<PAGE>
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)
JWGENESIS FINANCIAL CORP.
(Name Of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
482227105
(CUSIP Number of Class of Securities)
JOEL E. MARKS
VICE CHAIRMAN AND CHIEF OPERATING OFFICER
980 NORTH FEDERAL HIGHWAY, SUITE 310
BOCA RATON, FLORIDA 33432
(561) 338-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
W. RANDY EADDY, ESQ.
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET, N.E., SUITE 2800
ATLANTA, GA 30309-4530
(404) 815-6500
JANUARY 12, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- -------------------------------------------------------------------------------
$35,000,010 $7,000.00
- -------------------------------------------------------------------------------
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 1,166,667 shares of Common Stock at the tender offer price of
$30.00 per share.
[ ] 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.
<PAGE>
This Issuer Tender Offer Statement on Schedule 13E-4 (this "Schedule 13E-4")
relates to the offer by JWGenesis Financial Corp., a Florida corporation (the
"Company" or the "Issuer"), to purchase up to 1,166,667 shares (or such lesser
number of shares as are properly tendered) of its common stock, par value $0.001
per share, at a price of $30.00 per share, net to the seller in cash, without
interest thereon, as specified by stockholders tendering their shares, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 10, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), and is intended to satisfy the reporting requirements
of Section 13(e) of the Securities Exchange Act of 1934, as amended. Copies of
the Offer to Purchase and the related Letter of Transmittal are filed with this
Schedule 13E-4 as Exhibits (a)(1) and (a)(2) hereto, respectively.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is JWGenesis Financial Corp., a Florida
corporation, and the address of its principal executive office is 980 North
Federal Highway, Suite 310, Boca Raton, Florida 33432.
(b) The title of the securities that are the subject of the Offer is the
Company's common stock, par value $0.001 per share (the "Shares"), and the Offer
is for up to 1,166,667 Shares (or such lesser number of Shares as are properly
tendered, but also subject to possible increase by the number of Shares
purchased from Odd Lot Holders (as defined in Section 1 of the Offer to
Purchase) in excess of their pro rata amount in the event of an oversubscription
of the Offer) at a price of $30.00 per Share, net to the seller in cash, without
interest thereon, as specified by stockholders tendering their Shares. The Offer
is being made to all holders of Shares, including officers, directors and
affiliates of the Company. As of January 7, 2000, there were issued and
outstanding a total of 6,266,095 Shares, and options or other rights to purchase
or acquire an aggregate of 1,688,462 additional Shares that are now or will
become exercisable prior to 5:00 P.M., Eastern Time, on Friday, February 11,
2000, or such later date to which the Company may extend the Offer. The Company
has been advised that each of its directors and executive officers who owns
Shares intends to tender Shares pursuant to the Offer using the Formulaic Number
approach described in Sections 1 and 10 of the Offer to Purchase, which would
result in each such person selling between 14.7% and 18.6% of his Shares.
(c) The information set forth in Section 7 of 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) The information set forth in Section 8 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in Section 2 of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
2
<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in "Summary" and Section 9 of the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth in "Summary" and Section 9 of the Offer to
Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in Section 11 of the Offer to Purchase is
incorporated herein by reference.
(d) None.
(e) The information set forth in the entire Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Summary Advertisement to be published.
(a)(8) Draft of Press Release proposed to be issued on January 11, 2000.
3
<PAGE>
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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: January 10, 2000 JWGENESIS FINANCIAL CORP.
By:/s/ Joel E. Marks
------------------------------------------
Joel E. Marks
Vice Chairman and Chief Operating Officer
4
<PAGE>
EXHIBIT INDEX
EXHIBIT
Number DESCRIPTION
- ------- -----------
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Summary Advertisement to be published.
(a)(8) Draft of Press Release proposed to be issued on January 11, 2000.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
5
<PAGE>
Exhibit (A)(1)
JWGENESIS FINANCIAL CORP.
Offer to Purchase for Cash
Up to 1,166,667 Shares of its Common Stock
At a Purchase Price, Net
of $30.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
TIME, ON FRIDAY, FEBRUARY 11, 2000, UNLESS THE OFFER IS EXTENDED.
JWGenesis Financial Corp., a Florida corporation (the "Company"), hereby
invites its stockholders to tender shares of its common stock, par value
$0.001 per share (the "Shares"), to the Company at a price of $30.00 per
Share, net to the seller in cash, without interest thereon (the "Purchase
Price"), upon the terms and subject to the conditions set forth in this Offer
to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer").
The Company will, upon and subject to the conditions of the Offer, purchase
up to 1,166,667 Shares (or such lesser number of Shares as are properly
tendered) at the Purchase Price, representing up to 18.6% of the outstanding
Shares. All Shares properly tendered and not properly withdrawn will be
purchased at the Purchase Price, provided that if more than 1,166,667 Shares
are validly tendered, the Company will purchase Shares on a pro rata basis.
Shares not purchased because of proration will be returned. See Section 14.
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 traded under the symbol "JWG" on the American Stock Exchange
("AMEX"). On January 7, 2000, the last sale price of the Shares as reported by
the AMEX was $26.63 per share. Stockholders are urged to obtain current market
quotations for the Shares. See Section 7.
The Board of Directors of the Company has approved the Offer. However,
neither the Company nor its Board of Directors is recommending that any
stockholders tender or refrain from tendering any Shares. The Company has been
advised that each of its directors and executive officers who owns Shares
intends to tender Shares pursuant to the Offer using the Formulaic Number
approach described in Section 1, which would result in each such person
selling between 14.7% and 18.6% of his holdings (depending solely upon whether
other persons exercise outstanding options before the expiration date of the
Offer and tender some or all of those resulting outstanding Shares in the
Offer). See Section 10. Each stockholder must decide whether to tender Shares
and, if so, how many Shares to tender.
TO PROPERLY TENDER SHARES, STOCKHOLDERS MUST COMPLETE, SIGN, AND DELIVER
THE LETTER OF TRANSMITTAL.
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 American Stock Transfer & Trust Co. (the
"Information Agent") at its address and telephone number set forth on the back
cover of this Offer to Purchase.
January 10, 2000
<PAGE>
IMPORTANT
Any stockholder wishing to tender all or any part of such stockholder's
Shares should either (1) complete and sign a Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and in Section 1 hereof, and (a) mail or deliver such Letter of
Transmittal, together with any required signature guarantee and any other
required documents, to American Stock Transfer & Trust Co. (the "Depositary"),
and mail or deliver the certificates for such Shares to the Depositary
(together with any other documents required by the Letter of Transmittal) or
(b) tender such Shares pursuant to the procedure for book-entry transfer set
forth in Section 3, or (2) request such stockholder's broker, dealer,
commercial bank, trust company, or other nominee to effect the transaction for
such stockholder. A stockholder having Shares registered in the name of a
broker, dealer, commercial bank, trust company, or other nominee must contact
such person if they desire to tender their Shares. Any stockholder who desires
to tender Shares and whose certificates for such Shares are not immediately
available or who cannot comply in a timely manner with the procedure for book-
entry transfer, or whose other required documents cannot be delivered to the
Depositary by the expiration of the Offer, must tender such Shares pursuant to
the guaranteed delivery procedure set forth in Section 3.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................. 3
Background and General................................................... 9
The Tender Offer......................................................... 11
1. Terms of the Offer................................................... 11
2. Purpose of the Offer; Certain Effects of the Offer................... 14
3. Procedures for Tendering Shares...................................... 16
4. Withdrawal Rights.................................................... 19
5. Purchase of Shares and Payment of Purchase Price..................... 20
6. Certain Conditions of the Offer...................................... 21
7. Price Range of Shares; Dividends..................................... 23
8. Source and Amount of Funds........................................... 23
9. Certain Information Concerning the Company........................... 23
10. Interests of Directors and Officers; Transactions and Arrangements
Concerning Shares....................................................... 25
11. Effects of the Offer on the Market for Shares; Registration Under the
Exchange Act............................................................ 26
12. Certain Legal Matters; Regulatory Approvals.......................... 27
13. Certain United States Federal Income Tax Consequences................ 27
14. Extension of the Offer; Termination; Amendment....................... 29
15. Fees and Expenses.................................................... 30
16. Miscellaneous........................................................ 30
</TABLE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON 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.
2
<PAGE>
SUMMARY
References to the "Company" refer to JWGenesis Financial Corp. The following
summary contains basic information about the Offer. It may not contain all the
information that is important to you. For a more complete understanding of the
Offer, you should read this entire document and the documents referred to
herein.
The Company
JWGenesis Financial Corp., a Florida corporation (the "Company"), is a
publicly held, diversified financial services holding company engaged primarily
in securities brokerage and investment banking. Its principal operating
subsidiaries are JWGenesis Securities, Inc., JWGenesis Capital Markets, Inc.,
JWGenesis Financial Services, Inc., and JWGenesis Financial Group, Inc., all of
which are owned through its wholly-owned subsidiary, JWGenesis Financial, Inc.
The Company operates a full-service securities brokerage and investment banking
business that offers "one-stop-shopping" for its customers and clients. The
Company's activities generate revenue primarily in the form of commission and
fee income, market making and principal transactions revenues, and interest
income. The Company also derives revenue from corporate finance and other
capital markets transactions, insurance brokerage services, and consulting
services.
While incorporated as a Florida corporation in January 1998, the Company is
the successor-in-interest--by virtue of a statutory share exchange (which is
similar to a merger) on June 12, 1998--to the business and operations of
JWGenesis Financial, Inc., then known as JWCharles Financial Services, Inc.
("JWCFS"). JWCFS had been incorporated as a Florida corporation in December
1983. As a result of earlier acquisitions by JWCFS, a significant segment of
the Company's business encompasses operations that date back to 1973.
Terms of the Offer
<TABLE>
<C> <S>
Purchase Price........................ All Shares purchased by the Company
will be purchased at the price of
$30.00 per Share.
Number of Shares...................... 1,166,667 Shares (or such lesser
number of Shares as are properly
tendered), subject to possible
increase by the number of Shares
purchased from Odd Lot Holders in
excess of their pro rata amount in the
event of an oversubscription of the
Offer.
How to Tender Shares.................. See Section 3. Contact the Information
Agent or consult your broker for
assistance.
Proration............................. See "The Tender Offer--Terms of the
Offer--Proration and Calculation of
Total Shares Tendered". If the
aggregate number of Shares properly
tendered and not properly withdrawn
exceeds 1,166,667, tendered Shares
will be subject to proration.
Brokerage Commissions................. None, for registered stockholders who
tender their Shares directly to the
Depositary. Stockholders holding
Shares through brokers or banks are
urged to consult the brokers or banks
to determine whether transaction costs
are applicable if stockholders tender
Shares through the brokers or banks
and not directly to the Depositary.
Stock Transfer Tax.................... None, if payment is made to the
registered holder of Shares.
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
Expiration Date....................... Friday, February 11, 2000, at 5:00
P.M., Eastern Time, unless the Offer
is extended by the Company.
Payment Date.......................... As soon as practicable after the
termination of the Offer.
Position of the Board of Directors.... The Board of Directors of the Company
has approved the Offer. However, the
Board of Directors is not recommending
that any stockholder tender or refrain
from tendering any Shares. The Company
has been advised that each of its
directors and executive officers who
owns Shares intends to tender Shares
pursuant to the Offer using the
Formulaic Number approach described in
Section 1, which would result in each
such person selling between 14.7% and
18.6% of his holdings (depending
solely upon whether other persons
exercise outstanding options before
the expiration date of the Offer and
tender some or all of these resulting
outstanding Shares in the Offer). See
Section 10. Each stockholder must
decide whether to tender Shares and,
if so, how many Shares to tender.
Withdrawal Rights..................... Tendered Shares may be withdrawn at
any time prior to 5:00 P.M., Eastern
Time, on Friday, February 11, 2000,
unless the Offer is extended by the
Company, and, unless previously
purchased, after 5:00 P.M., Eastern
Time, on Monday, March 13, 2000. See
Section 4.
Odd Lots.............................. There will be no proration of Shares
tendered by any stockholder owning
beneficially or of record less than
100 Shares, if the stockholder validly
tenders all Shares owned by the
stockholder and completes the section
entitled "Odd Lots" in the Letter of
Transmittal. See Section 1.
</TABLE>
4
<PAGE>
Summary Historical Financial Information
On June 12, 1998, the Company succeeded to the business and operations of
JWCFS, and acquired the business and operations of Genesis Merchant Group
Securities, LLC ("Genesis"), in a combination transaction (the "Combination").
The following summary historical financial information relating to periods
before June 12, 1998 is derived solely from the financial statements of JWCFS
for such periods. On March 3, 1999, the Company divested Genesis in a
transaction in which it nonetheless retained Genesis' corporate finance
operations. While the effects of the divestiture have not been material for the
Company's operations, the results of all of Genesis' operations during the
period from the Combination on June 12, 1998 through December 31, 1998, are
included in the following information, and have some impact on its analysis.
Also, as discussed elsewhere herein, on June 1, 1999, the Company consummated
the JWG Clearing Sale and ceased all securities brokerage clearing operations.
See Section 9. The results of those operations are reflected in certain of the
following information and have a significant impact on its analysis. See
"Summary Unaudited Pro Forma Financial Information--JWG Clearing Sale."
<TABLE>
<CAPTION>
Nine Months
Ended September 30, Year Ended December 31,
------------------------ -----------------------
1999 1998 1998 1997
---------- ---------- ----------- -----------
(In thousands, except share data)
<S> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues.................... $ 136,967(a) $ 81,000 $ 118,890 $ 97,182
Income before income taxes.. 32,289(a) 5,918 11,053 9,792
Net income.................. 19,659(a) 3,552 6,632 6,103
Net income per share
Basic...................... 3.41 0.81 1.38 1.77
Diluted.................... 3.02 0.72 1.25 1.50
Weighted average common
shares
Basic...................... 5,756,227 4,395,018 4,813,643 3,443,141
Diluted.................... 6,499,069 4,938,635 5,317,368 4,069,594
<CAPTION>
At September 30, At December 31,
------------------------ -----------------------
1999 1998 1998 1997
---------- ---------- ----------- -----------
(In thousands, except share data)
<S> <C> <C> <C> <C>
Statements of Financial
Condition Data:
Cash and cash equivalents... $ 57,399 $ 12,709 $ 16,978 $ 11,512
Total assets............... 102,865 174,570 180,394 140,732
Short-term borrowings from
banks..................... -- 38,101 16,988 29,423
Notes payable to
affiliates................ -- -- -- 5,113
Total liabilities.......... 33,684 130,042 130,125 116,066
Total stockholders'
equity.................... 69,181 44,528 50,269 24,666
Book value per share........ 11.62 8.39 9.14 6.68
</TABLE>
- ----------------
(a) Includes one-time gains in revenues, income before income taxes, and net
income of $24 million, $20 million, and $12 million, respectively, related
to the sale of JWG Clearing.
5
<PAGE>
Summary Unaudited Pro Forma Financial Information--JWG Clearing Sale and
Divestiture
As discussed elsewhere herein, on June 1, 1999, the Company consummated the
sale of all the stock of its wholly-owned subsidiary JWGenesis Clearing Corp.
