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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)
WYNN'S INTERNATIONAL, INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK
(Title of Class of Securities)
983195108
(CUSIP Number of Class of Securities)
SEYMOUR A. SCHLOSSER
VICE PRESIDENT-FINANCE
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868
TELEPHONE NO. (714) 938-3700
FAX NO. (714) 938-3739
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
____________________
COPY TO:
J. JAY HERRON, ESQ.
O'MELVENY & MYERS
610 NEWPORT CENTER DRIVE, SUITE 1700
NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE NO. (714) 760-9600
FAX NO. (714) 669-6994
____________________
MARCH 26, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
____________________
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
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$27,500,000 $5,500
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* Calculated solely for purposes of determining the filing fee pursuant to
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, based upon the
purchase of 1,100,000 shares at the maximum tender offer price of $25.00
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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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ITEM 1. SECURITY AND ISSUER.
(a) The Issuer of the securities to which this Issuer Tender Offer
Statement on Schedule 13E-4 (this "Statement") relates is Wynn's
International, Inc., a Delaware corporation (the "Company"), and
the address of its principal executive office is 500 North State
College Boulevard, Suite 700, Orange, California 92868.
(b) This Statement relates to a tender offer by the Company to
purchase up to 1,100,000 shares (or such lesser number of shares
as are validly tendered) of its Common Stock, $1.00 par value per
share (the "Shares"), at prices, net to the seller in cash, not
greater than $25.00 nor less than $22.00 per Share as specified
by tendering stockholders, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 26,
1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of
which are filed as Exhibits (a)(1) and (a)(2), respectively. The
information set forth in the "Introduction," "Section 1. Number
of Shares; Proration," "Section 8. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the
Shares," "Section 10. Purpose of the Offer; Certain Effects of
the Offer," and "Section 15. Extension of the Offer; Termination;
Amendments" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 7. Price Range of Shares;
Dividends" 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 9. Source and Amount of
Funds" 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.
(a)-(j) The information set forth in the "Introduction," "Section 8.
Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares," "Section 9. Source and
Amount of Funds," "Section 10. Purpose of the Offer; Certain
Effects of the Offer," "Section 11. Certain Information About the
Company" and "Section 12. Effects of the Offer on the Market for
Shares; Registration Under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
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ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 8. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" of the
Offer to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in the "Introduction" and "Section 8. Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "Introduction" and "Section 16. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "Section 11. Certain Information
About the Company" of the Offer to Purchase is incorporated
herein by reference, and the financial information for the fiscal
years ended December 31, 1995 and December 31, 1996 set forth in
Exhibit 13 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in "Section 12. Effects of the Offer on
the Market for Shares; Registration Under the Exchange Act" of
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, and incorporated in
their entirety herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated March 26, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
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(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) Press Release issued by the Company on March 24, 1997.
(a)(8) Letter to the Company's stockholders from James Carroll, Chairman
of the Board and Chief Executive Officer, and John W. Huber,
President and Chief Operating Officer, of the Company, dated
March 26, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Financial information for the fiscal years ended December 31,
1995 and December 31, 1996 (Incorporated by reference from
Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
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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.
WYNN'S INTERNATIONAL, INC.
Dated: March 26, 1997 /s/ Seymour A. Schlosser
--------------------------
Seymour A. Schlosser
Vice President-Finance
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated March 26, 1997
(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) Press Release issued by the Company on March 24, 1997
(a)(8) Letter to the Company's stockholders from James Carroll,
Chairman of the Board and Chief Executive Officer, and John W.
Huber, President and Chief Operating Officer, of the Company,
dated March 26, 1997
(g) Financial information for the fiscal years ended December 31,
1995 and December 31, 1996 (Incorporated by reference from
Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996)
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WYNN'S INTERNATIONAL, INC.
OFFER TO PURCHASE FOR CASH
UP TO 1,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $25.00
NOR LESS THAN $22.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
Wynn's International, Inc., a Delaware corporation (the "Company"), hereby
invites its stockholders to tender shares of its Common Stock, $1.00 par value
per share (the "Shares") (including the associated Junior Participating
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of March 3, 1989, as amended, between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent), to the Company at
prices, net to the seller in cash, not greater than $25.00 nor less than $22.00
per Share, in increments of $0.25, specified by such stockholders, upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Transmittal (which together constitute the "Offer").
