Shares except as otherwise provided in Instruction 7
in the Letter of Transmittal.
15. Additional Information.
The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is obligated to file reports and
other information with the Commission relating to its business, financial
condition and other matters. Information, as of particular dates, concerning the
Company's directors and officers, their remuneration, options granted to them,
the principal holders of the Company's securities and any material interest of
such persons in transactions with the Company is required to be disclosed in
proxy statements distributed to the Company's shareholders and filed with the
Commission. Such reports, proxy statements and other information are available
for inspection at the public reference facilities of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and for inspection and
copying at the regional offices of the Commission, located at 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material may also be obtained by mail, upon
payment of the Commission's customary charges, from the Commission's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site on the World Wide Web at
25
<PAGE>
http:\www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
16. Miscellaneous.
The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply with
such law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction.
Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed
with the Commission an Issuer Tender Offer Statement on Schedule 13E-4 which
contains additional information with respect to the Offer. Such Schedule 13E-4,
including the exhibits and any amendments thereto, may be examined, and copies
may be obtained, at the same places and in the same manner as is set forth in
Section 15 with respect to information concerning the Company.
WESTWOOD FINANCIAL CORPORATION
November 25, 1996
26
<PAGE>
Manually signed photocopies of the Letter of Transmittal will be
accepted from Eligible Institutions. The Letter of Transmittal and certificates
for Shares and any other required documents should be sent or delivered by each
shareholder or his or her broker, dealer, commercial bank, trust company or
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
Registrar and Transfer Company
By Mail/Overnight Delivery: By Hand Only:
10 Commerce Drive c/o The Depository Trust Co.
Cranford, New Jersey 07016 Transfer Agent Drop
55 Water Street, 1st Floor
New York, New York 10041-0099
By Facsimile Transmission:
(Eligible Institutions Only)
(908) 272-6951
Any questions or requests for assistance or additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
locations listed below. Shareholders may also contact their local broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
Call Toll Free
(800) 322-2885
EXHIBIT (a)(2)
<PAGE>
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
of
WESTWOOD FINANCIAL CORPORATION
==============================
Tendered Pursuant to the Offer to Purchase
Dated November 25, 1996
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON THURSDAY, DECEMBER 26, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
To: REGISTRAR AND TRANSFER COMPANY, Depositary
<S> <C> <C>
By Mail/Overnight Delivery: Facsimile Transmission: By Hand Only:
10 Commerce Drive (908) 272-6951 c/o The Depository Trust Co.
Cranford, New Jersey 07016 (for Eligible Institutions Only) Transfer Agent Drop
55 Water Street, 1st Floor
New York, New York 10041-0099
</TABLE>
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of Registered
Holder(s) (Please fill in exactly as Certificate(s) Tendered
name(s) appear(s) on certificate(s)) (Attach signed list if necessary)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Number of Shares Number of
Certificate represented by Shares
Number(s)* Certificate(s)* Tendered**
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Total Shares Tendered
- --------------------------------------------------------------------------------------------------------
</TABLE>
Indicate in this box the order (by certificate number) in which Shares are to be
purchased in the event of proration.*** (Attach additional signed list if
necessary.) See Instruction 9.
1st: ;2nd: ;3rd: ;4th: ;5th:
* Need not be completed if Shares are delivered by book-entry transfer.
** If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number
of Shares you wish to tender. Otherwise, all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
*** If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be
selected for purchase by the Depositary.
- --------------------------------------------------------------------------------
<PAGE>
Delivery of this instrument to an address other than those shown above
or transmission of instructions via a facsimile number other than one of those
listed above does not constitute a valid delivery.
This Letter of Transmittal is to be used only (a) if certificates for
Shares (as defined below) are to be forwarded with it (or such certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to
the account maintained by the Depositary at The Depository Trust Company ("DTC")
or Philadelphia Depository Trust Company ("PDTC") (collectively, the "Book-Entry
Transfer Facilities") pursuant to Section 3 of the Offer to Purchase.
Stockholders whose certificates are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary before the Expiration Date (as defined in the Offer to Purchase)
or whose Shares cannot be delivered on a timely basis pursuant to the procedure
for book-entry transfer must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of the Letter of Transmittal and any other required
documents to one of the Book-Entry Transfer Facilities does not constitute
delivery to the Depositary.
- --------------------------------------------------------------------------------
|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES, AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
|_| DTC |_| PDTC
Account Number: _______________________________________________________
Transaction Code Number: ______________________________________________
|_| CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ______________________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________
Name of Institution Which Guaranteed Delivery: _______________________
Check Box of Applicable Book-Entry Transfer Facility and Give Account
Number if Delivered by Book-Entry Transfer:
|_| DTC |_| PDTC
- --------------------------------------------------------------------------------
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Westwood Financial Corporation, a New
Jersey corporation (the "Company"), the above described shares of the Company's
common stock, par value $0.10 per share (the "Shares") at the price per Share
indicated in this Letter of Transmittal, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Company's Offer to Purchase
dated November 25, 1996, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together constitute the "Offer").
Subject to, and effective on acceptance for payment of the Shares tendered
hereby in accordance with, the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all Shares tendered
hereby or orders the registration of such Shares tendered by book-entry transfer
that are purchased pursuant to the Offer to or upon the order of the Company and
hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact
of the undersigned with respect to such Shares, with full power of substitution
(such power of attorney being an irrevocable power coupled with interest), to:
(a) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by a Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, upon receipt by the
Depositary, as the undersigned's agent, of the Purchase Price (as defined below)
with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer on
the Company's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, subject to the next paragraph, all in accordance with
the terms of the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a "net long position" in Shares or
"equivalent securities" at least equal to the Shares tendered within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and (ii) such tender of Shares complies with Rule 14e-4.