("JWG Clearing") (the "JWG Clearing Sale"), prior to which the Company
transferred to one or more of its other subsidiaries all operations, assets,
and personnel of JWG Clearing that were not part of the securities clearing and
execution services business of JWG Clearing. As part of the sale, the Company
ceased and discontinued all such services. See Section 9. Also, on March 3,
1999, the Company consummated a series of transactions (the "Divestiture")
pursuant to which it divested Genesis' brokerage processing services and
related San Francisco-based operations and retained only the corporate finance
operations of Genesis.
The following unaudited pro forma statement of operations data gives effect
to the JWG Clearing Sale and the Divestiture as if they had occurred on
December 31, 1998. This unaudited pro forma financial information is presented
for informational purposes only, and is not necessarily indicative of the
financial position or results of operations that would have occurred, nor is it
necessarily indicative of future financial conditions or operating results. In
each case, this summary unaudited pro forma financial information should be
read in conjunction with the Company's historical financial information above
and as referenced in Section 9.
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999
(unaudited)
---------------------------------------
The Company Adjustments
As Reported and Eliminations Pro Forma
----------- ---------------- ----------
(in thousands of dollars, except per
share amounts)
<S> <C> <C> <C>
Statement of Operations Data:
Revenues............................... $ 136,967 $(39,376) $ 97,591
Expenses............................... 104,678 (17,010) 87,668
---------- -------- ----------
Income (loss) before income taxes...... 32,289 (22,366) 9,923
Provision (benefit) for income taxes... 12,630 (8,749) 3,881
---------- -------- ----------
$ 19,659 $(13,618) $ 6,041
========== ======== ==========
Net income per common share
Basic................................ $ 3.41 $ -- $ 1.06
Diluted.............................. $ 3.02 $ -- $ 0.94
Weighted average common shares
Basic................................ 5,756,000 (47,000) 5,709,000
Diluted.............................. 6,499,000 (47,000) 6,452,000
</TABLE>
6
<PAGE>
Summary Unaudited Pro Forma Financial Information--JWG Clearing Sale and
Divestiture (continued)
The following unaudited pro forma statement of operations data gives effect
to the JWG Clearing Sale and the Divestiture as if they had occurred on
December 31, 1997. This unaudited pro forma financial information is presented
for informational purposes only, and is not necessarily indicative of the
financial position or results of operations that would have occurred, nor is it
necessarily indicative of future financial conditions or operating results. In
each case, this summary unaudited pro forma financial information should be
read in conjunction with the Company's historical financial information above
and as referenced in Section 9.
<TABLE>
<CAPTION>
Year Ended December 31, 1998
---------------------------------------
The Company Adjustments
As Reported and Eliminations Pro Forma
----------- ---------------- ----------
(in thousands of dollars, except per
share amounts)
<S> <C> <C> <C>
Statement of Operations Data:
Revenues............................... $ 118,890 $(31,721) $ 87,169
Expenses............................... 107,837 (31,191) 76,646
---------- -------- ----------
Income (loss) before income taxes...... 11,053 (530) 10,523
Provision (benefit) for income taxes... 4,421 (198) 4,223
---------- -------- ----------
Net income (loss)...................... $ 6,632 $ (332) $ 6,300
========== ======== ==========
Net income per common share
Basic................................ $ 1.38 -- $ 1.21
Diluted.............................. $ 1.25 -- $ 1.11
Weighted average common shares
Basic................................ 4,814,000 383,000 5,197,000
Diluted.............................. 5,317,000 383,000 5,700,000
</TABLE>
7
<PAGE>
Summary Unaudited Pro Forma Financial Information--Tender Offer
The following unaudited pro forma statement of operations data of the
Company for the nine months ended September 30, 1999 gives effect to the Offer,
assuming all 1,166,667 Shares were purchased by the Company as of January 1,
1999, and the following unaudited pro forma statement of financial condition
data gives effect to the Offer, assuming all 1,166,667 Shares were purchased by
the Company at September 30, 1999. All such data assume no exercise of any
outstanding options since September 30, 1999. This summary unaudited pro forma
financial information should be read in conjunction with the Company's
historical financial information above.
The Company presents this unaudited pro forma financial information for
information purposes only. It does not necessarily indicate the financial
position or operating results that would have occurred if all 1,166,667 Shares
were purchased by the Company as of the dates indicated, nor does it
necessarily indicate the Company's future operating results or financial
condition.
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999
--------------------------------------
Adjustments
Historical and Eliminations Pro Forma
---------- ---------------- ----------
(in thousands, except share data)
<S> <C> <C> <C>
Pro Forma Statement of Operations Data:
Net income............................. $ 19,659 $ (801) $ 18,858
Earnings per common share
Basic................................. 3.41 -- 4.10
Diluted............................... 3.02 -- 3.54
Number of shares outstanding:
Basic................................. 5,756,227 1,166,667 4,589,560
Diluted............................... 6,499,069 1,166,667 5,332,402
</TABLE>
<TABLE>
<CAPTION>
At September 30, 1999
-------------------------------------
Adjustments
Historical and Eliminations Pro Forma
---------- ---------------- ---------
(in thousands, except share data)
<S> <C> <C> <C>
Pro Forma Statement of Financial
Condition Data:
Total assets........................... $102,865 $(35,100) $67,765
Cash and cash equivalents.............. 57,399 (35,100) 22,299
Total liabilities...................... 33,684 -- 33,684
Total stockholders' equity............. 69,181 (35,100) 34,081
Book value per share................... 11.62 -- 7.12
</TABLE>
8
<PAGE>
BACKGROUND AND GENERAL
JWGenesis Financial Corp., a Florida corporation (the "Company"), invites
its stockholders to tender shares of its common stock, par value $0.001 per
share (the "Shares"), to the Company at a price of $30.00 per Share, net to
the seller in cash, without interest thereon (the "Purchase Price"), upon the
terms and subject to the conditions set forth in this Offer to Purchase (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer").
The Company will, upon and subject to the conditions of the Offer, purchase up
to 1,166,667 Shares (or such lesser number of Shares as are properly tendered)
at the Purchase Price. All Shares properly tendered and not properly withdrawn
will be purchased, provided that if more than 1,166,677 Shares are validly
tendered, the Company will purchase the Shares on a pro rata basis. Shares not
purchased because of proration will be returned.
Reasons for the Offer
On June 1, 1999, the Company sold its operating subsidiary JWGenesis
Clearing Corp. ("JWG Clearing") to Fiserv Clearing, Inc. ("Fiserv Clearing")
for approximately $59 million in cash, which represented a premium of
approximately $40 million to JWG Clearing's book value. JWG Clearing had
functioned primarily as the Company's securities clearing, execution, and back
office service unit, and the Company had determined that it was not in its
long-term best interest to remain in that business. The substantial amount of
cash received from the sale exceeds the amount required for the normal
operation of the Company's business. The Company used a portion of the cash to
repay debt, pay incentive bonuses, participate in the mvp.com venture (as
further discussed herein), and to pay income taxes; however, management
believed that the Company had approximately $35 million of excess cash that it
needed to employ efficiently and effectively in order to produce returns on
equity and earnings per share at the levels desired by the Company.
The Company considered various alternatives for utilizing the excess
capital resulting from the sale, including potential acquisition and joint
venture opportunities. However, no opportunities were available that
management believed would enhance value for the Company's stockholders. Since
the sale of JWG Clearing, the Company's senior management has explored various
possibilities for utilizing the excess capital to deliver value to the
stockholders, if no suitable acquisition or other company-level opportunity
was identified. Management considered a possible special cash dividend to the
stockholders, but the automatic federal income taxation of such a dividend as
ordinary income to the stockholders would have made it unattractive for many
of the stockholders in comparison to other possible options. Management also
considered an open-market repurchase program by the Company, which would
permit stockholders whose Shares were purchased over the course of such a
program to be taxed on any gain at capital gains rates. However, the
relatively low volume of trading in the Shares, together with the limitations
and strict requirements under applicable securities laws for an open-market
repurchase program, would not have permitted the Company to purchase the
target number of Shares on the desired timetable. Management determined that a
tender offer would provide the best opportunity for the Company to utilize the
amount of cash, within the time frame that the Company desired, in a
transaction structure that would treat all of its stockholders who choose to
participate on an equal basis (without regard to possible fluctuations in
trading volumes and prices for the Shares in day-to-day trading on the AMEX)
and also that would, if certain conditions are met, provide an opportunity for
the gain realized by the stockholders whose Shares are purchased to be taxed
at capital gains rates (which would be more favorable rates for many
stockholders) rather than at ordinary income rates that would apply to a cash
dividend. While there is no assurance that the conditions necessary for such
capital gains tax treatment will be met, as discussed in Section 13,
management believed that the likelihood that such conditions might be met was
sufficiently high to recommend a tender offer transaction to the Board of
Directors.
On December 14, 1999, the Company's Board of Directors approved the Offer
and authorized the Company to proceed with its commencement, granting
authority to the Company's Chairman and Vice Chairman to select the ultimate
dates for commencement and expiration of the Offer and to set the final
pricing terms in light of trading price information immediately preceding
commencement of the Offer. On January 10, 2000, the Company's Chairman and
Vice Chairman set the final terms of the Offer.
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The Company believes that the Offer will result in a balance sheet and
capital structure more consistent with the size and volume of the Company's
current operations, including its corporate finance, capital markets, and
underwriting activities, and will have the effect of increasing return on
equity and earnings per share, assuming continuing profitability at
approximately current levels. The Company also believes that the use of funds
for the Offer will have no material impact on its ability to continue its
corporate finance, capital markets, and underwriting activities at current
levels and to expand such activities if attractive opportunities arise in the
foreseeable future. The Company's Board of Directors also believes that the
Company's financial condition and outlook, as well as current market
conditions (including recent trading prices of the Common Stock), make this an
attractive time for the Company to repurchase a portion of the Shares.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to sell those Shares for cash, at
a price close to recent market prices, without the usual transaction costs
associated with open market sales and without the risk that an attempt to sell
a significant number of Shares might depress the market prices for Shares
prevailing prior to the announcement of the Offer. The Offer also allows
stockholders to sell a portion of their Shares while retaining a continuing
equity interest in the Company. Stockholders who determine not to accept the
Offer will realize a proportionate increase in their relative equity interest
in the Company, and thus in the Company's future earnings and assets, subject
to the Company's right to issue additional Shares and other equity securities.
In determining whether to tender Shares pursuant to the Offer, stockholders
should consider the possibility that they may be able to sell their Shares in
the future on the AMEX or otherwise, including in connection with a sale of
the Company, at a net price higher than the Purchase Price. See Section 7. The
Company can give no assurance, however, as to the price at which a stockholder
may be able to sell non-tendered Shares in the future.
Forward-Looking Statements
Certain statements and information contained in this Offer to Purchase,
including, but not limited to, Sections 2 and 9, may be "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. Those
statements involve numerous risks and uncertainties. Typically, such
information or statements contain the words "believes", "anticipates",
"intends", "expects", or similar words. In any event, any information or
statements made in this Offer to Purchase that are not statements of
historical fact are forward-looking statements. Such forward-looking
statements in this Offer to Purchase, and others that the Company or its
representatives make, are based on a number of assumptions and involve risks
and uncertainties. Consequently, actual results could differ materially. For
information as to the factors which could cause such results to differ, see
"Certain Matters Regarding Forward Looking Statements" in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. See "Background and
General--Additional Information."
Additional Information
The Company is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files 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 stockholders and filed with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 2120, Washington, D.C. 20549; at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
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 Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains a web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding registrants that file
electronically with the Commission.
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THE TENDER OFFER
1.Terms of the Offer
The Company invites its stockholders to tender Shares to the Company at the
Purchase Price of $30.00 per Share, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal. The
Company will, upon and subject to the conditions of the Offer, purchase up to
1,166,667 Shares (or such lesser number of Shares as are properly tendered) at
the Purchase Price. All Shares properly tendered and not properly withdrawn
will be purchased, provided that if more than 1,166,667 Shares are validly
tendered, the Company will purchase the Shares on a pro rata basis. Shares not
purchased because of proration will be returned.
This Offer to Purchase and the related Letter of Transmittal is being
mailed to record holders of the Shares, and is being furnished to brokers,
banks, and similar persons whose names, or the names of whose nominees, appear
on the Company's stockholder 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.
General. Upon the terms and subject to the conditions of the Offer, the
Company will purchase 1,166,667 Shares (the "Maximum Purchase Amount") or such
lesser number of Shares as are properly tendered (and not properly withdrawn
in accordance with Section 4) prior to the Expiration Date (as defined below)
at $30.00 per Share, net to the seller in cash, without interest thereon. If a
number of Shares exceeding the Maximum Purchase Amount is properly tendered
and not properly withdrawn by the Expiration Date (an "Oversubscription"), the
purchase of Shares by the Company will be subject to proration, with the
possible exception of certain Odd Lot situations as discussed below.
THE OFFER IS NOT CONDITIONED ON THE TENDER OF ANY MINIMUM NUMBER OF SHARES,
BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
Shares properly tendered pursuant to the Offer and not properly withdrawn
will be purchased upon the terms and subject to the conditions of the Offer,
including the proration provisions. All Shares tendered and not purchased
pursuant to the Offer, including Shares not purchased because of proration,
will be returned to the tendering stockholders at the Company's expense as
promptly as practicable following the Expiration Date.
Tendering stockholders who hold Shares in their own name and who tender
their Shares directly to the Depositary 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
pursuant to the Offer. Stockholders holding Shares through brokers or banks
are urged to consult the brokers or banks to determine whether transaction
costs are applicable if stockholders tender Shares through the brokers or
banks and not directly to the Depositary. HOWEVER, ANY TENDERING STOCKHOLDER
OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN, AND RETURN TO THE DEPOSITARY THE
SUBSTITUTE FORM W-9 THAT IS INCLUDED AS PART OF THE LETTER OF TRANSMITTAL MAY
BE SUBJECT TO REQUIRED FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE
GROSS PROCEEDS PAYABLE TO THE TENDERING STOCKHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTION 3. The Company will pay all fees and expenses, incurred
in connection with the Offer, of American Stock Transfer & Trust Co., in its
roles as the Depositary and Paying Agent and the Information Agent. See
Section 15.
"Expiration Date" means 5:00 P.M., Eastern Time, on Friday, February 11,
2000, 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. If (a) (i) the
Company increases the price to be paid for Shares above $30.00 per Share or
decreases the price to be paid for Shares below $30.00 per Share, (ii) the
Company increases the number of Shares being sought in the Offer, or (iii) the
Company decreases the number of Shares being sought, and (b) 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 notice of such
increase or decrease is first published,
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sent, or given in the manner specified in Section 14, then the Offer will be
extended until the expiration of such period of ten business days. See Section
14 for a description of the Company's right to extend, delay, terminate, or
amend the Offer.
Priority of Purchases. If there is an Oversubscription of the Offer--that
is, more than the Maximum Purchase Amount has been properly tendered and not
properly withdrawn prior to the Expiration Date--the Company will purchase
properly tendered Shares on the basis set forth below:
(a) first, all Shares properly tendered and not properly withdrawn
prior to the Expiration Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares owned beneficially or of record by such Odd
Lot Holder (tenders of less than all the Shares owned by such Odd Lot
Holder will not qualify for this preference), and
(2) completes the section entitled "Odd Lots" in the Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery;
and
(b) second, after the purchase of all of the foregoing Shares, all
other Shares properly tendered and not properly withdrawn prior to the
Expiration Date, on a pro rata basis (with appropriate adjustments to avoid
purchases of fractional Shares), as described below. The Company may
increase the number of Shares purchased above the Maximum Purchase Amount
by the number of Shares from Odd Lot Holders that exceeds the amount that
would have been purchased from such holders on a pro rata basis.