Unless the Rights are redeemed by the Company prior to the expiration of the
Offer, a tender of Shares will also constitute a tender of the Rights. Unless
the context requires otherwise, all references herein to the Shares shall
include the Rights. The Company will, upon the terms and subject to the
conditions of the Offer, determine a single per Share price (not greater than
$25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay
for Shares properly tendered and not withdrawn pursuant to the Offer, taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as
are properly tendered and not withdrawn at prices not greater than $25.00 nor
less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered
at prices at or below the Purchase Price and not withdrawn will be purchased at
the Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including the provisions thereof relating to proration
and conditional tenders described herein. No separate consideration will be paid
for the Rights. The Company will return all Shares not purchased under the
Offer, including Shares tendered and not withdrawn at prices greater than the
Purchase Price, Shares not purchased because of proration and Shares that were
conditionally tendered and not accepted for purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
The Shares are listed and traded on the New York Stock Exchange, Inc. (the
"NYSE") under the symbol "WN." On March 24, 1997, the last trading day prior to
the announcement of the Offer, the closing price of the Shares as reported on
the NYSE Composite Tape was $22.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8.
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THE DEALER MANAGER FOR THE OFFER IS:
LEHMAN BROTHERS
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March 26, 1997
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IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (1) complete and sign the Letter of Transmittal (or a
facsimile copy thereof) in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to Harris Trust
Company of New York, the depositary for the Offer (the "Depositary"), and either
mail or deliver the stock certificates for such Shares to the Depositary along
with the Letter of Transmittal or follow the procedure for book-entry delivery
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 broker, dealer, commercial bank, trust company or other nominee if such
stockholder desires to tender such Shares. Stockholders who desire to tender
Shares and whose certificates for such Shares are not immediately available or
who cannot comply with the procedure for book-entry transfer by the expiration
of the Offer must tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3.
STOCKHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE
SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE
TENDERING SHARES, IN ORDER TO EFFECT A PROPER TENDER OF THEIR SHARES. IF A
STOCKHOLDER DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE, SUCH STOCKHOLDER
MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH
STOCKHOLDER IS TENDERING SHARES, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED
(UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER)
AT MORE THAN ONE PRICE.
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 the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase. Stockholders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF GIVEN OR MADE, SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
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<C> <S> <C>
Introduction...................................................................................... 1
1. Number of Shares; Proration....................................................................... 2
2. Tenders by Owners of Fewer than 100 Shares........................................................ 4
3. Procedure for Tendering Shares; Conditional Tender of Shares...................................... 5
4. Withdrawal Rights................................................................................. 8
5. Purchase of Shares and Payment of Purchase Price.................................................. 9
6. Certain Conditions of the Offer................................................................... 10
7. Price Range of Shares; Dividends.................................................................. 12
8. Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares.............................................................. 12
9. Source and Amount of Funds........................................................................ 14
10. Purpose of the Offer; Certain Effects of the Offer................................................ 14
11. Certain Information About the Company............................................................. 16
12. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act............................................................. 20
13. Certain Legal Matters; Regulatory Approvals....................................................... 20
14. Certain Federal Income Tax Consequences........................................................... 21
15. Extension of the Offer; Termination; Amendments................................................... 24
16. Fees and Expenses................................................................................. 25
17. Miscellaneous..................................................................................... 26
</TABLE>
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TO THE HOLDERS OF COMMON STOCK OF
WYNN'S INTERNATIONAL, INC.:
INTRODUCTION
The Company hereby invites its stockholders to tender Shares to the Company
at prices, net to the seller in cash, not greater than $25.00 nor less than
$22.00 per Share, in increments of $0.25, specified by such stockholders, upon
the terms and subject to the conditions set forth in the Offer. Unless the
Rights are redeemed by the Company prior to the expiration of the Offer, a
tender of Shares will also constitute a tender of the Rights. The Company will,
upon the terms and subject to the conditions of the Offer, determine the
Purchase Price (not greater than $25.00 nor less than $22.00 per Share) that it
will pay for Shares properly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as
are properly tendered and not withdrawn at prices not greater than $25.00 nor
less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered
and not withdrawn at prices at or below the Purchase Price prior to the
Expiration Date (as defined in Section 1) will be purchased at the Purchase
Price, net to the seller in cash, upon the terms and subject to the conditions
of the Offer, including the provisions thereof relating to proration and
conditional tenders described below. No separate consideration will be paid for
the Rights. The Company reserves the right, in its sole discretion, to purchase
more than 1,100,000 Shares pursuant to the Offer. See Sections 1 and 15.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8.
