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Exhibit (a)(5)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
JPS PACKAGING COMPANY
at
$7.86 NET PER SHARE IN CASH
by
JPS ACQUISITION, INC.,
a wholly owned subsidiary of
PECHINEY PLASTIC PACKAGING, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 28, 2000,
UNLESS THE OFFER IS EXTENDED.
October 30, 2000
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated October 30,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
each as amended or supplemented from time to time, together constitute the
"Offer") in connection with the offer by JPS Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Pechiney
Plastic Packaging, Inc., a Delaware corporation ("Parent"), to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares")
of JPS Packaging Company, a Delaware corporation (the "Company"), at a price
of $7.86 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer. The Offer is
being made in connection with the Agreement and Plan of Merger, dated as of
October 13, 2000, by and among Parent, the Purchaser and the Company (the
"Merger Agreement"). Also enclosed is a Letter to Stockholders of the Company
from John T. Carper, the President and Chief Financial Officer of the Company,
together with a Solicitation/ Recommendation Statement on Schedule 14D-9.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY
US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER OF
RECORD OF SHARES HELD 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
ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account,
upon the terms and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $7.86 per Share, net to the seller in cash,
without interest thereon.
2. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Tuesday, November 28, 2000, unless the Offer is extended.
3. The Offer is being made for all outstanding Shares.
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4. THE BOARD OF DIRECTORS OF THE COMPANY HAS DETERMINED THAT THE TERMS
OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE OFFER AND THE MERGER, ARE ADVISABLE, FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY'S STOCKHOLDERS, HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT
THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT
THE MERGER AGREEMENT AND THE MERGER.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date that number
of Shares which, when added to the Shares beneficially owned by Parent or
the Purchaser (if any), represents at least a majority of the Shares
outstanding on a fully diluted basis on the date Shares are accepted for
payment. The Offer is also subject to other conditions set forth in the
Offer to Purchase.
6. Tendering stockholders of record who tender Shares directly will not
be obligated to pay brokerage fees or commissions or, except as set forth
in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser will
make a good faith effort to comply with such state statute. If, after such
good faith effort, the Purchaser cannot comply with such state statute, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
the holders of Shares in such state. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser by the
Dealer Manager (as defined in the Offer to Purchase) or by one or more
registered brokers or dealers which are licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified on the instruction form set forth in this letter.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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Instructions With Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
JPS PACKAGING COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated October 30, 2000, and the related Letter of
Transmittal (which, each as amended or supplemented from time to time,
together constitute the "Offer"), in connection with the offer by JPS
Acquisition, Inc., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Pechiney Plastic Packaging, Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Shares") of JPS Packaging Company, a Delaware
corporation (the "Company").
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares Account Number:
to be Tendered:*
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Signature(s)
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Please print name(s)
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Address
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Account Number
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Area Code and Telephone
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Taxpayer Identification Number(s) or
Social Security Number(s)
Dated: ________________________, 2000
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*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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