Provided, however, that the Company will not make any purchases of Odd Lots in
their entirety as described in clause (a) if, as a direct result thereof, the
Company is aware that any corporate United States Holder (as defined in
Section 13) from whom Shares are purchased would not experience a net decrease
in such corporate United States Holder's percentage ownership of the
outstanding Shares immediately following the consummation of the Offer.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any stockholder who tenders any Shares
beneficially owned and who, as a result of proration, would then beneficially
own an aggregate of fewer than 100 Shares; provided, however, that the Company
will not make such purchases if, as a direct result thereof, the Company is
aware that any corporate United States Holders from whom Shares are purchased
would not experience a net decrease in such corporate United States Holder's
percentage ownership of the outstanding Shares immediately following the
consummation of the Offer.
Odd Lots. For purposes of the Offer, an "Odd Lot" means an aggregate of
fewer than 100 Shares. An "Odd Lot Holder" refers to a person who owns,
beneficially or of record, an Odd Lot of Shares, and so certifies in the
appropriate place in the Letter of Transmittal and, if applicable, in the
Notice of Guaranteed Delivery, and properly tenders and does not properly
withdraw all such Shares in the Offer. As described above, Odd Lots may be
accepted for payment before proration, if any, of the purchase of other
tendered Shares. The preference for Odd Lot Holders in the event of an
Oversubscription will not be available to partial tenders or to beneficial or
record holders of an aggregate of 100 or more Shares, even if these holders
have separate accounts or certificates representing fewer than 100 Shares.
By accepting the Offer, an Odd Lot Holder who holds Shares in its name and
tenders its Shares directly to the Depositary would not only avoid the payment
of brokerage commissions, but also would avoid any applicable odd lot
discounts in a sale of the holder's Shares in the open market.
Proration and Calculation of Total Shares Tendered. If there is an
Oversubscription of the Offer--that is, more than the Maximum Purchase Amount
has been properly tendered and not properly withdrawn prior to the Expiration
Date--Shares will be accepted subject to proration based on the respective
numbers of Shares so tendered by stockholders. The Company will determine the
number of Shares properly tendered and the applicable proration factor as soon
as practicable following the Expiration Date.
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In Box A of the Letter of Transmittal, stockholders are given the option to
tender either (a) a specific and definite number of Shares (in the aggregate,
the "Definite Amount") or (b) a formulaic number of Shares (the "Formulaic
Number") that will yield, including in the event of an Oversubscription, a
specific percentage of the Shares that they own (the "Target Tender
Percentage"), relative to the number of total Shares outstanding, on the
Expiration Date, as the number of Shares (the "Target Tender Amount") to be
accepted for payment. Stockholders electing to tender a Formulaic Number of
their Shares must complete the portions of Box A of the Letter of Transmittal
that indicate the total number of Shares owned by such stockholder. Each
stockholder electing to tender a Formulaic Number of Shares must also
authorize and permit the Company to confirm the information concerning his or
her total ownership of Shares in Box A of the Letter of Transmittal.
If all stockholders were to tender all of their Shares, the Offer would be
oversubscribed and, excluding the effect of Odd Lot Holders, the proration
factor (a) would be 18.6% of both the number of Shares tendered and the number
of Shares outstanding (the latter as of January 7, 2000, assuming no exercise
of any stock options or warrants or other rights for the purchase of Shares
that are presently exercisable or that will be exercisable prior to the
Expiration Date of the Offer ("Immediately Exercisable Options")), (b) would
be 14.7% assuming the exercise of all Immediately Exercisable Options and the
tender of all the resulting outstanding Shares, or (c) would be between 14.7%
and 18.6% if some but not all Immediately Exercisable Options were exercised
and all of those resulting outstanding Shares were tendered. In order to
permit any and all stockholders to have that percentage of their Shares
accepted for payment in the event of such an Oversubscription, without having
to tender all of their Shares in order to protect against a proration factor
that applicable provisions under Rule 13e-4(f) require be based on the number
of Shares each person tenders (as opposed to owns), the Company has devised
the Formulaic Number approach for tendering Shares, based on 18.6% as the
Target Tender Percentage.
Accordingly, calculating the number of Shares tendered may require a two-
step process. In the first step, the Shares properly tendered by specific
number will be totaled to derive the Definite Amount, and the Definite Amount
will be added to the preliminary number of Shares properly tendered by the
Formulaic Number approach, using for that purpose 18.6% as the Target Tender
Percentage to determine the Target Tender Amount of Shares deemed to be
tendered by stockholders using the Formulaic Number approach. If that sum is
equal to or less than the Maximum Purchase Amount, there will be no
Oversubscription, and all such Shares can be accepted for payment. However, if
that sum is greater than the Maximum Purchase Amount, there will be an
Oversubscription, and a second step will be applied to calculate the number of
Shares deemed to be tendered. In the second step, the aggregate number of
Shares deemed to be properly tendered by the Formulaic Number approach will be
equal to the Target Tender Amount divided by a fraction, the numerator of
which is equal to the Maximum Purchase Amount minus the Target Tender Amount,
and the denominator of which is equal to the Definite Amount; provided,
however, that the maximum number of Shares deemed to be tendered by any
stockholder using the Formulaic Number approach would be the total number of
Shares owned by that stockholder.
Because of the difficulty in determining the number of Shares properly
tendered (including Shares tendered by guaranteed delivery procedures, as
described in Section 3) and not properly withdrawn, and because of the Odd Lot
procedure, the Company does not expect that it will be able to announce the
final proration factor or commence payment for any Shares purchased pursuant
to the Offer until approximately seven business days after the Expiration
Date. The preliminary results of the Offer will be announced by press release
as promptly as practicable after the Expiration Date. Stockholders may obtain
preliminary information, including about possible proration calculations, from
the Information Agent.
As described in Section 13, the number of Shares that the Company will
purchase from a stockholder pursuant to the Offer may affect the federal
income tax consequences to the stockholder of such purchase and, therefore,
may be relevant to a stockholder's decision whether to tender Shares. Each
stockholder should consult his or her own tax advisor as to the particular
federal income tax consequences to that stockholders of tendering Shares
pursuant to the Offer, and the applicability and effect of any state, local,
or foreign tax laws and recent changes in applicable tax laws.
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Additional Matters Concerning the Formulaic Number Approach. If, between
January 7, 2000 and the Expiration Date, no additional Shares have been issued
that might be tendered pursuant to the Offer, then stockholders properly
tendering Shares pursuant to the Formulaic Number approach will have accepted
for payment 18.6% of their total number of Shares owned, regardless of the
number of Shares tendered by other persons. However, if additional Shares were
to be issued (whether as a result of the exercise of Immediately Exercisable
Options or otherwise) and properly tendered, that percentage could be reduced
as a result. Because the Company does not contemplate the issuance of any
additional Shares before the Expiration Date (other than pursuant to the
possible exercise by persons of Immediately Exercisable Options), the lowest
amount to which the percentage of the total number of Shares owned by
stockholders using the Formulaic Number approach would be reduced for
acceptance pursuant to the Offer is 14.7%.
In deciding whether to use the Formulaic Number approach, stockholders
should consider carefully the following matters:
. If there is not an Oversubscription, the Formulaic Number approach would
result in the stockholder having tendered (and being paid for) only
18.6% of the stockholder's total number of Shares owned. If a
stockholder desires an opportunity to have more than that percentage of
its Shares accepted and paid for in the Offer, that stockholder should
not use the Formulaic Number approach.
. On the other hand, if there is an Oversubscription, the Formulaic Number
approach will result in a stockholder being paid for the maximum
possible number of its Shares as a result of required proration, without
the stockholder having to tender a larger number of its Shares than it
actually wants to be accepted in order to guard against the effect of
proration if there is an Oversubscription.
. If a stockholder were to tender more Shares than it actually wants to be
accepted (in an effort to guard against the effect of proration), and
there is not an Oversubscription, then the Company would be entitled to
accept all of the tendered Shares that are not properly withdrawn before
the Expiration Date.
. If a stockholder simply desires to maximize the number of its Shares
that are accepted and paid for in the Offer, then such stockholder
should not use the Formulaic Number approach, but should tender by
specific number all of that stockholder's Shares; recognizing that, if
there is not an Oversubscription, then all of that Stockholder's Shares
could be accepted and paid for by the Company, and the person would no
longer own any Shares in the Company.
2. Purpose of the Offer; Certain Effects of the Offer
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to sell those Shares for cash, at
a price close to recent market prices, without the usual transaction costs
associated with open market sales and without the risk that an attempt to sell
a significant number of Shares might depress the market prices for Shares
prevailing prior to the announcement of the Offer. In addition, Odd Lot Holders
who hold Shares in their names and tender their Shares directly to the
Depositary (and whose Shares are thereafter purchased pursuant to the Offer)
not only will avoid the payment of brokerage commissions, but also will avoid
any applicable odd lot discounts payable on a sale of their Shares in an AMEX
transaction. The Offer also allows stockholders to sell a portion of their
Shares while retaining a continuing equity interest in the Company.
Stockholders who determine not to accept the Offer will realize a proportionate
increase in their relative equity interest in the Company, and thus in the
Company's future earnings and assets, subject to the Company's right to issue
additional Shares and other equity securities.
As discussed earlier, the Company believes that, as a result of its June 1,
1999 sale of JWG Clearing, it has approximately $35 million of excess cash that
it has not been able, and may not be able for the foreseeable future, to employ
efficiently and effectively to produce returns on equity and earnings per share
at the levels desired by the Company. See "Background and General--Reasons for
the Offer". The Company considered various alternatives for utilizing the
excess capital resulting from the sale, including potential acquisition and
joint venture opportunities; however, no suitable opportunities were available
that management believed would enhance value for the Company's stockholders.
Management subsequently determined that an issuer tender offer provided the
best opportunity for the
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Company to utilize such excess cash, within the time frame that the Company
desires, in a transaction structure that would treat all of its stockholders
who choose to participate on an equal basis (without regard to possible
fluctuations in trading volumes and prices for the Shares in day-to-day trading
on the AMEX) and also that would, if certain conditions are met, provide an
opportunity for the gain realized by the stockholders whose Shares are
purchased to be taxed at capital gains rates (which would be more favorable
rates for many stockholders) rather than at ordinary income rates that would
apply to a cash dividend. There is no assurance, however, that the conditions
necessary for such capital gains tax treatment will be met. See Section 13.
The Company is making this Offer because it believes the purchase of Shares
at the Purchase Price will (a) provide value to its stockholders; (b)
reconfigure the Company's balance sheet to provide a higher return on equity;
and (c) afford to those stockholders who desire liquidity an opportunity to
sell a significant amount of Shares at a price close to recent market prices
and without the usual transaction costs associated with open market sales. See
"Background and General--Reasons for the Offer". The Company believes that the
Offer will result in a capital structure more consistent with the size and
volume of the Company's current operations, including its corporate finance,
capital markets, and underwriting activities, and will have the effect of
increasing return on equity and earnings per share, assuming continuing
profitability at approximately current levels. The Company also believes that
the use of funds for the Offer will have no material impact on its ability to
continue its corporate finance, capital markets, and underwriting activities at
current levels and to expand such activities if attractive opportunities arise
in the foreseeable future.
The funds required to complete the Offer and pay related expenses will be
provided from cash available as a result of the sale of JWG Clearing. The Offer
is not subject to the Company's receipt of financing. See Section 8.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, THE
BOARD OF DIRECTORS MAKES NO RECOMMENDATION TO STOCKHOLDERS AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING THEIR SHARES, AND NO PERSON IS AUTHORIZED TO
MAKE ANY SUCH RECOMMENDATION ON BEHALF OF THE COMPANY. THE COMPANY HAS BEEN
ADVISED THAT EACH OF ITS DIRECTORS OR EXECUTIVE OFFICERS WHO OWNS SHARES
INTENDS TO TENDER SHARES PURSUANT TO THE OFFER USING THE FORMULAIC NUMBER
APPROACH, WHICH WOULD RESULT IN SUCH PERSON SELLING BETWEEN 14.7% AND 18.6% OF
HIS HOLDINGS (DEPENDING SOLELY UPON WHETHER OTHER PERSONS EXERCISE OUTSTANDING
OPTIONS BEFORE THE EXPIRATION DATE AND TENDER SOME OR ALL OF THE RESULTING
OUTSTANDING SHARES IN THE OFFER. SEE SECTION 10. STOCKHOLDERS ARE URGED TO
EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT WITH THEIR OWN
INVESTMENT AND TAX ADVISORS, AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
The Company may in the future purchase additional Shares on the open market,
in private transactions, through tender offers, or otherwise, subject to the
approval of the Board of Directors. However, Rule 13e-4 under the 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 that the Company acquires pursuant to the Offer will cease to be
outstanding for any purpose, and will be canceled and restored to the status of
authorized but unissued, so that they thereafter will be available for the
Company to issue in accordance with routine corporate and other legal
requirements for any and all lawful corporate purposes, such as the exercise of
options, the acquisition of other businesses, the raising of additional capital
for use in the Company's business, and the satisfaction of obligations under
existing or future employee benefit plans. The Company has no current plans for
the issuance of Shares repurchased pursuant to the Offer by the Company;
however, any such issuance (except as required by applicable law or the rules
applicable to companies with shares traded on the AMEX or any other securities
exchange on which the Shares may be listed) would not require approval by the
stockholders.
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Except as disclosed in this Offer to Purchase, the Company currently has no
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (f)
any other material change in the Company's corporate structure or business; (g)
any change in the Company's Amended and Restated Articles of Incorporation or
Bylaws or other actions that may impede the acquisition of control of the
Company by any person; (h) a class of equity security of the Company being
delisted from a national securities exchange or ceasing to be authorized for
quotation in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity security of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
3. Procedures for Tendering Shares
Proper Tender of Shares. For Shares to be tendered properly pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedure for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
a 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 its address set forth on the back cover of this Offer to
Purchase, or (b) the tendering stockholder must comply with the guaranteed
delivery procedure set forth below. Certificates for Shares, together with a
properly completed Letter of Transmittal and any other documents required by
the Letter of Transmittal, must be delivered to the Depositary and not to the
Company. Any such documents delivered to the Company might not be forwarded to
the Depositary and, if not, will not be deemed to be properly tendered.
In Box A of the Letter of Transmittal, stockholders will be given the option
to tender either (a) a specific and definite number of Shares or (b) a
Formulaic Number that will yield, in the event of an Oversubscription, the
Target Tender Amount for such stockholders (that is, between 14.7% and 18.6% of
the respective total numbers of Shares owned by such stockholders). Each
stockholder electing to tender a Formulaic Number of Shares must complete the
portion of Box A of the Letter of Transmittal that indicates the total number
of Shares owned by such stockholder and grant the Company access to information
about the stockholder's beneficial ownership of Shares in order for the Company
to confirm such total number.