If, prior to the Expiration Date, more than 1,100,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are properly
tendered and not withdrawn at or below the Purchase Price, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase first from all Odd Lot Owners (as defined in Section 2) who properly
tender all (and do not withdraw any of) their Shares at or below the Purchase
Price and then, subject to the conditional tender provisions described in
Section 3, on a pro rata basis, if necessary, from all other stockholders whose
Shares are properly tendered and not withdrawn at or below the Purchase Price.
See Sections 1 and 2. The Company will return all Shares not purchased under the
Offer, including Shares tendered and not withdrawn at prices greater than the
Purchase Price, Shares not purchased because of proration and Shares that were
conditionally tendered and not accepted for purchase. Tendering stockholders
will not be obligated to pay brokerage fees or commissions, solicitation fees
or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes
on the Company's purchase of Shares pursuant to the Offer. In addition, the
Company will pay the fees and expenses of Lehman Brothers (the "Dealer
Manager"), Harris Trust Company of New York (the "Depositary") and D. F. King &
Co., Inc. (the "Information Agent") incurred in connection with the Offer. See
Section 16.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY
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BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% (30% FOR FOREIGN
STOCKHOLDERS) OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE
PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 14.
Over the past several years the Company has generated substantial excess
cash. At December 31, 1996, the Company's cash and cash equivalents were
approximately $53.3 million. The Company is making the Offer because the Board
of Directors believes that, given the Company's cash and cash equivalents, and
its anticipated capital requirements for existing operations, the Offer
represents the opportunity to return a portion of the Company's cash to the
Company's stockholders, permitting them to invest it according to their
preferences and objectives. After considering other alternatives, such as
retaining all of the excess funds for possible future acquisitions or paying a
special cash dividend, the Board of Directors concluded that the Offer was the
preferable alternative for enhancing stockholder value. The Company believes
that following completion of the Offer, its cash and cash equivalents, projected
cash flow from operations and credit available under its lines of credit will be
adequate to meet the Company's cash needs for normal operations and anticipated
capital expenditures for the foreseeable future. In addition, the Company
believes that, in light of the Company's financial position, the consummation of
the Offer should not foreclose possible future acquisitions.
The Offer gives stockholders the opportunity to sell Shares at prices
greater than market prices prevailing prior to announcement of the Offer. The
Offer also provides stockholders who are considering a sale of all or a portion
of their Shares the opportunity to determine the price or prices (not greater
than $25.00 nor less than $22.00 per Share) at which they are willing to sell
their Shares and, if any such Shares are purchased pursuant to the Offer, to
sell those Shares for cash without the usual transaction costs associated with
open-market sales.
The Shares are listed and traded on the NYSE under the symbol "WN." On March
24, 1997, the last trading day prior to the announcement of the Offer, the
closing price of the Shares as reported on the NYSE Composite Tape was $22.875
per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. SEE SECTION 7.
Shares acquired by the Company pursuant to the Offer will be treated as
treasury shares and, therefore, will be available for subsequent issuance by the
Company. Except for the issuance of Shares under the Company's stock option and
employee benefit plans, the Company has no current plans for reissuance of the
Shares it may acquire pursuant to the Offer or issuance of any other authorized
but unissued Shares.
As of March 24, 1997, there were 13,714,717 Shares outstanding and 993,691
Shares issuable upon the exercise of outstanding stock options and the vesting
of outstanding performance share awards under the Company's stock option and
employee benefit plans. The 1,100,000 Shares that the Company is offering to
purchase pursuant to the Offer represent approximately 8.0% of the Shares
outstanding as of March 24, 1997 and approximately 7.5% of the Shares
outstanding as of such date on a fully diluted basis (assuming the exercise of
all outstanding stock options and the vesting of all outstanding performance
share awards).