(b) when and to the extent the Company accepts the Shares for purchase, the
Company will acquire good, marketable and unencumbered title to them, free and
clear of all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to complete
the assignment, transfer and purchase of the Shares tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of the Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
<PAGE>
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $15.00 nor less than $14.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The undersigned understands that the Company will select
the lowest Purchase Price which will allow it to buy 64,000 Shares (or such
lesser number of Shares as are validly tendered and not withdrawn at prices not
greater than $15.00 nor less than $14.00 per Share) pursuant to the Offer, or
such greater number of Shares as the Company may elect to purchase. The
undersigned understands that all Shares validly tendered and not withdrawn at
prices at or below the Purchase Price will be purchased at the Purchase Price,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration provisions, and that the Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and Shares not purchased because of proration.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of their registered holder, or to order the
registration or transfer of such Shares tendered by book-entry transfer, if the
Company purchases none of the Shares represented by such certificate or tendered
by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
purchased will be issued to the order of the undersigned and mailed to the
address indicated above unless otherwise indicated under "Special Payment
Instructions" or "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE
THAN ONE PRICE, USE A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
(See Instruction 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NOBOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED
HEREIN), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
|_|$14.0000 |_|$14.3750 |_|$14.7500
|_| 14.0625 |_| 14.4375 |_| 14.8125
|_| 14.1250 |_| 14.5000 |_| 14.8750
|_| 14.1875 |_| 14.5625 |_| 14.9375
|_| 14.2500 |_| 14.6250 |_| 15.0000
|_| 14.3125 |_| 14.6875
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS (See
Instructions 1, 4, 6, 7 and 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased are to be
issued in the name of and sent to someone other than the undersigned.
Issue |_| Check |_| Certificates to:
Name: _______________________________________________________________________
(Please Print)
Address: _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(Include Zip Code)
_______________________________________________________________________
(Tax Identification or Social Security Number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 1, 4, 6 and 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased issued in the name of the undersigned and/or any check for the
Purchase Price of Shares purchased issued in the name of undersigned are to be
sent to someone other than the undersigned or to the undersigned at an address
other than that shown above.
Deliver |_| Check |_| Certificates to:
Name: _______________________________________________________________________
(Please Print)
Address: _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 6)
(Please complete Substitute Form W-9 on Back Page)
Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary or representative capacity, please set forth the full title. See
Instruction 6.
________________________________________________________________________________
________________________________________________________________________________
(Signature(s))
Dated:__________________________________________________________________________
Name(s):________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title):__________________________________________________________
________________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number(s):________________________________
Dated:__________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(Please Print)
Title:__________________________________________________________________________
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated:__________________________________________________________________________
Tax Identification or Social Security Number(s)_________________________________
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms of the Offer
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes of this document, shall include any participant
in a Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) exactly as the name of the registered holder
appears on the certificate tendered with this Letter of Transmittal unless such
holder has completed either the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions"; or
(b) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office,
branch or agency in the United States. See Instruction 6.
In all other cases the signature(s) must be guaranteed by an eligible
guarantor institution (bank, stockbroker, savings and loan association or credit
union with membership in an approved signature guarantee medallion program),
pursuant to Rule 17Ad-15 promulgated under the Exchange Act (an "Eligible
Institution"). See Instruction 6.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if certificates are
delivered with it to the Depositary (or such certificates will be delivered
pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary)
or if tenders are to be made pursuant to the procedure for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Certificates for all
physically tendered Shares, or confirmation of a book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of Shares tendered
electronically, together in each case with a properly completed and duly
executed Letter of Transmittal or duly executed facsimile of it, and any other
documents required by this Letter of Transmittal, should be mailed or delivered
to the Depositary at the appropriate address set forth herein and must be
delivered to the Depositary on or before the Expiration Date (as defined in the
Offer to Purchase).
Stockholders whose certificates are not immediately available or who cannot
deliver Shares and all other required documents to the Depositary before the
Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant
to the procedure for book-entry transfer, may tender their Shares by or through
any Eligible Institution by properly completing (including the price at which
the Shares are being tendered) and duly executing and delivering a Notice of
Guaranteed Delivery (or a facsimile of it) and by otherwise complying with the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure, the certificates for all physically tendered Shares
or book-entry confirmation, as the case may be, as well as a properly completed
Letter of Transmittal and all other documents required by this Letter of
Transmittal, must be received by the Depositary within three over-the-counter
trading days after receipt by the Depositary of such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Shares to be validly tendered pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery before the Expiration
Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent tenders,
nor will it purchase any fractional Shares. All tendering stockholders, by
execution of this Letter of Transmittal (or a facsimile of it), waive any right
to receive any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
<PAGE>
4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders
who tender by book-entry transfer) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares which are to be
tendered in the column entitled "Number of Shares Tendered." In such case, if
any tendered Shares are purchased, a new certificate for the remainder of the
Shares evidenced by the old certificate(s) will be issued and sent to the
registered holder(s), unless otherwise specified in the "Special Payment
Instructions" or "Special Delivery Instructions" box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by the certificate(s) listed and delivered to the Depositary are
deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. For Shares to be
validly tendered, the stockholder must check the box indicating the price per
Share at which he or she is tendering Shares under "Price (In Dollars) Per Share
At Which Shares Are Being Tendered" on this Letter of Transmittal. Only one box
may be checked. If more than one box is checked, or if no box is checked (except
as otherwise provided herein), there is no valid tender of Shares. A stockholder
wishing to tender portions of his or her Share holdings at different prices must
complete a separate Letter of Transmittal for each price at which he or she
wishes to tender each such portion of his or her Shares. The same Shares cannot
be tendered (unless previously validly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate without any change whatsoever.