A stockholder who owns an "Odd Lot" of Shares, and who seeks to qualify for
the preferential treatment available to Odd Lot Holders in the event of an
Oversubscription of the Offer as discussed in Section 1, must tender all such
Shares and must complete the section captioned "Odd Lots" in the Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
Stockholders who hold Shares through brokers or banks are urged to consult
such brokers or banks to determine whether transaction costs are applicable if
stockholders tender shares through such brokers or banks and not directly to
the Depositary.
Signature Guarantees and Method of Delivery. 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, then 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 guaranteed by an Eligible Institution (as
defined below). No signature guarantee is required if: (a) 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 (the "Book-Entry Transfer Facility") 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
16
<PAGE>
Instructions" or the box entitled "Special Payment Instructions" on the Letter
of Transmittal; or (b) Shares are tendered for the account of a bank, broker,
dealer, credit union, savings association, or other entity that is a member in
good standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association, or other entity that is an
"eligible guarantor institution," as such term is defined in Rule 17Ad-15 under
the Exchange Act (each of the foregoing constituting an "Eligible
Institution"). See Instruction 1 of the Letter of Transmittal.
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 the book-entry
transfer of the Shares into the Depositary's account at the Book-Entry Transfer
Facility as described above), a properly completed and duly executed Letter of
Transmittal (or a 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 stockholder.
If delivery is made by mail, then 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 the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing the
Book-Entry Transfer 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 the Book-Entry Transfer Facility, either (a) 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 its address set forth on the back cover of this Offer to Purchase
prior to the Expiration Date, or (b) the guaranteed delivery procedure
described below must be followed. Delivery of the Letter of Transmittal and any
other required documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Federal Income Tax Backup Withholding. Under the federal income tax backup
withholding rules, unless an exemption applies under the applicable law and
regulations, 31% of the gross proceeds payable to a stockholder or other payee
pursuant to the Offer must be withheld and remitted to the Internal Revenue
Service ("IRS"), unless the stockholder or other payee provides its taxpayer
identification number (employer identification number or social security
number) to the Depositary (as payor) and certifies under penalties of perjury
that such number is correct. Therefore, each tendering stockholder should
complete and sign the Substitute Form W-9 included as part of the Letter of
Transmittal so as to provide the information and certification necessary to
avoid backup withholding unless such stockholder otherwise establishes to the
satisfaction of the Depositary that the stockholder is not subject to backup
withholding. If the Depositary is not provided with the correct taxpayer
identification number, the United States Holder (as defined in Section 13
herein) may be subject to penalties imposed by the IRS. If withholding results
in an overpayment of taxes, a refund may be obtained. Certain "exempt
recipients" (including, among others, all corporations and certain Non-United
States Holders (as defined in Section 13 herein)) are not subject to these
backup withholding and information reporting requirements. In order for a Non-
United States Holder to qualify as an exempt recipient, that stockholder must
submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of
perjury, attesting to that stockholder's exempt status. Such forms can be
obtained from the Depositary. See Instruction 11 of the Letter of Transmittal.
TO PREVENT FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH BACKUP
WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION
17
<PAGE>
BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED AS PART OF THE LETTER OF
TRANSMITTAL.
Withholding For Non-United States Holders. Even if a Non-United States
Holder has provided the required certification to avoid backup withholding, the
Depositary will withhold federal income taxes equal to 30% of the gross
payments payable to a Non-United States Holder or his agent, unless the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because the
gross proceeds are effectively connected with the conduct of a trade or
business within the United States. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a Non-United States Holder must deliver
to the Depositary before the payment a properly completed and executed IRS Form
1001. 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 Non-United States
Holder must deliver to the Depositary a properly completed and executed IRS
Form 4224. The Depositary will determine a stockholder's status as a Non-United
States Holder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A Non-United States Holder may be eligible
to obtain a refund of all or a portion of any tax withheld if such Non-United
States Holder meets those tests described in Section 13 that would characterize
the exchange as a sale (as opposed to a dividend) or is otherwise able to
establish that no tax or a reduced amount of tax is due.
NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION OF FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and the stockholder's certificates for the Shares are not immediately
available or cannot be delivered to the Depositary prior to the Expiration Date
(or the procedure for book-entry transfer 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, the Shares may nevertheless be
tendered, provided that all of the following conditions are satisfied:
(a) the tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, overnight courier, or
facsimile transmission, on or prior to the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form the Company has provided with this Offer to Purchase, including
(where required) a signature guarantee by an Eligible Institution in the
form set forth in such Notice of Guaranteed Delivery; and
(c) the certificates for all tendered Shares, in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation")), 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 AMEX trading days
after the date of receipt by the Depositary of the Notice of Guaranteed
Delivery.
Return of Tendered Shares. If any tendered Shares are not purchased, or if
less than all Shares evidenced by a stockholder'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 transfer at the Book-Entry Transfer Facility, the Shares
will be credited to the appropriate account maintained by the tendering
stockholder at the Book-Entry Transfer Facility, in each case without expense
to the stockholder.
Options. The Company is not offering, as part of the Offer, to purchase any
Options, which term, for purposes of the Offer, includes all outstanding stock
options, warrants and other rights to purchase Shares, and
18
<PAGE>
no tender of an Option will be accepted. Holders of Options who wish to
participate in the Offer must first exercise their Options and purchase Shares
in accordance with the terms of such Options, and then tender the Shares
pursuant to the Offer. In no event are any Options to be delivered to the
Depositary in connection with a tender of Shares hereunder. An exercise of an
Option cannot be revoked even if Shares received upon the exercise and tendered
in the Offer are not purchased in the Offer for any reason.
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 for Shares that are accepted, and the
validity, form, eligibility (including time of receipt), and acceptance for
payment 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 proper form or the acceptance for payment
of 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 defect or irregularity in any tender with
respect to any particular Shares or any particular stockholder, and the
Company's interpretation of the terms of the Offer will be final and binding on
all parties. No tender of Shares will be deemed to have been properly made
until all defects or irregularities have been cured by the tendering
stockholder 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 Stockholder'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 stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to the Company that (a) the stockholder has a net
long position in the Shares or equivalent securities at least equal to the
Shares tendered within the meaning of Rule 14e-4 promulgated by the Commission
under the Exchange Act and (b) the tender of Shares complies with Rule 14e-4.
It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender
Shares for that person's own account unless, at the time of tender and at the
end of the period during which Shares are accepted (including any extensions
thereof), the person so tendering (a) has a net long position equal to or
greater than the amount of (i) Shares tendered or (ii) other securities
convertible into or exchangeable or exercisable for the Shares tendered and
will acquire the Shares for tender by conversion, exchange, or exercise and (b)
will deliver or cause to be delivered the Shares 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 stockholder and the Company upon the
terms and conditions of the Offer.
4. Withdrawal Rights
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are 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 5:00 P.M., Eastern Time, on Monday, March 13, 2000.
For a withdrawal to be effective, a notice of withdrawal must be in written,
telegraphic, telex, or facsimile transmission form and must be received in a
timely manner by the Depositary at its address set forth on the back cover of
this Offer to Purchase. Any such notice of withdrawal must specify the name of
the tendering stockholder, the number of Shares to be withdrawn and the name of
the registered holder of such Shares. 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 stockholder must also
submit the serial numbers shown on the particular certificates for Shares to be
withdrawn, and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution (except in the case of Shares tendered for the
account of an Eligible Institution). If Shares have been tendered pursuant to
the procedure for book-entry transfer set forth in Section 3, the notice of
withdrawal also must specify the name and the number of the account at the
Book-Entry Transfer
19
<PAGE>
Facility to be credited with the withdrawn Shares and must otherwise comply
with such Book-Entry Transfer Facility's procedures. All questions as to the
form and validity (including the time of receipt) of any notice of withdrawal
will be determined by the Company, in its sole discretion, which determination
shall be final and binding. 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.
Withdrawals may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer, unless
the withdrawn Shares are properly retendered prior to the Expiration Date by
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 stockholders
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, as promptly as
practicable following the Expiration Date, the Company will purchase and pay
the $30.00 per share Purchase Price for all of the Shares accepted for payment
and not withdrawn pursuant to the Offer. For purposes of the Offer, the Company
will be deemed to have accepted for payment (and therefore purchased) Shares
that are properly tendered and not properly withdrawn (subject to the proration
provisions of the Offer) only when, as, and if it gives oral or written notice
to the Depositary of its acceptance of the Shares for payment pursuant to the
Offer.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which is
also serving as agent for tendering stockholders for the purpose of receiving
payment from the Company and transmitting payment to the tendering stockholders
(in such capacity, the "Paying Agent").
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 business days after the Expiration Date.
Certificates for all Shares tendered and not purchased, including all Shares
not purchased due to proration, will be returned (or, in the case of Shares
tendered by book-entry transfer, will be credited to the account maintained
with the Book-Entry Transfer Facility by the participant therein who so
delivered the Shares) to the tendering stockholder at the Company's expense as
promptly as practicable after the Expiration Date or termination of the Offer
without expense to the tendering stockholders. Under no circumstances will
interest on the Purchase Price be paid by the Company by reason of any delay in
making payment. In addition, if certain events occur, the Company may not be
obligated to purchase Shares pursuant to the Offer. See Section 6.
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 the other person), payable on account of the
transfer to the person will be deducted from the Purchase Price, unless
satisfactory evidence of the payment of the stock transfer taxes, or exemption
therefrom, is submitted. See Instruction 7 of the Letter of Transmittal.
20
<PAGE>
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN,
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER
OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX BACKUP WITHHOLDING
OF 31% OF THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES FOR NON-UNITED STATES HOLDERS.
6.Certain Conditions of the Offer
Notwithstanding any other provision of the Offer, the Company will 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, if at any time on or after January 10, 2000 and
prior to the Expiration Date any of the following events shall have occurred
(or shall have been determined by the Company to have occurred) that, in the
Company's judgment 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 acceptance for payment:
(a) there shall have been threatened, instituted, or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority, tribunal, or any other person, domestic
or foreign, before any court, authority, agency, or tribunal that directly
or indirectly (i) challenges the making of the Offer, the acquisition of
some or all of the Shares pursuant to the Offer, or otherwise relates in
any manner to the validity of the Offer, or (ii) in the Company's sole
judgment, could materially and adversely affect the business, condition
(financial or other), income, operations, or prospects of the Company and
its subsidiaries, taken as a whole, 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 contemplated benefits of the
Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order, or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced, or deemed to be applicable to the Offer or the Company
or any of its subsidiaries, by any court or any authority, agency, or
tribunal, as the case may be, that, in the Company's sole judgment, would
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 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 impair the contemplated
benefits of the Offer to the Company, or (iv) materially and adversely
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;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market, (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (iii) the commencement of a war, armed hostilities, or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory, or administrative agency or authority on, or any
event that, in the Company's sole judgment, might affect, the extension of
credit by banks or other lending institutions in the United States, (v) any
significant decrease 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, in the sole judgment of the Company, have a
material adverse effect on the Company's business, operations, or prospects
or the trading in the Shares, (vi) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof, or (vii) 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 January 7, 2000;
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<PAGE>
(d) a tender or exchange offer for any or all of the Shares (other than
the Offer), or any merger, business combination, or other similar
transaction with or involving the Company or any subsidiary, shall have
been proposed, announced, or made by any person;
(e) (i) any entity, "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) or person shall have acquired or proposed to acquire
beneficial ownership of more than 5% of the outstanding Shares (other than
any such person, entity, or group who has filed a Schedule 13D or Schedule
13G with the Commission on or before January 7, 2000), (ii) any such
entity, group or person who has filed a Schedule 13D or Schedule 13G with
the Commission on or before January 7, 2000 shall have acquired or proposed
to acquire beneficial ownership of an additional 2% or more of the
outstanding Shares, or (iii) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, or made a public announcement
reflecting an intent to acquire the Company or any of its subsidiaries or
any of their respective assets or securities other than in connection with
a transaction authorized by the Board of Directors of the Company;
(f) any change or changes shall have occurred in the business,
financial condition, assets, income, operations, prospects, or stock
ownership of the Company or its subsidiaries that, in the Company's sole
judgment, is or may be material to the Company or its subsidiaries; or
(g) the Company determines that the consummation of the Offer and the
purchase of Shares may cause the Shares to be delisted from the AMEX or to
be eligible for deregistration under the Exchange Act.
The foregoing conditions, except for condition (g), are for the sole benefit
of the Company and may be asserted by the Company regardless of the
circumstances (including any action or omission 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.
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<PAGE>
7.Price Range of Shares; Dividends
The Shares trade on the AMEX under the symbol "JWG". The following table
sets forth, for the periods indicated, the quarterly high and low sales price
information related to trading in the Shares (and, for the period prior to its
replacement of its predecessor JWCFS as the public company on June 12, 1998,
the shares of common stock of JWCFS) on the AMEX or on The Nasdaq Small-Cap
Market (where such shares were previously traded prior to the listing on the
AMEX on May 8, 1997). Such information has been obtained from AMEX or Nasdaq,
respectively. All per share prices have been adjusted to reflect the Company's
three-for-two stock split effected in the form of a 50% stock dividend on
February 7, 1997.
<TABLE>
<CAPTION>
Sales Price
-------------
Year High Low
---- ------ ------
<S> <C> <C>
1997
First Quarter................................................ $12.50 $ 7.17
Second Quarter............................................... 10.13 6.00
Third Quarter................................................ 8.88 7.25
Fourth Quarter............................................... 15.88 8.38
1998
First Quarter................................................ $13.75 $11.38
Second Quarter............................................... 12.75 9.88
Third Quarter................................................ 11.50 6.13
Fourth Quarter............................................... 7.75 5.25
1999
First Quarter................................................ $13.75 $ 5.94
Second Quarter............................................... 21.63 10.00
Third Quarter................................................ 19.00 13.82
Fourth Quarter............................................... 29.75 13.25
First Quarter (through January 7, 2000)...................... $29.75 $25.13
</TABLE>
On January 7, 2000, the last reported sale price of the Shares was $26.63.
Stockholders are urged to obtain current market quotations for the Shares.
The Company has not paid any cash dividends.
8.Source and Amount of Funds
If the Company purchases the Maximum Purchase Amount pursuant to the Offer
at the Purchase Price, the Company expects the aggregate cost, including all
fees and expenses applicable to the Offer, to be approximately $35,100,000. The
Company will fund the purchase of Shares pursuant to the Offer, and the payment
of related fees and expenses, from cash available as a result of the sale of
JWG Clearing. See "Background and General--Reasons for the Offer".
9.Certain Information Concerning the Company
General. The Company is a publicly held, diversified financial services
holding company engaged primarily in securities brokerage and investment
banking. Its principal operating subsidiaries are JWGenesis Securities, Inc.,
JWGenesis Capital Markets, Inc., JWGenesis Financial Services, Inc. (formerly
Corporate Securities Group, Inc.), and JWGenesis Financial Group, Inc.
(formerly GSG Securities, Inc.), all of which are owned through its wholly-
owned subsidiary, JWGenesis Financial, Inc. The Company operates a full-service
securities brokerage and investment banking business that offers "one-stop-
shopping" for its customers and clients.