As of March 24, 1997, the Wynn Foundation (the "Foundation"), of which
Wesley E. Bellwood and John D. Borie, directors of the Company, are trustees,
owned 818,146 Shares, or approximately 6.0% of the Shares outstanding. The
Foundation has advised the Company that it intends to tender 150,000 Shares
pursuant to the Offer. If the Company purchases 1,100,000 Shares pursuant to the
Offer, including the 150,000 Shares that the Foundation intends to tender, the
Foundation would own approximately 5.3% of the outstanding Shares upon
completion of the Offer.
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment and purchase 1,100,000 Shares or such lesser number of Shares
as are properly tendered on or prior to the
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Expiration Date (and not withdrawn in accordance with Section 4) at a price
(determined in the manner set forth below) not greater than $25.00 nor less than
$22.00 per Share. The term "Expiration Date" means 12:00 Midnight, New York City
time, on Tuesday, April 22, 1997, unless the Company, in its sole discretion,
shall have extended the period of time during which the Offer is 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. See Section 15 for
a description of the Company's right to extend the time during which the Offer
is open and to delay, terminate or amend the Offer. See also Section 6. Subject
to the purchase of Shares properly tendered and not withdrawn by Odd Lot Owners
as set forth in Section 2, if the Offer is oversubscribed, Shares tendered and
not withdrawn at or below the Purchase Price prior to the Expiration Date will
be subject to proration. The proration period also expires on the Expiration
Date.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
The Company will, upon the terms and subject to the conditions of the Offer,
determine the Purchase Price (not greater than $25.00 nor less than $22.00 per
Share) that it will pay for Shares properly tendered and not withdrawn pursuant
to the Offer, taking into account the number of Shares so tendered and the
prices specified by tendering stockholders. The Company will select the lowest
Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser
number as are properly tendered and not withdrawn at prices not greater than
$25.00 nor less than $22.00 per Share) pursuant to the Offer.
The Company reserves the right, in its sole discretion, to purchase more
than 1,100,000 Shares pursuant to the Offer but the Company does not, in any
event, intend to purchase more Shares than can be purchased for an aggregate
consideration of $30.0 million. If (a) the Company (i) increases or decreases
the range of prices at which Shares may be properly tendered, (ii) increases the
number of Shares being sought and any such increase in the number of Shares
being sought exceeds 2% of the outstanding Shares, or (iii) decreases the number
of Shares being sought, and (b) the Offer is scheduled to expire less than ten
business days from and including the date that notice of such increase or
decrease is first published, sent or given in the manner specified in Section
15, the Offer will be extended for ten business days from and including the date
of such notice. For 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, New York City time.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
making public announcement thereof. See Section 15. There can be no assurance,
however, that the Company will exercise its right to extend the Offer.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder desiring to tender Shares must specify the price or prices (not
greater than $25.00 nor less than $22.00 per Share, in increments of $0.25) at
which such stockholder is willing to have such stockholder's Shares purchased by
the Company. All Shares purchased pursuant to the Offer will be purchased at the
Purchase Price, net to the seller in cash. All Shares not purchased pursuant to
the Offer, including Shares tendered and not withdrawn at prices greater than
the Purchase Price, Shares not purchased because of proration, and Shares that
were conditionally tendered and not accepted for purchase, will be returned to
the tendering stockholders at the Company's expense (or, in the case of Shares
tendered by book-entry transfer, such Shares will be credited to the account
maintained with one of the Book-Entry Transfer Facilities (as defined in Section
3) by the participant therein who so delivered such Shares) as promptly as
practicable (which, in the event of proration, is expected to be approximately
nine NYSE trading days) following the Expiration Date or termination of the
Offer.
If the number of Shares properly tendered and not withdrawn at or below the
Purchase Price prior to the Expiration Date is less than or equal to 1,100,000
Shares (or such greater number of Shares as the
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Company may elect to purchase pursuant to the Offer), the Company will, upon the
terms and subject to the conditions of the Offer, purchase at the Purchase Price
all Shares so tendered and not withdrawn.