(b) If the Shares are registered in the names of two or more joint holders,
each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles of it) as there are different
registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and transmitted hereby, no endorsements of certificate(s)
representing such Shares or separate stock powers are required unless payment is
to be made, or the certificate(s) for Shares not tendered or not purchased are
to be issued, to a person other than the registered holder(s). If this Letter of
Transmittal is signed by a person other than the registered holder(s) of the
certificate(s) listed, or if payment is to be made or certificate(s) for Shares
not tendered or not purchased are to be issued to a person other than the
registered holder(s), the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificate(s), and any signature(s) on
such certificate(s) or stock power(s) must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity for the registered holder(s) of the certificates listed, such persons
should so indicate when signing and must submit proper evidence satisfactory to
the Company of their authority so to act.
7. Stock Transfer Taxes. Except as provided in this Instruction, no stock
transfer tax stamps or funds to cover such stamps need accompany this Letter of
Transmittal. The Company will pay or cause to be paid any stock transfer taxes
payable on the transfer to it of Shares purchased pursuant to the Offer. If,
however:
(a) payment of the Purchase Price is to be made to any person other than
the registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be registered
in the name of any person other than the registered holder(s); or
(c) tendered certificates are registered in the name of any person other
than the person(s) signing this Letter of Transmittal;
then the Depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered holder, such other person or
otherwise) payable on account of the transfer to such person unless satisfactory
evidence of the payment of such taxes, or an exemption from them, is submitted.
<PAGE>
8. Special Payment and Delivery Instructions. If certificate(s) for Shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificate(s) and/or check(s) are to be sent to someone other than the signer
of the Letter of Transmittal or to the signer at a different address, the boxes
captioned "Special Payment Instructions" and/or "Special Delivery Instructions"
on this Letter of Transmittal should be completed and signatures must be
guaranteed as described in Instructions 1 and 6.
9. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax classification of any gain or loss on
the Shares purchased. See Section 1 of the Offer to Purchase.
10. Irregularities. The Company will determine, in its sole discretion, all
questions as to the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares, and its determination shall be
final and binding on all parties. The Company reserves the absolute right to
reject any or all tenders determined by it not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Offer or any defects or irregularities in the tender of
any particular Shares, and the Company's interpretation of the terms of the
Offer (including these instructions) will be final and binding on all parties.
No tender of Shares will be deemed to be validly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Depositary nor any other
person is or will be obligated to give notice of any defects or irregularities
in tenders, nor shall any of them incur any liability for failure to give any
such notice.
11. Questions and Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, the Notice of Guaranteed Delivery, and this Letter of
Transmittal may be obtained from the Information Agent at its address and
telephone number set forth at the end of this Letter of Transmittal or from your
broker, dealer, commercial bank or trust company.
12. Substitute Form W-9 and Form W-8. Stockholders other than corporations
and certain foreign individuals may be subject to backup federal income tax
withholding. Each such tendering stockholder or other payee who does not
otherwise establish to the satisfaction of the Depositary an exemption from
backup federal income tax withholding is required to provide the Depositary with
a correct taxpayer identification number ("TIN") on Substitute Form W-9 which is
provided as a part of this Letter of Transmittal, and to indicate that the
stockholder or other payee is not subject to backup withholding by checking the
box in Part 2 of the form. For an individual, his TIN will generally be his
social security number. Failure to provide the information on the form or to
check the box in Part 2 of the form may subject the tendering stockholder or
other payee to 31% backup federal income tax withholding on the payments made to
the stockholder or other payee with respect to Shares purchased pursuant to the
Offer and to a $50 penalty imposed by the Internal Revenue Service. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained. The
box in Part 3 of the form may be checked if the tendering stockholder or other
payee has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and the Depositary
is not provided with a TIN within sixty (60) days, the Depositary will withhold
31% on all such payments thereafter until a TIN is provided to the Depositary.
Stockholders who are foreign individuals should submit Form W-8 to certify that
they are exempt from backup withholding, unless Instruction 13 applies. Form W-8
may be obtained from the Depositary. For additional information concerning
Substitute Form W-9, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."
13. Withholding on Foreign Stockholders. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
stockholder or his agent unless the Depositary determines that a reduced rate of
withholding or an exemption from withholding is applicable. (Exemption from
backup withholding does not exempt a foreign stockholder from the 30%
withholding.) For this purpose, a foreign stockholder is any stockholder that is
not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of the source of such income. The Depositary will determine a
stockholder's status as a foreign stockholder and eligibility for a reduced rate
of, or an exemption from, withholding by reference to the stockholder's address
and to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign stockholder must
deliver to the Depositary a properly executed Form 4224. Such form can be
obtained from the Depositary. A foreign stockholder who has not previously
submitted the appropriate certificates or statements with respect to a reduced
rate of, or exemption from, withholding for which such stockholder may be
eligible
<PAGE>
should consider doing so in order to avoid excess withholding. A foreign
stockholder may be eligible to obtain a refund of tax withheld if such
stockholder meets one of the three tests for capital gain or loss treatment
described in Section 13 of the Offer to Purchase or is otherwise able to
establish that no tax or reduced amount of tax was due. Foreign stockholders are
advised to consult their tax advisors regarding the application of federal
income tax withholding, including eligibility for a withholding tax reduction or
exemption and the refund procedures.