JWGenesis Securities is a New York Stock Exchange ("NYSE") member firm with
branch offices in South Florida, California, Georgia, and New York. JWGenesis
Securities' branches are typically owned and managed by the Company, and its
brokers are "full-service" oriented and receive compensation packages that are
23
<PAGE>
competitive with most regional and national wire-house brokerage firms.
JWGenesis Capital Markets is a New York-based firm that specializes in
investment banking services. JWGenesis Financial Services, Inc., a National
Association of Securities Dealers, Inc. ("NASD") member firm, is a general
securities broker dealer that offers a full array of investment products and
services to a variety of clients through a national network of independently
owned offices. JWGenesis Financial Services, Inc.'s offices vary in size from
one investment professional to many. JWGenesis Financial Group, Inc., also a
NASD member firm, is a general securities broker dealer that offers a full
array of investment products and services primarily through its branch offices
located in Colorado, California, Florida, and Illinois. JWGenesis Financial
Group, Inc. brokers are "full service" oriented and receive compensation
packages that are competitive with most similarly situated firms. Another of
the Company's subsidiaries, DMG Securities, Inc., also is engaged in the
securities brokerage business.
The Company's activities generate revenue primarily in the form of
commission and fee income, market making and principal transactions revenues,
and interest income. The Company also derives revenue from corporate finance
and other capital markets transactions, insurance brokerage services, and
consulting services.
While incorporated as a Florida corporation in January 1998, the Company is
the successor-in-interest--by virtue of a statutory share exchange (which is
similar to a merger) on June 12, 1998--to the business and operations of
JWGenesis Financial, Inc., then known as JW Charles Financial Services, Inc.
JWCFS had been incorporated as a Florida corporation in December 1983. As a
result of earlier acquisitions by JWCFS, a significant segment of the Company's
business encompasses operations that date back to 1973.
Financial Information. Certain selected historical and pro forma financial
information for the Company, as excerpted or derived from financial information
presented in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, or in its Quarterly Report on Form 10-Q for the nine months
ended September 30, 1999, is set forth in the "Summary" section of this Offer
to Purchase. Such information is qualified in its entirety by reference to such
Forms 10-K and 10-Q, and the other documents, financial information, and
related notes contained therein, which have been filed with the Commission and
are hereby incorporated by reference. Such reports and other documents may be
obtained from the Commission in the manner set forth above under "Background
and General--Additional Information".
Certain Recent Developments. Set forth below are certain recent developments
affecting the Company's business and prospects:
(a) mvp.com. In August 1999, the Company and John Elway announced their
formation of mvp.com, initially as a 50/50 joint venture between them, to
establish an Internet business. In November and December 1999, the Company
and Mr. Elway entered into a series of transactions, led by Benchmark
Capital Partners III, L.P. ("Benchmark Capital"), which resulted in the
formation of a new entity ("New MVP") that acquired the name MVP.com and
included the addition of several new participants in the venture. These new
participants included Benchmark Capital, Freeman Spogli & Co., Michael
Jordan, Wayne Gretzky, Galyan's Trading Company, Sportsline.com, Inc., CBS
Corporation, and John Costello, New MVP's Chief Executive Officer. The
Company will receive, for an aggregate investment of approximately $3
million, shares of preferred stock in New MVP which, allowing for the
issuance of shares reserved for future use to recruit additional sponsoring
athletes and management team members, will be convertible into
approximately 5% of New MVP's common stock.
As part of the above transactions, New MVP raised over $65 million from
Benchmark Capital, Freeman Spogli & Co., and others. New MVP is
establishing an alliance with CBS Corporation that will provide $85 million
in advertising, promotion, and other consideration over a period of four
years, in exchange for an equity stake in New MVP; and New MVP will acquire
and operate the online retail business of SportsLine.com, publisher of CBS
SportsLine. The companies have entered into an exclusive, 10-year, $120
million marketing arrangement, and SportsLine.com will have an equity
interest in New MVP. The agreements with CBS and SportsLine.com are subject
to, among other things, the negotiation and execution of a definitive
agreement and their receipt of requisite corporate and regulatory
approvals.
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<PAGE>
In the future, the Company may consider and effect a transaction that
could result in the Company's distribution, directly or indirectly, of some
or all of its shares of stock in New MVP to the Company's stockholders. If,
subsequent to consummation of the Offer, the Company determines to make
such a distribution, the distribution would be made pro rata to
stockholders based on their ownership of Shares at that time. Accordingly,
a stockholder's acceptance of this Offer and tender of Shares that results
in a reduction of the stockholder's percentage ownership of Shares relative
to other stockholders in the future would reduce such stockholder's
participation in any such possible future distribution. The Company has
considered such a possible distribution in the past, but does not presently
intend to make any distribution of its shares in New MVP. A variety of
factors would affect any future consideration of that possibility,
including contractual restrictions on transfers by the Company of its New
MVP stock to non-affiliates and market conditions affecting the prospects
of New MVP as well as the market for the Company's Shares.
(b) Corporate Spokesman Arrangement with John Elway. In August 1999,
the Company also announced that Mr. Elway had entered into a five-year
employment agreement to serve as a corporate spokesman for its financial
services business. Mr. Elway's compensation for such services consists
entirely of options to purchase 500,000 Shares, at a price of $13.40 per
share, which was the market price of the common stock when Mr. Elway
indicated his intent to negotiate a binding agreement. (Mr. Elway
subsequently assigned 50,000 of those options to other parties.) In
addition to requiring personal appearances by Mr. Elway at certain of the
Company's functions and promotional events, Mr. Elway's employment
agreement contains non-competition provisions and grants the Company a non-
exclusive license to use Mr. Elway's name, image, and likeness for
promotional purposes. The license expires on July 15, 2004, or, if Mr.
Elway earlier terminates the employment agreement for cause, then six
months thereafter.
(c) The JWG Clearing Sale. As discussed earlier, on June 1, 1999, the
Company consummated a Stock Purchase Agreement with Fiserv, Inc. ("Fiserv")
and its wholly owned subsidiary Fiserv Clearing, Inc. ("Fiserv Clearing")
for the sale of the Company's operating subsidiary JWGenesis Clearing Corp.
("JWG Clearing") to Fiserv Clearing for approximately $59 million in cash.
See "Background and General--Reasons for the Offer". In connection with the
sale, (i) the Company entered into a Transition Services Agreement,
pursuant to which it is continuing to provide certain assistance and
services to JWG Clearing and Fiserv Clearing, and is permitting JWG
Clearing and Fiserv Clearing to use certain of its facilities during a
transition period for a monthly fee approximating its costs; (ii) the
Company agreed not to compete for ten years in the securities clearing and
execution business and not to solicit personnel of JWG Clearing or Fiserv
and its affiliates; and (iii) the Company agreed, subject to certain
limitations and exclusions (primarily related to its independent contractor
registered representatives, possible future acquisitions, and a one-year
phase-in period), to use and cause its subsidiaries and affiliates to use
the clearing services of designated Fiserv affiliates for at least 90% of
their securities brokerage transactions, and, in the case of its
independent contractor registered representatives, to impose a surcharge on
certain such transactions that are not cleared through a Fiserv affiliate,
during the 10-year period following the sale. The Company has the right,
however, to be released from the above obligations to use Fiserv affiliates
or to impose a surcharge by repaying to Fiserv a portion of the sales price
based on a prescribed formula that takes into account the price paid in the
sale and the amount of clearing services business then being generated by
the Company or its affiliate seeking the release.
As a result of the sale and the above agreements, the Company ceased
providing clearing services, both to third party correspondents (such as
broker dealers, banks, and other financial institutions) and for its own
securities brokerage transactions. Detailed information about the sale of
JWG Clearing, including pro forma financial information that gives effect
to that transaction, is included in the Company's Current Reports on Form
8-K and Form 8-K/A, each dated June 1, 1999, filed with the Commission on
June 15, 1999 and August 13, 1999, respectively. See "Background and
General--Additional Information".
10.Interest of Directors and Officers; Transactions and Arrangements Concerning
Shares
As of January 7, 2000, the Company had 6,266,095 issued and outstanding
Shares, and there were 1,688,462 Shares covered by Immediately Exercisable
Options with a weighted average exercise price of $12.61. The 1,166,667
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<PAGE>
Shares that the Company is offering to purchase represents approximately 18.6%
of the Shares outstanding on January 7, 2000 (approximately 14.7% assuming
exercise of all Immediately Exercisable Options).
As of January 7, 2000, the Company's directors and executive officers as a
group (six persons) beneficially owned an aggregate of 1,696,627 Shares,
representing approximately 27.2% of the outstanding Shares, assuming no
exercise by such persons of their Immediately Exercisable Options. Such
persons also hold, as of January 7, 2000, an aggregate of 23,436 Immediately
Exercisable Options, any or all of which could be exercised, and the
underlying Shares tendered, in connection with the Offer. Each of the
Company's executive officers and directors who owns Shares has advised the
Company that he intends to tender Shares pursuant to the Offer by using the
Formulaic Number approach, which would result in each such person selling
between 14.7% and 18.6% of his holdings (depending solely on whether other
persons exercise outstanding options before the Expiration Date of the Offer
and tender some or all of those resulting outstanding shares in the Offer).
On December 21, 1999, Marshall T. Leeds, the Chairman of the Board and
Chief Executive Officer of the Company, acquired 150,000 Shares through the
exercise of previously outstanding options. The purchase price for such Shares
was paid by Mr. Leeds on a cashless basis through his delivery to the Company
of 40,704 previously owned Shares, resulting in a net addition of 109,296
Shares. The average exercise price per Share for the transaction was $6.78. On
December 21, 1999, Joel E. Marks, the Company's Vice Chairman and Chief
Operating Officer, acquired 52,500 Shares through the exercise of previously
outstanding options. The purchase price for such Shares was paid by Mr. Marks
on a cashless basis through his delivery to the Company of 14,247 previously
owned Shares, resulting in a net addition of 38,253 Shares. The average
exercise price per Share for the transaction was $6.78. On December 21, 1999,
Gregg S. Glaser, the Company's Chief Financial Officer, acquired 20,000 Shares
through the exercise of previously outstanding options. The purchase price for
such Shares was paid by Mr. Glaser on a cashless basis through his delivery to
the Company of 8,400 previously owned Shares, resulting in a net addition of
11,600 Shares. The average exercise price per Share for the transaction was
$10.50.
In addition, in January 2000, Mr. Glaser purchased 370 Shares through the
Company's Employee Stock Purchase Plan, and Jeffrey Lehman, a member of the
Company's Board of Directors, purchased 285 Shares under such plan. All such
shares were acquired at a purchase price of $13.39 per share.
Based on the Company's records and on information provided to the Company
by its directors, executive officers, and subsidiaries, other than the
foregoing transactions, neither the Company, nor any associate or subsidiary
of the Company nor, to the best of the Company's knowledge, any of the
directors or executive officers of the Company or any of its subsidiaries, nor
any associates or subsidiaries of any of the foregoing, has effected any
transactions involving the Shares during the 40 business days prior to the
date hereof.
Except as otherwise described herein, neither the Company nor, to the best
of the Company's knowledge, any of its affiliates, 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 or with respect to any securities of the Company, 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.
11.Effects of the Offer on the Market for Shares; Exchange Act Registration
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 stockholders. 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 AMEX, 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 that exchange. Moreover, the Company will
not consummate the Offer and purchase Shares if such delisting will result
therefrom.
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<PAGE>
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. 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; in any event, the Company
will not seek any such deregistration as a result of the Offer.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
12.Certain Legal Matters; Regulatory Approvals
The Company is not aware of any license or regulatory permit that appears to
be material to the Company's business that might be adversely affected by the
Company's acquisition of Shares as contemplated herein, or of any approval or
other action by any government or governmental, administrative, or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein.
Should any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it might become required to delay the acceptance for
payment of or payment for Shares tendered pursuant to the Offer pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or can be taken or would be obtained
or taken without substantial conditions, or that the failure to obtain any such
approval or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept for
payment and pay for Shares is subject to certain conditions. See Section 6.
13.Certain Federal Income Tax Consequences
The following summary describes the principal federal income tax
consequences to United States Holders (as defined below) of the sale of Shares
tendered pursuant to the Offer. Those stockholders who do not tender Shares in
the Offer should not incur any federal income tax liability as a result of the
Offer. This summary is based upon the Internal Revenue Code of 1986, as amended
to the date hereof (the "Code"), existing and proposed United States Treasury
Regulations promulgated thereunder, published rulings, administrative
pronouncements, and judicial decisions, changes to which could affect the tax
consequences described herein (possibly on a retroactive basis).
This summary addresses only Shares held as capital assets within the meaning
of Section 1221 of the Code. It does not address all of the tax consequences
that might be relevant to particular stockholders in light of their personal
circumstances, or to certain types of stockholders (such as certain financial
institutions, dealers or traders in securities or commodities, insurance
companies, "S" corporations, expatriates, tax-exempt organizations, Non-United
States Holders (as defined below), persons who are subject to alternative
minimum tax, or persons who hold Shares as a position in a "straddle" or as
part of a "hedging" or "conversion" transaction or that have a functional
currency other than the United States dollar). This summary might not be
applicable with respect to Shares acquired as compensation (including Shares
acquired upon the exercise of stock options or which were or are subject to
forfeiture restrictions). This summary also does not address the state, local
or foreign tax consequences of participating in the Offer. Each holder of
Shares should consult such holder's tax advisor as to the particular
consequences to such holder of participation in the Offer.
A "United States Holder" is a holder of Shares that for United States
federal income tax purposes is (a) a citizen or resident of the United States,
(b) a corporation or partnership created or organized in or under the laws of
the United States or any State or division thereof (including the District of
Columbia), (c) an estate, the income of which is subject to United States
federal income taxation regardless of its source, or (d) a trust (i) the
administration over which a United States court can exercise primary
supervision and (ii) all of the substantial decisions of which one or more
United States persons have the authority to control, and certain other trusts
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<PAGE>
considered United States Holders for federal income tax purposes. A "Non-United
States Holder" is a holder of Shares other than a United States Holder.
An exchange of Shares for cash pursuant to the Offer will be a taxable
event. A United States Holder participating in the exchange will be treated
either as having sold Shares or as having received a dividend distribution from
the Company.
Non-Corporate Holders. In the case of any United States Holder that is a not
a corporation for United States federal income tax purposes, the cash received
should qualify as a "partial liquidation" under Code section 302(b)(4), and the
exchange treated as a sale of the Shares exchanged. Accordingly, such a United
States Holder would recognize gain or loss equal to the difference between the
amount of cash received and such holder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss. In the case of
the United States Holder that is an individual, estate, or trust, the maximum
tax rate for such gain will be lower if the United States Holder's holding
period exceeds one year. Limitations apply to the deductibility of capital
losses by corporate and non-corporate United States Holders.