Upon the terms and subject to the conditions of the Offer, if, prior to the
Expiration Date, more than 1,100,000 Shares (or such greater number of Shares as
the Company elects to purchase) are properly tendered and not withdrawn at or
below the Purchase Price, the Company will accept Shares for purchase in the
following order of priority:
(a) first, all Shares properly tendered and not withdrawn at or below
the Purchase Price prior to the Expiration Date by or on behalf of any Odd
Lot Owner who:
(1) tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial and conditional tenders will not
qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
(b) then, after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 3, all other Shares
properly tendered and not withdrawn at or below the Purchase Price prior to
the Expiration Date on a pro rata basis, if necessary (with adjustments to
avoid purchases of fractional Shares).
If proration of tendered Shares is required, the Company will determine the
final proration factor as promptly as practicable after the Expiration Date.
Proration for each stockholder tendering Shares other than Odd Lot Owners shall
be based on the ratio of the number of shares tendered by such stockholder to
the total number of Shares tendered by all stockholders other than Odd Lot
Owners. Although the Company does not expect to be able to announce the final
results of such proration until approximately seven NYSE trading days after the
Expiration Date, it will announce preliminary results of proration by press
release as promptly as practicable after the Expiration Date. Stockholders may
obtain such preliminary information from the Dealer Manager or the Information
Agent and may be able to obtain such information from their brokers or financial
advisors.
As described in Section 14, the number of Shares that the Company will
purchase from a stockholder 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 IS URGED TO
CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR.
2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES.
The Company, upon the terms and subject to the conditions of the Offer, will
accept for purchase, without proration, if any, all Shares properly tendered and
not withdrawn at or below the Purchase Price prior to the Expiration Date by or
on behalf of stockholders who owned beneficially, as of the close of business on
March 24, 1997, and who continue to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares ("Odd Lot Owners"). See Section 1. To
avoid proration, however, an Odd Lot Owner must properly tender at or below the
Purchase Price all Shares that such Odd Lot Owner beneficially owns; partial and
conditional tenders will not qualify for this preference. This preference is not
available to holders of 100 or more Shares, even if such holders have separate
stock certificates for fewer than 100 Shares. Any Odd Lot Owner wishing to
tender all Shares beneficially owned by such owner free of proration, if any,
pursuant to the Offer must complete the box captioned "Odd Lots" in the Letter
of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. See
Section 3. Any Odd Lot Owner whose Shares are 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 sales of their Shares on the NYSE.
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The Company reserves the right, but will not be obligated, to purchase all
Shares properly tendered and not withdrawn by any stockholder who has so
tendered all Shares beneficially owned of record at or below the Purchase Price
and who, as a result of proration, would then beneficially own an aggregate of
fewer than 100 Shares. If the Company exercises this right, it will increase the
number of Shares that it is offering to purchase in the Offer by the number of
Shares purchased through the exercise of such right.
3. PROCEDURE FOR TENDERING SHARES; CONDITIONAL TENDER OF SHARES.
PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant to the
Offer:
(a) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees, or
Agent's Message (as defined below) in connection with a book-entry transfer,
and any other documents required by the Letter of Transmittal, must be
received on or before the Expiration Date by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase, and either
certificates for such Shares to be tendered must be transmitted to and
received by the Depositary at one of such addresses or such Shares must be
tendered pursuant to the procedures for book-entry transfer described below
(and a confirmation of such tender received by the Depositary), in each case
by the Expiration Date; or
(b) the tendering stockholder must comply with the guaranteed delivery
procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH STOCKHOLDER
DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN INCREMENTS OF $0.25) AT
WHICH SUCH STOCKHOLDER'S SHARES ARE BEING TENDERED; PROVIDED, HOWEVER, THAT AN
ODD LOT OWNER MAY CHECK THE BOX IN THE SECTION ENTITLED "ODD LOTS" IN THE LETTER
OF TRANSMITTAL INDICATING THAT SUCH ODD LOT OWNER IS TENDERING ALL OF SUCH ODD
LOT OWNER'S SHARES AT THE PURCHASE PRICE DETERMINED BY THE COMPANY IN ACCORDANCE
WITH THE TERMS OF THE OFFER. STOCKHOLDERS DESIRING TO TENDER SHARES AT MORE THAN
ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH
SUCH STOCKHOLDERS ARE TENDERING SHARES, EXCEPT THAT THE SAME SHARES CANNOT BE
TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF
THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO PROPERLY TENDER SHARES, ONE AND
ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF
TRANSMITTAL.