IMPORTANT: This Letter of Transmittal or a manually signed facsimile of it
(together with certificate(s) for Shares or confirmation of book-entry transfer
and all other required documents) or, if applicable, the Notice of Guaranteed
Delivery must be received by the Depositary before the Expiration Date.
IMPORTANT TAX INFORMATION
Under the United States federal income tax law, a stockholder whose
tendered Shares are accepted for payment generally is required by law to provide
the Depositary with such stockholder's correct TIN on Substitute Form W-9 below.
If the Depositary is not provided with the correct TIN, the Internal Revenue
Service may subject the stockholder or other payee to a $50 penalty. In
addition, payments that are made to such stockholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to the individual's exempt status. A Form W-8 can be obtained
from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding on payment made to a stockholder or other
payee with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by completing
the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and that:
(a) the stockholder has not been notified by the Internal Revenue Service
that the stockholder is subject to backup withholding as a result of failure to
report all interest or dividends; or
(b) the Internal Revenue Service has notified the stockholder that the
stockholder is no longer subject to backup withholding.
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Shares. If the Shares are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: Registrar and Transfer Company
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Part 1 - PLEASE PROVIDE Social Security Number
SUBSTITUTE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY ______________________
FORM W-9 SIGNING AND DATING OR Employer Identification Number
BELOW
- --------------------------------------------------------------------------------------------------------------------
Part 2 - Check the box if you are NOT
subject to backup withholding
under the provisions of Section
3406(a)(1)(C) of the Internal Revenue
Code because (1) you are exempt from backup
Department of Treasury withholding, or (2) you have not been notified by
Internal Revenue Service the Internal Revenue Service that you are subject
to backup withholding as a result of failure to
report all interest or dividends, or (3) the
Internal Revenue Service has notified you that you
are no longer subject to backup withholding. |_|
- --------------------------------------------------------------------------------------------------------------------
CERTIFICATION - UNDER THE PENALTIES OF
PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT,
Payer's Request for AND COMPLETE.
Taxpayer Identification Part 3 -
Number (TIN) SIGNATURE____________________DATE_____________ Awaiting TIN |_|
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
================================================================================
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
- -------------------------------------------------- ----------------------------
Signature Date
================================================================================
Facsimile copies of the Letter of Transmittal will be accepted from
Eligible Institutions. The Letter of Transmittal and certificates for Shares and
any other required documents should be sent or delivered by each tendering
stockholder or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
<TABLE>
<CAPTION>
The Depositary
REGISTRAR AND TRANSFER COMPANY
<S> <C> <C>
By Mail/Overnight Delivery: Facsimile Transmission: By Hand Only:
10 Commerce Drive (908) 272-6951 c/o The Depository Trust Co.
Cranford, New Jersey 07016 (for Eligible Institutions Only) Transfer Agent Drop
55 Water Street, 1st Floor
New York, New York 10041-0099
</TABLE>
Any questions or requests for assistance or for additional copies of
the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone number and
address set forth below. A tendering stockholder may also contact his broker,
dealer, commercial bank or trust company for assistance concerning the Offer. In
order to confirm the delivery of his Shares, a tendering stockholder should
contact the Depositary.
The Information Agent:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
Call Toll Free:
(800) 322-2885
November 25, 1996
EXHIBIT (a)(3)
<PAGE>
[MacKenzie Partners Letterhead]
WESTWOOD FINANCIAL CORPORATION
Offer to Purchase For Cash
Up to 64,000 Shares of its Common Stock
at a Purchase Price
Not Greater Than $15.00 Nor Less than $14.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., EASTERN TIME,
ON THURSDAY, DECEMBER 26, 1996, UNLESS
THE OFFER IS EXTENDED.
November 25, 1996
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
Westwood Financial Corporation, a New Jersey corporation (the
"Company"), has appointed us to act as Information Agent in connection with its
offer to purchase up to 64,000 shares of its Common Stock, par value $0.10 per
share (the "Shares") at prices, net to the seller in cash, not greater than
$15.00 nor less than $14.00 per Share, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in its Offer to Purchase,
dated November 25, 1996, and the related Letter of Transmittal (which together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $15.00 nor less than
$14.00 per Share) that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price which will allow it to purchase
64,000 Shares (or such lesser number of Shares as are validly tendered and not
withdrawn at prices not greater than $15.00 nor less than $14.00 per Share)
pursuant to the Offer, or such greater number as the Company may elect to
purchase. All Shares validly tendered and not withdrawn at prices at or below
the Purchase Price will be purchased at the Purchase Price, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 64,000 Shares are validly tendered and not withdrawn at or below the
Purchase Price, the Company will, upon the terms and subject to the conditions
of the Offer, buy Shares on a pro rata basis from all stockholders whose Shares
are validly tendered and not withdrawn at or below the Purchase Price.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
<PAGE>
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 November 25, 1996;
2. Letter to Clients that 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;
3. Letter dated November 25, 1996 from William J. Woods,
Chairman of the Board of the Company, to stockholders of the Company;
4. Letter of Transmittal for your use and for the information
of your clients (together with accompanying Substitute Form W-9 and
guidelines); and
5. Notice of Guaranteed Delivery to be used to accept the
Offer if the Share certificates and all other required documents cannot
be delivered to the Depositary by the Expiration Date or if the
procedure for book-entry transfer cannot be completed on a timely
basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON THURSDAY, DECEMBER 26, 1996, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any
person for soliciting tenders of Shares pursuant to the Offer other than fees
paid to the Information Agent or the Depositary as described in the Offer to
Purchase. The Company will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to the beneficial owners of Shares held by you as a nominee or in a
fiduciary capacity. The Company will pay or cause to be paid any stock transfer
taxes applicable to its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 3, "Procedure for Tendering Shares," of the
Offer to Purchase, tenders may be made without the concurrent deposit of stock
certificates or concurrent compliance with the procedure for book-entry
transfer, if such tenders are made by or through a broker or dealer which is a
member firm of a registered national securities exchange, or a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office, branch or agency in the United States. Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities described in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal, must be received by the Depositary within
three over-the-counter trading days after timely receipt by the Depositary of a
properly completed and duly executed Notice of Guaranteed Delivery.