Corporate Holders. The partial liquidation characterization does not apply
to the sale of Shares by a corporate United States Holder. Therefore, a
corporate United States Holder's exchange of Shares for cash pursuant to the
Offer will be treated as a dividend to the extent of the Company's current or
accumulated earnings and profits as determined under Federal income tax
principles, unless the exchange (a) results in a "complete termination" of such
holder's stock interest in the Company under section 302(b)(3) of the Code, (b)
is a "substantially disproportionate" redemption with respect to such holder
under section 302(b)(2) of the Code, or (c) is "not essentially equivalent to a
dividend" with respect to such holder under section 302(b)(1) of the Code. In
determining whether any of these tests have been met, a corporate United States
Holder must take into account not only Shares it actually owns, but also Shares
it constructively owns within the meaning of section 318 of the Code. The
applicable standards for these tests may be summarized as follows:
(a) "Complete Termination" Test--An exchange of Shares by a corporate
United States Holder for cash will be a "complete termination" if either
(i) the holder owns no Shares in the Company either actually or
constructively immediately after the Shares are surrendered pursuant to the
Offer, or (ii) the holder actually owns no Shares in the Company
immediately after the surrender of Shares pursuant to the Offer and, with
respect to Shares constructively owned by the holder immediately after the
Offer, the holder is eligible to waive (and effectively waives)
constructive ownership of all such Shares under procedures described in
Section 302(c) of the Code.
(b) "Substantially Disproportionate" Test--An exchange of Shares for
cash will be "substantially disproportionate" with respect to a United
States Holder if the percentage of the then outstanding Shares actually and
constructively owned by such holder immediately after the exchange is less
than 80% of the percentage of the Shares actually and constructively owned
by such holder immediately before the exchange.
(c) "Not Essentially Equivalent" Test--A corporate United States Holder
will satisfy the "not essentially equivalent to a dividend" test if the
reduction in such holder's proportionate interest in the Company
constitutes a "meaningful reduction" given such holder's particular facts
and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a corporate United States Holder
(i) whose relative stock interest in a publicly held corporation is minimal
and (ii) who exercises no control over corporate affairs, should constitute
such a "meaningful reduction."
If an exchange of Shares for cash by a corporate United States Holder
pursuant to the Offer is not treated as a distribution taxable as a dividend as
a result of meeting one of the above tests, such holder will recognize capital
gain or loss equal to the difference between the amount of cash received and
such holder's adjusted tax basis in the Shares tendered to and accepted by the
Company. Such gain or loss would be long-term capital gain or loss if the
holding period for the Shares exceeded one year. Limitations apply to the
deductibility of capital losses by corporate United States Holders.
If a sale of Shares by a corporate United States Holder as a result of a
tender pursuant to the Offer is treated as a dividend, the corporate United
States Holder might be entitled to claim a deduction equal to 70% of the
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<PAGE>
dividend under Section 243 of the Code, subject to applicable limitations.
However, corporate United States Holders should consider the effect of Section
246(c) of the Code, which disallows the 70% dividends received deduction with
respect to stock that is held for 45 days or less. For this purpose, the length
of time a taxpayer is deemed to have held stock might be reduced by periods
during which the taxpayer's risk of loss with respect the stock is diminished
by reason of the existence of certain options or other transactions. Moreover,
under Section 246A of the Code, if a corporate United States Holder has
incurred indebtedness directly attributable to an investment in Shares, the 70%
dividends-received deduction might be reduced. In addition, amounts received by
a corporate United States Holder pursuant to the Offer that are treated as a
dividend might constitute an "extraordinary dividend" under Section 1059 of the
Code. The "extraordinary dividend" rules of the Code are highly complicated.
Accordingly, any corporate United States Holder that might have a dividend as a
result of the tender and sale of Shares pursuant to the Offer should review the
"extraordinary dividend" rules to determine the applicability and impact of
such rules to it.
Non-United States Holders. See Section 3 with respect to the application of
United States federal income tax withholding to payments made to Non-United
States Holders and the backup withholding tax requirements.
The tax discussion set forth above is included for general information only.
Each stockholder is urged to consult such holder's own tax advisor to determine
the particular tax consequences to such holder of the Offer, including the
applicability and effect of state, local, and foreign tax laws.
14.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 shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open, and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its
sole discretion, to terminate the Offer and not accept for payment or pay for
any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice
of such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares that it has accepted for payment is limited by Rule 13e-4(f)(5)
under the Exchange Act, which requires that the Company pay the consideration
offered or return the Shares tendered promptly after termination or withdrawal
of the Offer.
Subject to compliance with applicable law, the Company further reserves the
right, in its sole discretion, and regardless of whether any of the events set
forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to amend the Offer in any respect (including, without
limitation, by decreasing or increasing the consideration offered in the Offer
to holders of Shares or by decreasing or increasing the number of Shares being
sought in the Offer). Amendments to the Offer may be made at any time and from
time to time effected by public announcement thereof, such announcement, in the
case of an extension, to be issued no later than 9:00 a.m., Eastern Time, on
the next business day after the last previously scheduled or announced
Expiration Date. Any public announcement made pursuant to the Offer will be
disseminated promptly to stockholders in a manner reasonably designed to inform
stockholders of such change. Without limiting the manner in which the Company
may choose to make a public announcement, except as required by applicable law,
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.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) promulgated under the Exchange Act. These rules provide that the
minimum period during which an offer must remain open following material
changes in the terms of the Offer or information concerning the Offer (other
than a change in price or a change in percentage of securities sought) will
depend on the facts and circumstances, including the relative materiality of
such terms or information. If (a) the Company
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<PAGE>
increases or decreases the price to be paid for Shares, or increases or
decreases the number of Shares being sought in the Offer, and (b) 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 14, then the Offer will be extended until the expiration of
such period of ten business days. For the purposes of the Offer, a "business
day" means any day other than a Saturday, Sunday, or Federal holiday and
consists of the time period from 12:01 A.M. through 12:00 Midnight, Eastern
Time.
15.Fees and Expenses
The Company has retained American Stock Transfer & Trust Co. to act as
Information Agent and as Depositary and Paying Agent 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 stockholders to forward materials relating to the Offer to beneficial
owners. For its services in these roles, American Stock Transfer & Trust Co.
will receive reasonable and customary compensation, will be reimbursed by the
Company for certain reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities in connection with the Offer, including certain
liabilities under the federal securities laws.
No fees or commissions will be payable by the Company 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.
Stockholders holding Shares through brokers or banks are urged to consult the
brokers or banks to determine whether transaction costs are applicable if
stockholders tender Shares through such brokers or banks and not directly to
the Depositary. However, the Company, upon request, will reimburse brokers,
dealers, and commercial banks or trust companies for customary mailing and
handling expenses incurred by them in forwarding this Offer to Purchase, the
Letter of Transmittal, and related materials to the beneficial owners of Shares
held by them as a nominee or in a fiduciary capacity. No such 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 above in Section 5
or in Instruction 7 in the Letter of Transmittal.
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 or the acceptance of Shares pursuant
thereto is not in compliance with any valid applicable law, the Company will
make a good faith effort to comply with the applicable law. If, after such good
faith effort, the Company cannot comply with the applicable law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the holders
of Shares in such jurisdiction.
Pursuant to Rule 13e-4 of the Exchange Act, the Company has filed with the
Commission a Schedule 13E-4 that 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 "Background and General--Additional
Information" with respect to information concerning the Company.
JWGENESIS FINANCIAL CORP.
January 10, 2000
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<PAGE>
JWGenesis Financial Corp.
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for Shares and any other
required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company, or nominee to
the Depositary at one of its addresses set forth below.
The Depositary and Paying Agent
and the Information Agent
for the Offer is:
AMERICAN STOCK TRANSFER & TRUST CO.
<TABLE>
<S> <C> <C>
By Mail: By Hand Delivery: By Overnight Delivery:
40 Wall Street 40 Wall Street 40 Wall Street
New York, New York 10005 New York, New York 10005 New York, New York 10005
Attn: Herbert Lemmer Attn: Herbert Lemmer Attn: Herbert Lemmer
</TABLE>
Facsimile Transmission:
(718) 331-1852
(FOR ELIGIBLE INSTITUTIONS ONLY)
Confirm Receipt of Facsimile by Telephone:
(718) 921-8200
Any questions or requests for assistance or 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 numbers and
addresses set forth above. Stockholders may also contact their broker, dealer,
commercial bank, trust company, or nominee for assistance concerning the
Offer. To confirm delivery of Shares, stockholders are directed to contact the
Depositary.
<PAGE>
Exhibit (A)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
JWGenesis Financial Corp.
Pursuant to
Offer to Purchase
Dated January 10, 2000
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME, ON FRIDAY, FEBRUARY 11, 2000,
UNLESS EXTENDED (THE "EXPIRATION DATE"). SHARES TENDERED PURSUANT TO THE OFFER
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST CO.
<TABLE>
<S> <C> <C>
By Mail: By Hand Delivery: By Overnight Delivery:
40 Wall Street 40 Wall Street 40 Wall Street
New York, New York 10005 New York, New York 10005 New York, New York 10005
Attn: Herbert Lemmer Attn: Herbert Lemmer Attn: Herbert Lemmer
</TABLE>
Facsimile for Eligible Institutions:
(718) 331-1852
To confirm fax only:
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED ON PAGE 6 BELOW AND COMPLETE AND
SIGN THE SUBSTITUTE FORM W-9 PROVIDED ON PAGE 7.
THE INSTRUCTIONS BEGINNING ON PAGE 8 SHOULD BE READ
CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL
IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made
by book-entry transfer to an account maintained by the Depositary at The
Depository Trust Company or the Philadelphia Depository Trust Company (each, a
"Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase. Stockholders who deliver Shares by book-
entry transfer are referred to herein as "Book-Entry Stockholders", and other
stockholders who deliver Shares are referred to herein as "Certificate
Stockholders". Stockholders whose certificates for Shares are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in Section 3 of the Offer to Purchase) with respect
to, their Shares and all other documents required hereby to the Depositary
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) must tender their Shares in accordance with the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
<PAGE>
Box A
DESCRIPTION OF SHARES TENDERED BY CERTIFICATE(S)*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of Registered Holder(s) Certificate(s) and Share(s) Tendered by
(Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Specific Number Method**
Certificate(s)) (Attach Signed List, if Necessary)
- ------------------------------------------------------------------------------------------------------
Number of Specific
Shares Number
Certificate Evidenced by of Shares
Number(s) Certificate(s) Tendered***
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
<S> <C> <C> <C>
Total Shares
</TABLE>
- --------------------------------------------------------------------------------
Certificate(s) and Share(s) Tendered by Formulaic Number of Shares Method**
(Attach Signed List, if Necessary)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
If you wish to tender a Formulaic Number of Shares, which
will ensure that 18.6% of the Shares you own (subject to
possible reduction down to 14.7%, depending solely upon
whether additional Shares have been issued after January
7, 2000, and tendered pursuant to the Offer) will be
accepted (whether or not there is an oversubscription of Number of
the Offer that requires Shares to be accepted on a Number of Shares Owned by
proration basis), then you must check (X) here [_] and Shares Book-Entry
complete these boxes to represent your total ownership of Certificate Evidenced by (i.e.,
Shares. Number(s) Certificate(s) uncertificated)
--------------------------------------------------
- -------------------------------------------------------------------------------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
By electing to tender a Formulaic Number of
Shares, I hereby authorize and permit the
Company, including through its agent(s), to
confirm the information contained herein
concerning my Share ownership, including by
obtaining beneficial ownership information
from any broker, "street name" holder, or
other nominee who may hold of record Shares
that are beneficially owned by me.
Total Shares Owned:
- --------------------------------------------------------------------------------
* Need not be completed if all Shares are being tendered by book-entry
transfer.
** You must complete either the Specific Number of Shares boxes or the
Percentage of Shares boxes if you wish to tender Shares. See
Instruction 5.
*** Unless otherwise indicated, it will be assumed that all Shares
evidenced by any certificate(s) delivered to the Depositary are being
tendered. See Instruction 4.
2
<PAGE>
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ________________________________________________
Check Box of Book-Entry Transfer Facility:
[_] The Depository Trust Company [_] Philadelphia Depository Trust Company
Account Number _______________________________________________________________
Transaction Code Number ______________________________________________________
[_]CHECK HERE IF 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 Owner(s) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________________
Name of Institution that Guaranteed Delivery _________________________________
If delivered by book-entry transfer, check box of applicable Book-Entry
Transfer Facility:
[_] The Depository Trust Company [_] Philadelphia Depository Trust Company
Account Number _______________________________________________________________
Transaction Code Number ______________________________________________________
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning, beneficially or of record, an aggregate of fewer than 100
Shares. The undersigned (check one box):
[_]is the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[_]is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering, for the beneficial owner(s) thereof, Shares with respect
to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person is the beneficial owner of an aggregate of fewer than 100 Shares
and is tendering all of such Shares.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to JWGenesis Financial Corp., a Florida
corporation (the "Company"), the above described shares of Common Stock, par
value $0.001 per share (the "Shares"), of the Company, pursuant to the
Company's offer to purchase Shares at the price set forth in the Offer to
Purchase dated January 10, 2000 (the "Offer to Purchase"), net to the seller
in cash, in accordance with the terms and conditions of the Offer to Purchase
and this Letter of Transmittal (which, together with any amendments or
supplements thereto or hereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged.
Upon the terms of the Offer, and subject to and effective upon acceptance
for payment of (and payment for) the Shares tendered herewith 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 the Shares that are being tendered
hereby and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any such other Shares or securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an 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 any such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company,
(b) present such Shares for transfer on the Company's books, and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign, and transfer the tendered
Shares, and, when the same are accepted for payment by the Company, the
Company will acquire good title thereto, free and clear of all liens,
restrictions, claims, and encumbrances. The undersigned will, upon request,
execute any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment, and transfer of the
tendered Shares.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy, and legal representatives
of the undersigned and shall not be affected by, and shall survive, the death
or incapacity of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The undersigned understands that the valid tender 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 a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein in Box B--"Special Payment Instructions",
please issue payment of the purchase price (and/or return any certificates for
Shares not tendered or accepted for payment) in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated in Box C--"Special Delivery Instructions", please deliver
payment of the purchase price (and/or return any certificates for Shares not
tendered or accepted for payment, and accompanying documents, as appropriate)
to the address(es) of the registered holder(s) appearing in Box A--
"Description of Shares Tendered by Certificate(s)". If Box B--"Special
Delivery Instructions" or Box C--"Special Payment Instructions" is completed,
please follow the instructions therein with respect to payment of the purchase
price and/or delivery of such payment or other items, as appropriate, in the
name of and to the person or persons so indicated. Unless otherwise indicated
in Box B--"Special Payment Instructions", in the case of a book-entry delivery
of Shares, please credit the account maintained at the Book-Entry Transfer
Facility indicated above with any Shares not accepted for payment. The
undersigned recognizes that the Company has no obligation pursuant to the
Special Payment Instructions to transfer any Shares from the name of the
registered holder thereof if the Company does not accept for payment any of
the Shares so tendered.
4
<PAGE>
Box B Box C
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 9) (See Instructions 1, 6, 7, and 9)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cate(s) for Shares not tendered or cates for Shares not tendered or
not accepted for payment and/or not accepted for payment and/or
the check for the purchase price the check for the purchase price
of Shares accepted for payment are of Shares accepted for payment are
to be issued in the name of some- to be sent to someone other than
one OTHER than the undersigned, or the undersigned or to the under-
if Shares delivered by book-entry signed at an address other than
transfer that are not accepted for that indicated above.
payment are to be returned by
credit to an account maintained at
a Book Entry Transfer Facility
other than the account indicated
above.
