EXHIBIT(A)(4)
OFFER TO PURCHASE FOR CASH
UP TO 375,000 SHARES OF
SONOMAWEST HOLDINGS, INC.
COMMON STOCK AT $8.00 NET PER SHARE
BY
SONOMAWEST HOLDINGS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON
FEBRUARY 15, 2001 UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are enclosing the material below in connection with the SonomaWest
Holdings, Inc. (the "Company") offer to purchase of up to 375,000 shares of its
common stock, no par value (the "Shares"), at a purchase price of $8.00 per
Share, net to the seller in cash without interest thereon and subject to
reduction for any federal backup or other withholding or stock transfer taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated January 8, 2001, and the applicable Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer").
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
Enclosed for your information and use are copies of the following
documents:
a. Offer to Purchase, dated January 8, 2001;
b. Letter of Transmittal to be used by holders of Shares in accepting the
Offer and tendering Shares;
c. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available
or cannot be delivered to Continental Stock Transfer & Trust Company
(the "Depositary") by the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for book-entry transfer cannot be
completed by the Expiration Date;
d. A letter which 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; and
e. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., PACIFIC TIME, ON
FEBRUARY 15, 2001 UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of: (i) certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)); (ii) the Letter of Transmittal (or
facsimile(s) thereof) properly completed and duly executed or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry delivery
of Shares; and (iii) any other required documents.
If a holder of Shares wishes to tender, but cannot deliver such holder's
certificates or other required documents, or cannot comply with the procedure
for book-entry transfer, prior to the expiration of the Offer, a
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tender of Shares may be effected by following the guaranteed delivery procedure
described in "THE OFFER - 3. Procedures for Accepting the Offer and Tendering
Shares" in the Offer to Purchase.
Company will not pay any fees or commissions to any broker, dealer or other
person (other than the Depositary as described in the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
However, Company will reimburse you for reasonable and necessary mailing
and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. Company will pay or cause to be paid any stock
transfer taxes payable with respect to the transfer of Shares to it, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained by
contacting, the Company at its address and telephone numbers set forth on the
back cover page of the Offer to Purchase.
Very truly yours,
SonomaWest Holdings, Inc.
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Nothing contained herein or in the enclosed documents shall authorize you or any
other person to act on behalf of or as the agent of SonomaWest Holdings, Inc.,
or affiliate, or authorize you or any other person to use any document or to
make any statement on behalf of any of them in connection with the Offer other
than the enclosed documents and the statements contained therein.
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