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Exhibit (a)(4)
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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Pechiney Plastic Packaging, Inc., a Delaware
corporation ("Parent"), and JPS Acquisition, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Parent, to act as Dealer Manager
in connection with the Purchaser's offer 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 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") enclosed herewith. The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of October 13, 2000 (the "Merger
Agreement"), by and among Parent, the Purchaser and the Company. All
capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
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.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN)
THAT NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES BENEFICIALLY OWNED BY
PARENT OR THE PURCHASER, 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 THE OTHER CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE. SEE SECTION 14 OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. Offer to Purchase, dated October 30, 2000;
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
(with manual signatures) may be used to tender Shares;
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3. Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates for Shares are not immediately available or time will not
permit all required documents to reach the Depositary prior to the
Expiration Date or the procedures for book-entry transfer cannot be
completed on a timely basis;
4. A printed form letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
5. The letter to stockholders of the Company from John T. Carper, the
President and Chief Financial Officer of the Company, accompanied by the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by the Company, which includes
the recommendation of the Board of Directors of the Company that
stockholders accept the Offer and tender their Shares to the Purchaser
pursuant to the Offer; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY 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 APPROVED AND HAS TAKEN ALL
CORPORATE ACTION REQUIRED TO BE TAKEN BY THE BOARD OF DIRECTORS TO AUTHORIZE
THE CONSUMMATION OF THE TRANSACTIONS, INCLUDING THE OFFER AND THE MERGER, AND
RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO
THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE MERGER.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept for payment and pay for all
Shares which are validly tendered prior to the Expiration Date and not
theretofore properly withdrawn when, as and if the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance of such Shares
for payment. In all cases, payment for Shares purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at The Depository Trust
Company pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer, and (iii) all other
documents required by the Letter of Transmittal.
Neither Parent nor the Purchaser will pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager and the
Information Agent as described in "Fees and Expenses" of the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to your clients. The Purchaser will pay or cause to be paid
any stock transfer taxes incident to the transfer to it of validly tendered
Shares, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. 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.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the Instructions set forth in the Letter of Transmittal and
the Offer to Purchase. If holders of Shares wish to tender, but it is
impracticable for them to forward their certificates or other required
documents prior to the Expiration Date, a tender may be effected by following
the guaranteed delivery procedures specified under Section 3 of the Offer to
Purchase.
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Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained by calling the
Information Agent, Morrow & Co., Inc., at (212) 754-8000 or toll free at (800)
607-0088, or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
J.P. Morgan Securities Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, THE
INFORMATION AGENT, THE DEALER MANAGER OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
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