Mail check and/or certificate(s)
to:
Name ______________________________
(Please Print)
Address ___________________________
Issue check and/or certificate(s) ___________________________________
to: ___________________________________
(Include Zip Code)
Name ______________________________
(Please Print)
Address ___________________________
___________________________________
___________________________________
(Include Zip Code)
___________________________________
(Tax Identification or Social
Security Number)
[_] Credit unpurchased Shares de-
livered by book-entry transfer
to the Book-Entry Transfer Fa-
cility set forth below.
Check appropriate box:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust
Company
5
<PAGE>
IMPORTANT
SIGN HERE
(Also Please Complete Substitute Form W-9 at the Back of this Letter of
Transmittal)
Signature(s) of Shareholder(s) ______________________________________________
_______________________________________________________
Dated ________________________ , 2000.
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations, or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 6.)
Name(s) _____________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Capacity (Full Title) _______________________________________________________
Address _____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
(Home)
___________________________________________________
(Business)
Taxpayer Identification or Social Security No. ______________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 6)
SPACE BELOW IS FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature ________________________________________________________
Name _______________________________________________________________________
(Please Type or Print)
Address _____________________________________________________________________
(Include Zip Code)
Name of Firm ________________________ Dated _______________________ , 2000
Area Code and Telephone Number of Firm ______________________________________
Signature(s) Guaranteed: ____________________________________________________
IN CERTAIN CIRCUMSTANCES, SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE HOUSES WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). SEE
INSTRUCTIONS 1 AND 6.
6
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 11)
PAYER'S NAME:
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
------------------
Form W-9 Social Security
DEPARTMENT OF Number
or Employer
THE TREASURY
Identification
Number
INTERNAL REVENUE ----------------------------------------------------------
SERVICE
PAYER'S REQUEST PART 2--CHECK HERE IF YOU ARE
FOR TAXPAYER AWAITING YOUR TIN
IDENTIFICATION
NUMBER (TIN) ----------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FROM IS
TRUE, CORRECT, AND COMPLETE.
SIGNATURE DATE _____________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FROM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 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, thirty-one percent (31%) of all reportable issuances made
to me will be withheld until I provide such number.
----------------------------------- -----------------------------------
Signature Date
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signature. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (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) of Shares tendered herewith,
unless such holder(s) has completed either Box B--"Special Delivery
Instructions" or Box C--"Special Payment Instructions" contained herein, or
(b) if such Shares are tendered for the account of (i) a firm that is a member
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc., (ii) a commercial bank or trust company having an
office or correspondent in the United States or (iii) by any other "eligible
guarantor institution", as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each, an "Eligible Institution").
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 6.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if certificates are to be forwarded herewith or if
delivery of Shares is to be made pursuant to the procedures for book-entry
transfer set forth in Section 3 of the Offer to Purchase. For a stockholder
validly to tender Shares pursuant to the Offer, either (a) a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees and any other required
documents, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date and either (i) certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein and a Book-Entry
Confirmation must be received by the Depositary prior to the Expiration Date
or (b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth below and in Section 2 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available,
or who cannot deliver their certificates and all other required documents to
the Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date, may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in Section 2 of the Offer to Purchase. Pursuant
to such procedures, such tender must be made by or through an Eligible
Institution; a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company must be received by
the Depositary prior to the Expiration Date; and the certificates for all
physically delivered Shares (or a Book-Entry Confirmation with respect to all
Shares tendered by book-entry transfer in the Depositary's account at a Book-
Entry Transfer Facility), as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three American Stock Exchange
trading days after the date of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No fractional Shares will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any
right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers, and/or the specific number of Shares should be listed on
a separate schedule attached hereto.
8
<PAGE>
4. Partial Tenders (Applicable to Certain Stockholders Only). If fewer than
all the Shares evidenced by any certificate submitted are to be tendered, then
in Box A either fill in the specific number of Shares that are to be tendered
in either the box entitled "Specific Number of Shares Tendered" or, if
tendering by the Formulaic Number of Shares procedure, complete the
information requested in the boxes under the caption "Certificate(s) and
Share(s) Tendered by Formulaic Number of Shares Method". In any such case, new
certificate(s) for the remainder of the Shares that were evidenced by the old
certificate(s) will be sent to the registered holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the expiration of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
in their entirety by the Specific Number of Shares method, unless otherwise
indicated.
5. Method of Tender. If there is an Oversubscription of the Offer--that is,
more than 1,166,667 Shares (the "Maximum Purchase Amount") have been properly
tendered and not properly withdrawn prior to the Expiration Date--Shares will
be accepted subject to proration based on the respective numbers of Shares so
tendered by stockholders. The Company will determine the number of Shares
properly tendered and the applicable proration factor as soon as practicable
following the Expiration Date.
In Box A, stockholders are given the option to tender either (a) a specific
and definite number of Shares (the "Definite Amount") or (b) a formulaic
number of Shares (the "Formulaic Number") that will yield, including in the
event of an Oversubscription, a specific percentage of the Shares that they
own (the "Target Tender Percentage"), as the number of Shares (the "Target
Tender Amount") to be accepted for payment. Stockholders electing to tender a
Formulaic Number of their Shares must complete the portions of Box A that
indicate the total number of Shares owned by such stockholder.
Accordingly, calculating the number of Shares tendered may require a two-
step process. In the first step, the Shares properly tendered by specific
number will be totaled to derive the Definite Amount, and the Definite Amount
will be added to the preliminary number of Shares properly tendered by the
Formulaic Number approach, using for that purpose 18.6% as the Target Tender
Percentage to determine the Target Tender Amount of Shares deemed to be
tendered by stockholders using the Formulaic Number approach. If that sum is
equal to or less than the Maximum Purchase Amount, there will be no
Oversubscription, and all such Shares can be accepted for payment. However, if
that sum is greater than the Maximum Purchase Amount, there will be an
Oversubscription, and a second step will be applied to calculate the number of
Shares deemed to be tendered. In the second step, the aggregate number of
Shares deemed to be properly tendered by the Formulaic Number approach will be
equal to the Target Tender Amount divided by a fraction, the numerator of
which is equal to the Maximum Purchase Amount minus the Target Tender Amount,
and the denominator of which is equal to the Definite Amount; provided,
however, that the maximum number of Shares deemed to be tendered by any
stockholder using the Formulaic Number approach would be the total number of
Shares owned by that stockholder.
Because of the difficulty in determining the number of Shares properly
tendered (including Shares tendered by guaranteed delivery procedures, as
described in Section 3) and not properly withdrawn, and because of the Odd Lot
procedure, the Company does not expect that it will be able to announce the
final proration factor or commence payment for any Shares purchased pursuant
to the Offer until approximately seven business days after the Expiration
Date. The preliminary results of the Offer will be announced by press release
as promptly as practicable after the Expiration Date. Stockholders may obtain
preliminary information, including about possible proration calculations, from
the Information Agent.
The Formulaic Number approach should not be used unless the stockholder has
read and understands the information discussed in the Offer to Purchase under
Section 1 "--Terms of the Offer--Additional Matters Concerning the Formulaic
Number Approach."
6. Signatures on Letters of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder of the Shares
tendered hereby, the signature must correspond with the name as written on the
face of the certificate(s), without any change whatsoever.
9
<PAGE>
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
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 as there are different registrations of
certificates.
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, such persons should so indicate when signing, and proper evidence
satisfactory to the Company of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to (or
certificates for Shares not tendered or accepted for payment are to be issued
to) a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of certificates listed, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as
the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
7. Stock Transfer Taxes. The Company will pay any stock transfer taxes with
respect to the transfer and sale of Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such person)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted. Except as provided in this Instruction 7, it
will not be necessary for transfer tax stamps to be affixed to the
certificates listed in this letter of transmittal.
8. Odd Lots. As described in Section 1 of the Offer to Purchase, if there
is an Oversubscription (as defined in Section 1 of the Offer to Purchase) of
the Offer, the Shares purchased first will consist of all Shares properly
tendered by any stockholder who owned, beneficially or of record, an aggregate
of fewer than 100 Shares, and who tenders all of such holder's Shares;
provided, however, that the Company will not make any purchases of Odd Lots in
their entirely as described above if, as a direct result thereof, the Company
is aware that any corporate United States Holder (as defined in Section 13 of
the Offer to Purchase) from whom Shares are purchased would not experience a
net decrease in such corporate United States Holder's percentage ownership of
the outstanding Shares immediately following the consummation of the Offer.
This preference will not be available unless the section captioned "Odd Lots"
is completed.
9. Special Payment and Delivery Instructions. If payment of the purchase
price is to be issued in the name of (and/or certificates for Shares not
tendered or not accepted for payment are to be returned to) a person other
than the signer of this Letter of Transmittal or if payment of the purchase
price is to be sent (and/or such certificates are to be returned) to a person
other than the signer of this Letter of Transmittal or to an address other
than that shown above, then either or both of Box B and Box C, as appropriate,
in this Letter of Transmittal should be completed. Any stockholder(s)
delivering Shares by book-entry transfer may request that Shares not accepted
for payment be credited to such account maintained at a Book-Entry Transfer
Facility as such stockholder(s) may designate.
10
<PAGE>
10. Waiver of Conditions. Subject to the terms of the Offer, the Company
reserves the absolute right in its sole discretion to waive any of the
specified conditions of the Offer, in whole or in part, in the case of any
Shares tendered.
11. Federal Tax Withholding. Under federal income tax law, the Depositary
is required to file a report with the Internal Revenue Service ("IRS")
disclosing the payment being made to tendering stockholders pursuant to the
Offer. Federal law also requires each such stockholder or transferee, as the
case may be, to provide the Depositary with a correct Taxpayer Identification
Number ("TIN") on a Substitute Form W-9, as set forth in the box on page 7
hereof, and certify under penalties of perjury that such number is correct. If
the Depositary is not provided with the correct TIN, such person may be
subject to the penalties described under "Penalties" in the Guidelines for
Certification of Taxpayer Identification Number (the "Guidelines") that are
included with this Letter of Transmittal. In addition, failure to provide a
TIN to the Depositary may result in imposition of backup withholding. If the
person is an individual, his or her TIN is his or her social security number.
The Guidelines can assist in determining the correct TIN if the person is not
an individual. The TIN should be included in Part 1 of the Substitute Form W-9
provided below.
If backup withholding applies to a person because of a failure to provide a
TIN, the Depositary is required to withhold 31% of any payment otherwise to be
made to the payee. Backup withholding is not an additional federal income tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained by
filing a tax return with the IRS. The Depositary cannot refund amounts
withheld by reason of backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the person
has not been issued a TIN, but the person must have either applied for one, or
intend to apply for one in the near future. If the box in Part 2 is checked,
then the box entitled "Certificate of Awaiting Taxpayer Identification Number"
must be completed. If the box in Part 2 is checked and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% of the
payment otherwise due until a properly certified TIN is provided to the
Depositary.
Exempt 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, that stockholder must submit a statement, signed under penalties of
perjury, certifying to that individual's exempt status. Such statements can be
obtained from the Depositary.) See the accompanying "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Stockholders should consult their tax advisors as to
their qualification for exemption from backup withholding and the procedure
for obtaining such exemption.
12. Requests for Assistance or Additional Copies. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal, the Notice of
Guaranteed Delivery, and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 should be directed to the
Information Agent at its address set forth below. Questions or requests for
assistance may also be directed to the Information Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER
WITH CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT TO, TENDERED
SHARES, WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
11
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, any supplements thereto, this Letter of Transmittal, and other
tender offer materials may be directed to the Information Agent as set forth
below.
The Information Agent for the Offer is:
American Stock Transfer & Trust Co.
40 Wall Street
New York, New York 10005
Attn: Herbert Lemmer
<PAGE>
Exhibit (A)(3)
NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
JWGenesis Financial Corp.
Pursuant to
Offer to Purchase
Dated January 10, 2000
(Not to be Used for Signature Guarantees)
As set forth in Section 3 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer
(as defined below) if certificates representing shares of Common Stock, par
value $.001 per share (the "Shares"), of JWGenesis Financial Corp. (the
"Company") are not immediately available, or if the procedures for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase). Such form 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 (as
defined in Section 3 of the Offer to Purchase). See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST CO.
<TABLE>
<S> <C> <C>
By Mail: By Hand Delivery: By Overnight Delivery:
40 Wall Street 40 Wall Street 40 Wall Street
New York, New York 10005 New York, New York 10005 New York, New York 10005
Attn: Herbert Lemmer Attn: Herbert Lemmer Attn: Herbert Lemmer
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON 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 the Company, upon the terms and subject
to the conditions set forth in the Company's Offer to Purchase, dated January
10, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"), receipt of which is hereby acknowledged, Shares
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
Number of Shares _____________________ Name(s) of Record Holder(s):
--------------------------------------
Certificate Nos. (If Available):
--------------------------------------
(Please Print)
- --------------------------------------
--------------------------------------
- -------------------------------------- Address(es)
Check one box if Shares will be --------------------------------------
tendered Zip Code
by book-entry transfer:
--------------------------------------
[ ] The Depository Trust Company
--------------------------------------
[ ] Philadelphia Depository Trust Company Zip Code
Method of Tender (either Specific Number method or Formulaic Number of Shares
method, each as described in the Offer to Purchase and the Letter of
Transmittal):
--------------------------------------
Area Code and Tel. No.:
Signature(s):
- --------------------------------------
--------------------------------------
--------------------------------------
Account Number: ______________________
Dated: _________________________, 2000
2
<PAGE>
THE GUARANTEE BELOW MUST BE COMPLETED.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States, or an
"eligible guarantor institution", as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, hereby guarantees to
deliver to the Depositary either the certificates representing the Shares
tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase) of a transfer of such Shares,
in any such case together with a properly completed and duly executed Letter
of Transmittal, or a manually signed facsimile thereof, with any required
signature guarantees, and any other documents required by the Letter of
Transmittal, within three American Stock Exchange trading days after the date
hereof.
---------------------------------------------------------------
(Name of Firm)
---------------------------------------------------------------
(Authorized Signature)
(Name) ________________________________________________________
(Please Print)
(Title) _______________________________________________________
(Address) _____________________________________________________
---------------------------------------------------------------
---------------------------------------------------------------
(Zip Code)
---------------------------------------------------------------
(Area Code and Tel. No.)
Dated: _________________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
Exhibit (A)(4)
JWGENESIS FINANCIAL CORP.
Offer to Purchase for Cash
Up to 1,166,667 Shares of its Common Stock
At a Purchase Price, Net
of $30.00 Per Share
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME, ON FRIDAY, FEBRUARY 11,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). SHARES TENDERED PURSUANT TO
THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
January 12, 2000
To Brokers, Dealers, Banks,
Trust Companies, and Other Nominees:
We have been appointed by JWGenesis Financial Corp., a Florida corporation
(the "Company"), to act as Information Agent in connection with the Company's
offer to purchase outstanding shares of Common Stock, par value $.001 per
share (the "Shares"), of the Company, at $30.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated January 10, 2000 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, together with any supplements or
amendments thereto, collectively constitute the "Offer").