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 WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
In addition, Odd Lot Owners who tender all their Shares must complete the
section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in
the Notice of Guaranteed Delivery in order to qualify for the preferential
treatment available to Odd Lot Owners as set forth in Section 1.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required on the Letter of Transmittal (i) if the Letter of Transmittal is signed
by the registered holder of the Shares exactly as the name of the registered
holder appears on the certificate (which term, for purposes of this Section 3,
includes any participant in The Depository Trust Company or the Philadelphia
Depository Trust Company (collectively, the "Book-Entry Transfer Facilities")
whose name appears on a security position listing as the holder of the Shares)
tendered therewith, and payment and delivery are to be made directly to such
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registered holder at such holder's address shown on the records of the Company,
or (ii) if 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
a recognized Medallion Program approved by The Securities Transfer Association
Inc. (each such entity being hereinafter referred to as an "Eligible
Institution"). In all other cases, all signatures on the Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter
of Transmittal. If a certificate representing Shares is registered in the name
of a person other than the signer of a Letter of Transmittal, or if payment is
to be made, or certificates for Shares not purchased or tendered are to be
issued, to a person other than the registered holder, the certificate must be
endorsed or accompanied by an appropriate stock power, in either case signed
exactly as the name of the registered holder appears on the certificate, with
the signature on the certificate or stock power guaranteed by an Eligible
Institution. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares (or a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
FEDERAL INCOME TAX BACKUP WITHHOLDING. Unless an exemption applies under
the applicable law and regulations concerning "backup withholding" of federal
income tax, the Depositary will be required to withhold, and will withhold, 31%
of the gross proceeds otherwise payable to a stockholder or other payee pursuant
to the Offer unless the stockholder or other payee provides such person's
taxpayer identification number (social security number or employer
identification number) and certifies that such number is correct. Each tendering
stockholder, other than a noncorporate foreign stockholder, should complete and
sign the main signature form and 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 an applicable exemption exists and
is proved in a manner satisfactory to the Company and the Depositary.
Noncorporate foreign stockholders should generally complete and sign a Form W-8,
Certificate of Foreign Status, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. In the case of any foreign
stockholder, the Depositary will withhold 30% of the purchase price of Shares
purchased from such stockholder in order to satisfy certain federal withholding
requirements, unless such foreign stockholder proves in a manner satisfactory to
the Company and the Depositary that: (i) the sale of its Shares pursuant to the
Offer will qualify as a sale or exchange (and not as a dividend) for federal
income tax purposes (see Section 14), in which case no withholding will be
required, (ii) the foreign stockholder is eligible, under a tax treaty, for a
reduced rate of withholding with respect to dividend income, in which case the
Depositary will withhold at the reduced treaty rate, or (iii) the foreign
stockholder is exempt from withholding because the gross proceeds are
effectively connected with the conduct of a trade or business by the foreign
stockholder within the United States. Each stockholder should consult his or her
own tax advisor as to whether such stockholder is subject to or exempt from
federal income tax withholding.
For a discussion of certain other federal income tax consequences to
tendering stockholders, see Section 14.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares at each of the Book-Entry Transfer Facilities for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in a Book-Entry Transfer Facility
system may make book-entry delivery of the Shares by causing such facility to
transfer such Shares into the Depositary's account in accordance with such
facility's procedure for such transfer. Even though delivery
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of Shares may be effected through book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities, a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof),
together with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and other required documents, must, in
any case, be transmitted to and received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date, or the guaranteed delivery procedure set forth below must be
followed. The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of the
book-entry confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against such participant. DELIVERY OF THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE COMPANY OR ONE OF
THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY AND WILL NOT CONSTITUTE A PROPER TENDER.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's certificates are not immediately available (or
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 by the
Expiration Date, such Shares may nevertheless be tendered provided that all of
the following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, telegram or facsimile
transmission), prior to the Expiration Date, a properly completed and duly
executed Notice of Guaranteed Delivery (indicating the price at which the
Shares are being tendered) substantially in the form the Company has
provided with this Offer to Purchase (with any required signature
guarantees); 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 one of the Book-Entry Transfer Facilities), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees, or an Agent's
Message in connection with a book-entry transfer, and any other documents
required by the Letter of Transmittal, are received by the Depositary no
later than 5:00 p.m., New York City time, on the third NYSE trading day
after the date of execution of the Notice of Guaranteed Delivery.