2
<PAGE>
Additional copies of the enclosed material may be obtained from, and
any inquiries you may have with respect to the Offer should be addressed to, the
undersigned, telephone: (800) 322-2885.
Very truly yours,
MacKenzie Partners, Inc.
Enclosures
================================================================================
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT OR THE DEPOSITARY, 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.
================================================================================
3
EXHIBIT (a)(4)
<PAGE>
WESTWOOD FINANCIAL CORPORATION
Offer to Purchase for Cash
Up to 64,000 Shares of its Common Stock
at a Purchase Price Not Greater
than $15.00 Nor Less than $14.00 Per Share
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
November 25, 1996 and the related Letter of Transmittal (which together
constitute the "Offer") in connection with the Offer by Westwood Financial
Corporation, a New Jersey corporation (the "Company"), to purchase up to 64,000
shares of its common stock, par value $0.10 per share (the "Shares") at prices
net to the seller in cash, not greater than $15.00 nor less than $14.00 per
Share, specified by tendering stockholders, on the terms and subject to the
conditions of the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $15.00 nor less than
$14.00 per Share) that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price which will allow it to purchase
64,000 Shares (or such lesser number of Shares as are validly tendered and not
withdrawn at prices not greater than $15.00 nor less than $14.00 per Share)
pursuant to the Offer, or such greater number as the Company may elect to
purchase. All Shares validly tendered and not withdrawn at prices at or below
the Purchase Price will be purchased at the Purchase Price, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. The Company will return all other Shares, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 64,000 Shares are validly tendered and not withdrawn at or below the
Purchase Price, the Company will, upon the terms and subject to the conditions
of the Offer, accept Shares for purchase on a pro rata basis from all
stockholders whose Shares are validly tendered and not withdrawn at or below the
Purchase Price.
We are the holder of record of Shares held for your account. As such,
we are the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your information
only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of
the Shares we hold for your account on the terms and subject to the conditions
of the Offer.
We call your attention to the following:
1. You may tender Shares at prices, net to you in cash, not
greater than $15.00 nor less than $14.00 per Share, as indicated in the
attached instruction form.
2. You may designate the priority in which your Shares will
be purchased in the event of proration.
3. The Offer is not conditioned upon any minimum number of
Shares being tendered.
4. The Offer, proration period and withdrawal rights will
expire at 5:00 p.m., Eastern time, on Thursday, December 26, 1996,
unless the Company extends the Offer.
<PAGE>
5. The Offer is for 64,000 Shares, constituting approximately
10% of the Shares outstanding as of November 22, 1996.
6. Tendering stockholders will not be obligated to pay any
brokerage commissions, solicitation fees or, subject to Instruction 7
of the Letter of Transmittal, stock transfer taxes on the Company's
purchase of Shares pursuant to the Offer.
7. If you wish to tender portions of your Share holdings at
different prices, you must complete separate instructions for each
price at which you wish to tender each such portion of your Shares. We
must submit separate Letters of Transmittal on your behalf for each
price you will accept. The same Shares cannot be tendered at different
prices unless such tendered Shares are withdrawn and retendered.
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 attached
instruction form. An envelope to return your instructions to us is enclosed. If
you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached instruction form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
TIME, ON THURSDAY, DECEMBER 26, 1996 UNLESS THE COMPANY EXTENDS THE OFFER.
The Company is not making the Offer to, nor will it accept tenders from
or on behalf of, owners of Shares in any jurisdiction in which the Offer or its
acceptance would violate the securities, blue sky or other laws of such
jurisdiction.
2
<PAGE>
Instruction Form
With Respect to the
WESTWOOD FINANCIAL CORPORATION
Offer to Purchase for Cash
Up to 64,000 Shares of Its Common Stock
at a Purchase Price Per Share Not Greater
than $15.00 Nor Less than $14.00 Per Share
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 25, 1996 and related Letter of Transmittal
(which together constitute the "Offer"), in connection with the Offer by
Westwood Financial Corporation, a New Jersey corporation (the "Company"), to
purchase up to 64,000 shares of its common stock, par value $0.10 per share (the
"Shares") at prices, net to the Seller in cash, not greater than $15.00 nor less
than $14.00 per Share, specified by tendering stockholders, upon the terms and
subject to the conditions of the Offer.