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares registered in your name or in the name of your
nominee. Enclosed herewith are copies of the following documents:
1. Offer to Purchase;
2. Letter of Transmittal, to be used by stockholders of the Company
accepting the Offer;
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with space
provided for obtaining such client's instructions with regard to the Offer;
4. Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, FEBRUARY 11, 2000, UNLESS
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 certificates for
such Shares (or timely Book-Entry Confirmation of a transfer of such Shares as
described in Section 3 of the Offer to Purchase), a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by the Letter of Transmittal.
The Company will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. You will be reimbursed upon request for customary mailing and
handling expenses incurred by you in forwarding the enclosed offering
materials to your customers.
<PAGE>
Questions and requests for additional copies of the enclosed material may
be directed to us, as the Information Agent, at our address or telephone
number set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
American Stock Transfer & Trust
Co.
By:
Name:
Title:
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY, THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
ANY OF THEM WITH RESPECT TO THE OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND
THE STATEMENTS CONTAINED THEREIN.
<PAGE>
Exhibit (A)(5)
JWGENESIS FINANCIAL CORP.
Offer to Purchase for Cash
Up to 1,166,667 Shares of its Common Stock
At a Purchase Price, Net
of $30.00 Per Share
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME, ON FRIDAY, FEBRUARY 11,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). SHARES TENDERED PURSUANT TO
THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated January 10,
2000 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to an offer by JWGenesis Financial Corp., a Florida
corporation (the "Company"), to purchase outstanding shares of Common Stock,
par value $.001 per share (the "Shares"), of the Company, at $30.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
Your attention is invited to the following:
1. The tender price is $30.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for up to an aggregate of 1,166,667 Shares,
which is approximately 18.6% of the outstanding Shares as of January 7,
2000.
3. If there is an oversubscription for the Offer (that is, stockholders
tender in the aggregate more than 1,166,667 Shares), the Company will
accept Shares on a prorata basis (other than properly tendered odd-
lots, which it will accept in full) based on the total number of Shares
tendered by all stockholders.
4. The Offer will expire at 5:00 P.M., Eastern Time, on Friday, February
11, 2000, unless the Offer is extended by the Company. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of certificates for
such Shares (or timely Book-Entry Confirmation of a transfer of such
Shares as described in Section 3 of the Offer to Purchase), a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof), and any other documents required by the Letter of
Transmittal.
<PAGE>
5. The Company will pay any stock transfer taxes with respect to the
transfer and sale of Shares to it or to its order pursuant to the
Offer, except as otherwise provided in Instruction 7 of the Letter of
Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching, and returning to us the instruction
form set forth below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered by the Specific Amount method (as described in the Offer to Purchase
and the Letter of Transmittal) unless otherwise specified below. Your
instructions to us should be forwarded promptly to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
2
<PAGE>
Unless you complete this instruction to us and return it to us in
time for us to make delivery to the Company's Agent before Friday,
February 11, 2000, none of your shares will be tendered. We suggest
delivery to us before February 4, 2000 in order to provide adequate
time.
Instructions with Respect to
Offer to Purchase for Cash
Up to 1,166,667 Shares of Common Stock
of
JWGenesis Financial Corp.
At a Purchase Price, Net
of $30.00 Per Share
The undersigned acknowledges receipt of your letter enclosing the Offer to
Purchase, dated January 10, 2000, of JWGenesis Financial Corp., a Florida
corporation (the "Company"), and the related Letter of Transmittal, relating
to the shares of Common Stock, par value $.001 per share ("Shares"), of the
Company.
You are instructed to tender to the Company the number of Shares indicated
below (or, if no number is indicated below, all Shares) held by you for the
account of the undersigned, on the terms and conditions set forth in such
Offer to Purchase and the related Letter of Transmittal.
Number of Shares Owned ______________________________________________________
Account Number ______________________________________________________________
Date ________________________________________________________________________
Method of Tender *
<TABLE>
<S> <C>
Specific Amount Method: Formulaic Number of Shares Method:
Number of Shares Target Number of Shares
to be Tendered** ____________________________ to be Tendered (based
on 18.6% of Shares
Owned) *** ____________________
Total Number of
Shares Owned*** _________________
</TABLE>
SIGN HERE
Signature(s) ________________________________________________________________
Please type or print name(s) here ___________________________________________
Address______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
Taxpayer Identification or Social Security Number ___________________________
* Select one method only.
** Unless otherwise indicated, it will be assumed that all your Shares
indicated above and held by us for your account are to be tendered by the
Specific Amount method (as described in the Offer to Purchase and the
Letter of Transmittal).
*** Please see Section 1 of the Offer to Purchase and Instruction 5 to the
Letter of Transmittal for a description of the Formulaic Number of Shares
method and further instructions on how to tender Shares by the Formulaic
Number of Shares method. Also, electing the Formulaic Number of Shares
method constitutes your consent to our furnishing information to the
Company and its agent(s) about your beneficial ownership of the Shares
held by us for your account.
<PAGE>
Exhibit (A)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
- --------------------------------------- ---------------------------------------
<TABLE>
<CAPTION>
Give the NAME and
For this type of account: SOCIAL SECURITY
number of--
- -----------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if
joint funds,
either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor,
the minor(1)
6. Account in the name of The ward, minor,
guardian or committee for a or incompetent
designated ward, minor, or person(3)
incompetent person
7. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of --
- ---------------------------------------------------
8. Sole proprietorship The owner(4)
account
9. A valid trust, estate, or The Legal entity
pension trust (Do not furnish
the identifying
number of the
personal
representative or
trustee unless
the legal entity
itself is not
designated in the
account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
</TABLE>
- ---------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your SSN or EIN (if you
have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
Substitute Form W-9 PAGE 2
- --------------------------------------------------------------------------------
Obtaining a Number
If you don't have a taxpayer . A trust exempt from tax under
identification number or you don't section 664 or described in section
know your number, obtain Form SS-5-- 4947.
Application for a Social Security Exempt payees described above should
Number Card, or Form SS-4--Application file Form W-9 to avoid possible
for Employer Identification Number, at erroneous backup withholding. FILE
the local office of the Social THIS FORM WITH THE PAYER, FURNISH YOUR
Security Administration or the TAXPAYER IDENTIFICATION NUMBER, WRITE
Internal Revenue Service and apply for "EXEMPT" ON THE FACE OF THE FORM, AND
a number. You can get Forms SS-4 from RETURN IT TO THE PAYER.
the IRS by calling 1-800-TAX-FORM (1- Certain payments other than interest,
800-829-3676). dividends, and patronage dividends
that are not subject to information
Payees Exempt from Backup Withholding reporting are also not subject to
backup withholding. For details, see
the regulations under sections 6041,
6041A (a), 6045, and 6050A of the
Code.
The following payees are specifically
exempted from backup withholding on
ALL payments:
.An organization exempt from tax
under section 501(a) of the Internal
Revenue Code (the "Code"), an Privacy Act Notice.--Section 6109 of
individual retirement plan, or a the Code requires most recipients of
custodial account under section dividend, interest, or other payments
403(b)(7), if the account satisfies to give taxpayer identification
the requirements of section numbers to payers who must report the
401(f)(2). payments to the IRS. The IRS uses the
.The United States or any of its numbers for identification purposes.
agencies or instrumentalities. Payers must be given the numbers
.A State, the District of Columbia, a whether or not recipients are required
possession of the United States, or to file tax returns. Payers must
any of their political subdivisions generally withhold 31% of taxable
or instrumentalities. interest, dividend, and certain other
.A foreign government or any of its payments to a payee who does not
political subdivisions, agencies, or furnish a taxpayer identification
instrumentalities. number to a payer. Certain penalties
.An international organization or any may also apply.
of its agencies or
instrumentalities.
The following payees may be exempt Penalties
from backup withholding: (1) Penalty for Failure to Furnish
.A corporation. Taxpayer Identification Number.--If
.A foreign central bank of issue. you fail to furnish your taxpayer
.A dealer in securities or identification number to a payer, you
commodities required in the United are subject to a penalty of $50 for
States, the District of Columbia, or each such failure unless your failure
a possession of the United States. is due to reasonable cause and not to
.A futures commission merchant willful neglect.
registered with the Commodity (2) Civil Penalty for False
Futures Trading Commission. Information With Respect to
.A real estate investment trust. Withholding.--If you make a false
.An entity registered at all times statement with no reasonable basis
during the tax year under the that results in no imposition of
Investment Company Act of 1940. backup withholding, you are subject to
.A common trust fund operated by a a penalty of $500.
bank under section (3) Criminal Penalty for Falsifying
584(a) of the Code. Information.--Falsifying
. certifications or affirmations may
An exempt charitable remainder subject you to criminal penalties,
trust, or a non-exempt including fines and/or imprisonment.
trust described in section
4947(a)(1) of the Code.
FOR ADDITIONAL INFORMATION CONTACT
.A financial institution. YOUR TAX CONSULTANT OR THE
. INTERNAL REVENUE SERVICE
A middleman known in the investment
community as a nominee or who is
listed in the most recent
publication of the American Society
of Corporate Secretaries, Inc.,
Nominee List.
<PAGE>
Exhibit 99(A)(7)
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell Shares. The Offer is made solely by the Offer to
Purchase dated January 10, 2000, and the related Letter of Transmittal
and is being made to all holders of Shares. The Offer is not being
made to (nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction, the securities laws of which
require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed made on behalf of the Company by one or more
registered brokers or dealers, licensed under the laws of such
jurisdiction, who may be engaged by the Company for such purpose.
JWGenesis Financial Corp.
Notice of Offer to Purchase for Cash
up to 1,166,667 Shares of its Common Stock
at a Purchase Price, Net
of $30.00 Per Share
JWGenesis Financial Corp., a Florida corporation (the "Company"), hereby
invites its stockholders to tender shares of its common stock, par value $0.001
per share (the "Shares"), to the Company at a price of $30.00 per Share, net to
the seller in cash, without interest thereon (the "Purchase Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 10, 2000, and the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer"). The Company
will, upon and subject to the conditions of the Offer, purchase up to 1,166,667
Shares (or such lesser number of Shares as are properly tendered) at the
Purchase Price. All Shares properly tendered and not properly withdrawn will be
purchased, provided that if more than 1,166,667 Shares are validly tendered, the
Company will purchase the Shares on a pro rata basis. Shares not purchased
because of proration will be returned.
- --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, FEBRUARY 11, 2000,
UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
The Company believes that, as a result of its June 1, 1999 sale of its
subsidiary JWGenesis Clearing Corp., it has approximately $35 million of excess
cash that it has not been able, and may not be able for the foreseeable future,
to employ efficiently and effectively to produce returns on equity and earnings
per share at the levels desired by the Company. The Company is making the Offer
because it believes the purchase of Shares at the Purchase Price will (a)
provide value to its stockholders; (b) reconfigure the Company's balance sheet
to provide a higher return on equity; and (c) afford to those stockholders who
desire liquidity an opportunity to sell a significant amount of Shares at a
price close to recent market prices and without the usual transaction costs
associated with open market sales. The Company believes that the Offer will
result in a capital structure more consistent with the size and volume of the
Company's current operations, including its corporate finance, capital markets,
and underwriting activities, and will have the effect of increasing return on
equity and earnings per share, assuming continuing profitability at
approximately current levels. The Company also believes that the use of funds
for the Offer will have no material impact on its ability to continue its
corporate finance, capital markets, and underwriting activities at current
levels and to expand such activities if attractive opportunities arise in the
foreseeable future.
The Board of Directors of the Company has approved the Offer. However, the
Board of Directors makes no recommendation to stockholders as to whether to
tender or refrain from tendering their Shares, and no person is authorized to
make any such recommendation on behalf of the Company. The Company has been
advised
<PAGE>
that each of its directors and executive officers who owns Shares intends to
sell between 14.7% and 18.6% of his holdings (depending solely upon whether
other persons exercise outstanding options before the expiration date of the
Offer). Stockholders are urged to evaluate carefully all information in the
Offer, consult with their own investment and tax advisors, and make their own
decisions whether to tender Shares and, if so, how many Shares to tender.
The Offer to Purchase and the related Letter of Transmittal and other relevant
materials have been mailed to record holders of the Shares and furnished to
brokers, dealers, banks, trust companies, and similar persons whose names, or
the names of whose nominees, appear on the stockholders' list or, if applicable,
who are listed as participants in a clearing agency security position listing,
for subsequent transmittal to beneficial owners of Shares. The information
required to be disclosed by Rule 13e-4(e)(1)(iii) under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
The Offer to Purchase and Letter of Transmittal contain important information
that should be read before any decision is made with respect to the Offer.
Requests for copies of the Offer to Purchase and the Letter of Transmittal may
be directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Company's expense.
The Information Agent for the Offer is:
American Stock Transfer & Trust Co.
40 Wall Street
New York, New York 10005
Telephone: (718) 921-8200
January 12, 2000
<PAGE>
EXHIBIT (a)(8)
FOR IMMEDIATE RELEASE
JWGENESIS FINANCIAL CORP. ANNOUNCES
CASH TENDER OFFER FOR UP TO 18.6 PERCENT (1,166,667) OF ITS
OUTSTANDING SHARES AT $30 NET PER SHARE
Boca Raton, FL, January 11, 2000 - JWGenesis Financial Corp. (AMEX: JWG)
announced today that it is offering to purchase up to 1,166,667 shares of the
Company's common stock at a per share price of $30 in cash. The offer, which
commences tomorrow, is being made to all stockholders and will remain open until
5:00 p.m., eastern time, on Friday, February 11, 2000. The closing bid price
for the Company's common stock on January 10, 2000 was $26.50 per share.
The tender offer will not be conditioned upon any minimum number of shares being
tendered. The offer will be, however, subject to certain customary conditions
described in offering materials to be distributed to stockholders.
Marshall T. Leeds, Chairman, President and Chief Executive Officer of JWGenesis
stated, "The Company currently has cash in excess of what it needs to produce
returns on equity and earnings per share at desired levels. In addition, our
core business continues to generate substantial cash flows, we have unused lines
of credit, and the outlook for our investment in MVP.com is quite good. Based
upon these factors, we believe that this offer provides the best opportunity to
utilize our excess cash for potential benefit to all of our shareholders'".
The Board of Directors has approved the tender offer. However, neither the
Company nor its Board of Directors is recommending that any stockholders tender
or refrain from tendering any shares. The Company has been advised that each of
its directors and executive officers who owns shares intends to sell between
14.7% and 18.6% of his holdings (depending solely upon whether other persons
exercise outstanding options before the expiration date of the tender offer).
Each stockholder must decide whether to tender shares and, if so, how many
shares to tender.
JWGenesis Financial Corp., headquartered in Boca Raton, Florida, provides a wide
range of financial services to individuals, businesses and other brokerage firms
through its wholly-owned subsidiaries: JWGenesis Capital Markets, Inc.,
JWGenesis Securities, Inc., JWGenesis Financial Services, Inc. and JWGenesis
Financial Group, Inc.
Certain statements in this release regarding the Company's expected future
business and prospects constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements are based upon current expectations and involve certain risks
and uncertainties that could cause actual results to differ materially from any
such statement, including risks and uncertainties discussed in the 1998 Annual
Report on Form 10-K, as amended, of JWGenesis Financial Corp., which discussions
are incorporated herein by reference.
Contact: Margo Vuicich, Senior Vice President, 561-338-2721