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 Purchase Price to be paid therefor, the form of documents
and the validity, form, eligibility (including the time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, which determination shall be final and binding
on all parties. The Company reserves the absolute right to reject any or all
tenders it determines not to be in proper form or the acceptance of or payment
for which may, based on the advice 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 the tender of any particular Shares, and
the Company's interpretation of the terms of the Offer (including the
instructions in the Letter of Transmittal) shall be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. None of the Company, the
Dealer Manager, the Depositary, the Information Agent or any other person is or
will be obligated to give notice of any defects or irregularities in tenders,
and none of them will incur any liability for failure to give such notice.
RULE 14e-4. It is a violation of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person
(directly or indirectly) to tender Shares for such person's own account unless,
at the time of tender and at the end of the proration period (including any
extension
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thereof), the person so tendering (i) has a net long position equal to or
greater than the amount of (x) Shares tendered or (y) other securities
immediately convertible into, exercisable, or exchangeable for the amount of
Shares tendered and will acquire such Shares for tender by conversion, exercise
or exchange of such other securities, and (ii) will cause such Shares to be
delivered in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The tender of Shares pursuant to any one 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 that (i) such stockholder has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 and (ii) the tender
of such Shares complies with Rule 14e-4. 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 subject to
the conditions of the Offer, including the tendering stockholder's
representations for purposes of Rule 14e-4.
CONDITIONAL TENDER OF SHARES. Under certain circumstances and subject to
the exceptions set forth in Section 2, the Company may prorate the number of
Shares purchased pursuant to the Offer. See Section 1. As discussed in Section
14, the number of Shares to be purchased from a particular stockholder might
affect the tax treatment of such purchase to such stockholder and such
stockholder's decision whether to tender. EACH STOCKHOLDER IS URGED TO CONSULT
WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR. A stockholder may tender Shares subject
to the condition that a specified minimum number of such holder's Shares
tendered pursuant to a Letter of Transmittal or, if applicable, a Notice of
Guaranteed Delivery must be purchased if any such Shares so tendered are
purchased, and any stockholder desiring to make such a conditional tender must
so indicate in the box captioned "Conditional Tender" in such Letter of
Transmittal or Notice of Guaranteed Delivery.
Any tendering stockholders wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of Shares. If the
effect of accepting tenders on a pro rata basis would be to reduce the number of
Shares to be purchased from any stockholder (tendered pursuant to a Letter of
Transmittal or Notice of Guaranteed Delivery) below the minimum number so
specified, such tender will automatically be regarded as withdrawn (except as
provided in the next paragraph) and all Shares tendered by such stockholder
pursuant to such Letter of Transmittal or Notice of Guaranteed Delivery will be
returned as promptly as practicable thereafter.
If conditional tenders, which would otherwise be so regarded as withdrawn,
would cause the total number of Shares to be purchased to fall below 1,100,000,
then, to the extent feasible, the Company will select enough of such conditional
tenders that would otherwise have been so withdrawn to permit the Company to
purchase 1,100,000 Shares (or such greater number of Shares as the Company may
elect to purchase). In selecting among such conditional tenders, the Company
will select by lot and will limit its purchase in each case to the minimum
number of Shares designated by the stockholder in the applicable Letter of
Transmittal or Notice of Guaranteed Delivery as a condition to such
stockholder's tender.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, the tender of Shares
pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company, may also be withdrawn after 12:00 Midnight,
New York City time, on May 20, 1997.