The undersigned acknowledges that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $15.00 nor less than $14.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price which
will allow it to purchase 64,000 Shares (or such lesser number of Shares as are
validly tendered and not withdrawn at prices not greater than $15.00 nor less
than $14.00 per Share) pursuant to the Offer, or such greater number as the
Company may elect to purchase. All Shares validly tendered and not withdrawn at
prices at or below the Purchase Price will be purchased at the Purchase Price,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration terms thereof. The Company will return all other
Shares. See Section 1 of the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the
number of Shares indicated below or, if no number is indicated, all Shares you
hold for the account of the undersigned, at the price per Share indicated below,
pursuant to the terms and subject to the conditions of the Offer. The Company
will return Shares tendered at prices greater than the Purchase Price and Shares
not purchased because of proration.
Aggregate number of Shares to be tendered by you for
the account of the undersigned:
__________ Shares
_____________________
* Unless otherwise indicated, all of the Shares held for the account of the
undersigned will be tendered.
3
<PAGE>
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE
THAN ONE PRICE, USE A SEPARATE
INSTRUCTION FORM FOR EACH PRICE SPECIFIED.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO
BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED
HEREIN), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
|_|$14.0000 |_|$14.5000
|_| 14.0625 |_| 14.5625
|_| 14.1250 |_| 14.6250
|_| 14.1875 |_| 14.6875
|_| 14.2500 |_| 14.7500
|_| 14.3125 |_| 14.8125
|_| 14.3750 |_| 14.8750
|_| 14.4375 |_| 14.9375
|_| 15.0000
- --------------------------------------------------------------------------------
================================================================================
SIGNATURE BOX
Signature(s)____________________________________________________________________
Dated ___________________________________________________________________, 199__
Name(s) and Address(es)_________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print)
Area Code and Telephone Number__________________________________________________
Taxpayer Identification or
Social Security Number__________________________________________________________
================================================================================
4
EXHIBIT (a)(5)
<PAGE>
NOTICE OF GUARANTEED DELIVERY
of
Shares of Common Stock
of
WESTWOOD FINANCIAL CORPORATION
This form or a facsimile of it must be used to accept the Offer, as defined
below, if:
(a) certificates for common stock, par value $0.10 per share (the
"Shares"), of Westwood Financial Corporation, a New Jersey corporation, are not
immediately available or certificates for Shares and all other required
documents cannot be delivered to the Depositary before the Expiration Date (as
defined in Section 1 of the Offer to Purchase, as defined below); or
(b) Shares cannot be delivered on a timely basis pursuant to the procedure
for book-entry transfer.
This form or a facsimile of it, signed and properly completed, may be
delivered by hand, mail, telegram or facsimile transmission to the Depositary.
See Section 3 of the Offer to Purchase.
<TABLE>
<CAPTION>
To: REGISTRAR AND TRANSFER COMPANY, Depositary
<S> <C> <C>
By Mail/Overnight Delivery: Facsimile Transmission: By Hand Only:
10 Commerce Drive (908) 272-6951 c/o The Depository Trust Co.
Cranford, New Jersey 07016 Transfer Agent Drop
55 Water Street, 1st Floor
New York, New York 10041-0099
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN THOSE
SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
THAT LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature of a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Westwood Financial Corporation, at
the price per Share indicated below, net to the seller in cash, upon the terms
and conditions set forth in the Offer to Purchase, dated November 25, 1996 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, _______
Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase.
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE
THAN ONE PRICE, USE A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE
SPECIFIED.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO
BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED
HEREIN), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
|_|$14.0000 |_|$14.5000
|_| 14.0625 |_| 14.5625
|_| 14.1250 |_| 14.6250
|_| 14.1875 |_| 14.6875
|_| 14.2500 |_| 14.7500
|_| 14.3125 |_| 14.8125
|_| 14.3750 |_| 14.8750
|_| 14.4375 |_| 14.9375
|_| 15.0000
- --------------------------------------------------------------------------------
2
<PAGE>
- --------------------------------------------------------------------------------
Certificate Nos. (if available):
________________________________________________________________________________
________________________________________________________________________________
Name(s):
_______________________________________________________________________________
________________________________________________________________________________
Please type or print
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Zip Code
Area Code and
Telephone Number: ______________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
________________________________________________________________________________
________________________________________________________________________________
Dated: ____________________________, 199__
If Shares will be tendered by book-entry transfer, check box of applicable
Book-Entry Facility:
|_| The Depository Trust Company
|_| Philadelphia Depository Trust Company
Account Number:
________________________________________________________________________________
- --------------------------------------------------------------------------------
3
<PAGE>
GUARANTEE
The undersigned is (1) a member firm of a registered securities
exchange; (2) a member of the National Association of Securities Dealers, Inc.;
or (3) a commercial bank or trust company having an office, branch or agency in
the United States, and represents that:
(a) the above-named person(s) has a "net long position" in Shares or
"equivalent securities" at least equal to the Shares tendered within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended;
and
(b) such tender of Shares complies with such Rule 14e-4;
and guarantees that the Depositary will receive certificates for the Shares
tendered hereby in proper form for transfer, or Shares will be tendered pursuant
to the procedure for book-entry transfer at The Depository Trust Company or
Philadelphia Depository Trust Company, in any case, together with a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal (or a manually signed facsimile of them),
all within three over-the-counter trading days after the day the Depositary
receives this Notice.
================================================================================
Name of Firm: _______________________________ Address: ________________________
_____________________________________________ _________________________________
Authorized Signature
_________________________________
_________________________________
Zip Code
Name: ________________________________________
Please Print
Area Code and
Telephone Number:________________
Title: _______________________________________ Dated: ___________________, 199__
================================================================================
4
EXHIBIT (a)(6)
<PAGE>
[LETTERHEAD OF WESTWOOD FINANCIAL CORPORATION]
Chairman of the Board
November 25, 1996
To Our Stockholders:
Westwood Financial Corporation (the "Company") is offering to purchase
64,000 shares (approximately 10% of its currently outstanding shares) of its
common stock from its stockholders at a cash price not greater than $15.00 nor
less than $14.00 per share. The Company is conducting the Offer through a
procedure commonly referred to as a "Modified Dutch Auction." This procedure
allows you to select the price within that price range at which you are willing
to sell your shares to the Company. Based upon the number of shares tendered and
the prices specified by the tendering stockholders, the Company will determine a
single per share purchase price within that price range which will allow it to
buy 64,000 shares (or such lesser number of shares as are validly tendered and
not withdrawn at prices not greater than $15.00 nor less than $14.00 per share)
(the "Purchase Price"). Subject to possible proration in the event more than
64,000 shares are tendered at or below the Purchase Price, all of the shares
that are validly tendered at prices at or below that Purchase Price (and are not
withdrawn) will be purchased at that same Purchase Price, net to the selling
stockholder in cash. Since the Company is purchasing stock directly from its
shareholders, there are no brokerage commissions. All other shares which have
been tendered and not purchased will be returned to the stockholder.
The Offer, proration period and withdrawal rights expire at 5:00 p.m.,
Eastern time, on Thursday, December 26, 1996, unless the Offer is extended.
Neither the Company nor its Board of Directors makes any recommendation
to any stockholder as to whether to tender or refrain from tendering shares. You
must make your own decision whether to tender shares and, if so, how many shares
to tender and at which price or prices.
This Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your shares, the instructions on
how to tender shares are also explained in detail in the enclosed materials. I
encourage you to read these materials, along with a Question and Answer Brochure
that answers some of the frequently asked questions for this type of
transaction, carefully before making any decision with respect to the Offer.
Very truly yours,
/s/William J. Woods
EXHIBIT (a)(7)
<PAGE>
[LETTERHEAD OF WESTWOOD FINANCIAL CORPORATION]
NEWS RELEASE
For further information on this release call
William J. Woods
Chairman
Joanne Miller
President
(201) 666-5002
Westwood Financial Corporation
Share Repurchase Of Up To 64,000 Shares
Westwood, New Jersey -- November 25, 1996 -- Westwood Financial Corporation
(Nasdaq - "WWFC"), the parent holding company of Westwood Savings Bank (the
"Bank") will commence a "Modified Dutch Auction" self-tender offer on November
25, 1996 for up to 64,000 common shares, or approximately 10 percent of its
646,672 common shares currently outstanding.
The offer will allow common shareholders to specify prices at which they
are willing to tender their shares at a price not greater than $15.00 and not
less than $14.00 per share. After receiving tenders, the Company will select a
single per share price which will allow it to buy up to 64,000 shares (or such
lesser number of shares as are validly tendered at prices not in excess of
$15.00 nor less than $14.00 per share). All shares purchased will be purchased
at the company-selected price for cash, even if tendered at a lower price. If
more than the maximum number of shares sought is tendered at or below the
company-selected price, shares will be purchased pro rata. The offer will not be
conditioned on a minimum number of shares being tendered, but will be subject to
certain conditions set forth in the offering documents.
The tender offer, proration period and withdrawal rights will expire at
5:00 p.m. on December 26, 1996 unless extended by the Company. On November 22,
1996 the closing price of the Company's common stock was $15.25 on the Nasdaq
Small Cap Market.
MacKenzie Partners, Inc., New York, New York will act as information agent
for the offer.
<PAGE>
Shareholders will, in general, be able to tender their shares free of
all brokerage commissions and stock transfer taxes, if any, which will be paid
by the Company. Each shareholder is urged to consult his tax advisor as to the
particular tax consequences of the tender offer to such shareholder. The full
details of the offer, including complete instructions on the tender process
procedure along with the transmittal forms and other data will be mailed to
shareholders on November 25, 1996.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATIONS TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Westwood Financial Corporation common stock. The
offer is made solely by the Offer to Purchase, dated November 25, 1996, and the
related Letter of Transmittal.
2
EXHIBIT (a)(8)
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
QUESTIONS AND ANSWERS
ABOUT THE OFFER OF
WESTWOOD FINANCIAL CORPORATION,
TO PURCHASE FOR CASH UP TO 64,000 SHARES
OF COMMON STOCK AT A PURCHASE PRICE OF
$14.00 TO $15.00 PER SHARE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE OFFER TO PURCHASE ITS STOCK BY
WESTWOOD FINANCIAL CORPORATION
THE HOLDING COMPANY FOR
WESTWOOD SAVINGS BANK
The following information is designed to answer frequently asked questions about
the offer by Westwood Financial Corporation to purchase shares of its common
stock. Shareholders are referred to the Offer to Purchase and Letter of
Transmittal for a detailed description of the terms and conditions of the offer.
Q. WHAT IS THIS OFFER TO PURCHASE?
A. Westwood Financial Corporation, ("Westwood" or the "Company") is inviting
its shareholders to tender shares of its common stock, $0.10 par value per
share (the "Shares"), at prices not in excess of $15.00 nor less than
$14.00 per Share in cash, as specified by shareholders tendering their
Shares, in the enclosed Letter of Transmittal (the "Offer"). The Company
will determine the single per Share price, not in excess of $15.00 nor less
than $14.00 per Share, net to the seller in cash (the "Purchase Price"),
that it will pay for Shares, taking into account the number of Shares
tendered and the prices specified by tendering shareholders. The Company
will select the lowest Purchase Price that will allow it to buy 64,000
Shares (or such lesser number of Shares as are validly tendered at prices
not in excess of $15.00 nor less than $14.00 per Share). This type of
issuer tender offer is commonly referred to as a "Modified Dutch Auction".
Q. WHAT IS A "MODIFIED DUTCH AUCTION?"
A. A modified dutch auction is a process whereby a company makes a direct
tender offer to its own shareholders to purchase a specified number of
shares of its stock within a specified price range per share. In this case,
Westwood is making a direct offer to all of its shareholders to purchase in
the aggregate 64,000 Shares of its common stock at a price not in excess of
$15.00 nor less than $14.00 per Share. This process allows each stockholder
to elect whether he or she wishes to sell his or her stock, and the price
he or she is willing to sell at within the given price range. After
receiving all tendered securities at the termination of the offer, the
company may choose the lowest price within the specified range that will
permit it to purchase the amount of securities sought.
Q. WHAT WILL BE THE FINAL PURCHASE PRICE?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the lowest Purchase Price that will allow it buy up
to 64,000 Shares. All shareholders tendering at or below the Purchase Price
will receive the same amount. For example, if 32,000 Shares are tendered at
$14.00 per Share, 32,000 Shares are tendered at $14.50 per Share and 40,000
Shares are tendered at $15.00 per Share, 64,000 Shares will be purchased at
$14.50 per Share from the persons who tendered at $14.00 through $14.50,
and the 40,000 Shares tendered at $15.00 per Share will be returned and not
purchased.
2
<PAGE>
Q. WHAT WILL HAPPEN IF MORE THAN 64,000 SHARES ARE TENDERED AT OR BELOW THE
PURCHASE PRICE?
A. In the event more than 64,000 Shares are tendered at or below the Purchase
Price, Shares tendered at or below the Purchase Price will be subject to
proration. For example, if the Offer is oversubscribed at 110% (i.e. 70,400
are tendered at or below the Purchase Price), approximately 90% of each
tender will be fulfilled.
Q. AT WHAT PRICE MAY I TENDER MY SHARES?
A. Stockholders may elect to tender their Shares in increments of 1/16th of a
dollar starting at $14.00 per Share up to and including $15.00 per Share.
The election as to the number of Shares and the price a shareholder is
willing to tender are to be indicated on the Letter of Transmittal.
Q. DO I HAVE TO SELL MY STOCK TO THE COMPANY?
A. No. No shareholder is required to tender any of his stock for sale to the
Company. Each shareholder may individually elect to sell part or all of his
stock at the price he or she specifies between no less than $14.00 nor more
than $15.00 per Share.
Q. HOW MUCH STOCK IS THE COMPANY ATTEMPTING TO PURCHASE?
A. The Company is offering to purchase up to 64,000 Shares of its 646,672
Shares outstanding or 10% of the outstanding stock.
Q. WHAT IF THE TERMS OF THE OFFER CHANGE?
A. In the event the terms of the Offer are materially changed, the Company
will generally give notice of the change and, under certain circumstances,
the expiration date will be extended up to 10 business days from such
notice, and shareholders will be able to change or withdraw their tender
during such extension.
Q. WHAT HAPPENS IF I DO NOT TENDER MY STOCK TO THE COMPANY TO PURCHASE?
A. Nothing will happen if you do not tender any or all of your Shares. Your
Shares will remain outstanding without a change in the terms or ownership
rights. You will continue to own the same number of Shares without any
adjustment, and you will continue to receive the same dividend and voting
rights. However, since the Company will purchase up to 64,000 of its
outstanding Shares, the percentage of the outstanding stock which you own
will increase since the number of outstanding Shares will be reduced.
Q. CAN I TENDER PART OF MY STOCK AT DIFFERENT PRICES?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price. For example, if you owned 1,500
Shares, you could tender 500 Shares at $14.00 per Share, 500 Shares at
$14.50 per Share and keep the remaining 500 Shares. If you tender part of
your stock at more than one price, you must use a separate Letter of
Transmittal for each price. However, you can not tender the same stock at
different prices. In the prior example, the
3
<PAGE>
stockholder owning 1,500 Shares can not tender 1,500 Shares at $14.00 per
Share and 1,500 Shares at $14.50 per Share.
Q. IS THERE A BROKERAGE FEE?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. CAN I CHANGE OR CANCEL MY TENDER?
A. You may increase or decrease the number of Shares and/or price indicated in
the Letter of Transmittal or withdraw it entirely up until December 26,
1996. Generally after December 26, 1996, you cannot. If you desire to
change or withdraw your tender, you are responsible to make certain that a
valid withdrawal is received by the December 26, 1996 deadline. Except as
discussed in the Offer to Purchase, tenders are irrevocable after the
December 26, 1996 deadline.
Q. HOW CAN I GET MORE INFORMATION?
A. If you have a question, please call MacKenzie Partners, Inc., our
Information Agent, at (800) 322-2885.
This brochure is neither an offer to purchase nor a solicitation of an offer to
sell securities. The offer to purchase the stock of the Company is made only by
the Westwood Financial Corporation Offer to Purchase document dated November 25,
1996 and the accompanying Letter of Transmittal.
4