For a withdrawal to be effective, the Depositary must timely receive (at one
of its addresses set forth on the back cover of this Offer to Purchase) a
written, telegraphic or facsimile transmission notice of withdrawal. Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn, the number of Shares to be withdrawn, the price(s) at which
they were tendered, and, if different from that of the person who tendered such
Shares, the name of the registered owner of such
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Shares. If the certificates 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 evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution). If Shares have been
tendered pursuant to the procedure for book-entry transfer set forth in Section
3, the notice of withdrawal must specify the name and the number of the account
at the applicable Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with the procedures of such facility. Any purported
notice of withdrawal that lacks any of the required information will not be an
effective withdrawal of a tender previously made.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Company in its sole discretion,
which determination shall be final and binding on all parties. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person is or will be obligated to give notice of any defects or irregularities
in any notice of withdrawal, and none of them will incur any liability for
failure to give such notice. Any Shares properly withdrawn will thereafter be
deemed not properly tendered for purposes of the Offer. Withdrawn Shares may,
however, be retendered prior to the Expiration Date by again following any of
the procedures described in Section 3.
If the Company extends the period of time during which the Offer is open, 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 on behalf of
the Company all tendered Shares, and such Shares may not be withdrawn except to
the extent tendering stockholders are entitled to withdrawal rights as described
in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which
provides that the issuer making a tender offer shall either pay the
consideration offered or return the tendered securities promptly after the
termination or withdrawal of the tender offer.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, the Company will
determine the Purchase Price it will pay for Shares properly tendered and not
withdrawn, taking into account the number of Shares tendered and the prices
specified by tendering stockholders, and will accept for payment (and thereby
purchase), subject to the proration and conditional tender provisions of the
Offer, Shares properly tendered and not withdrawn at or below the Purchase Price
as promptly as practicable after the Expiration Date. For purposes of the Offer,
the Company will be deemed to have accepted for payment (and thereby purchased),
subject to proration and conditional tenders, Shares which are properly tendered
and not withdrawn at or below the Purchase Price when, as and if the Company
gives oral or written notice to the Depositary of its acceptance of such Shares
for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay the Purchase Price for 1,100,000 Shares (subject to increase or
decrease as provided in Section 1 and Section 15) or such lesser number of
Shares as are properly tendered and not withdrawn at prices not greater than
$25.00 nor less than $22.00 per Share, as promptly as practicable after the
Expiration Date.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as promptly as
practicable after the Expiration Date. The Company, however, does not expect to
be able to announce the final results of any such proration until approximately
seven NYSE trading days after the Expiration Date. Certificates for all Shares
not purchased pursuant to the Offer, including Shares tendered and not withdrawn
at prices greater than the Purchase Price, Shares not purchased because of
proration, and Shares that were conditionally tendered and not accepted for
purchase, will be returned to the tendering stockholders at the Company's
expense (or, in the case of Shares tendered by book-entry transfer, such Shares
will be credited to the account maintained with one of the Book-Entry Transfer
Facilities by the participant therein who so delivered such Shares) as promptly
as practicable (which, in the event of proration, is expected to be
approximately nine NYSE trading days) following the Expiration Date or
termination of the Offer.
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Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation by a Book-Entry Transfer Facility of book-entry transfer of such
Shares to the Depositary), a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees, or
an Agent's Message in connection with a book-entry transfer, and other required
documents. Under no circumstances will the Company pay interest on the Purchase
Price regardless of any delay in making such payment. Payment for Shares may be
delayed in the event of difficulty in determining the number of Shares properly
tendered or if proration is required. See Section 1. 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; provided, however,
that if 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 owner, 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 owner or such other person), payable on account of the transfer
to such person will be deducted from the Purchase Price unless evidence
satisfactory to the Company of the payment of such taxes or exemption therefrom
is submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% (30% FOR FOREIGN
STOCKHOLDERS) OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE
PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 14.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, and in addition to (and
not in limitation of) the Company's right to extend or amend the Offer at any
time in its sole discretion as described in Section 15, the Company shall not be
required to purchase, accept for payment or pay for any Shares tendered, and may
terminate or amend the Offer, if, before acceptance for payment or payment for
any such Shares, any of the following events shall have occurred (or shall have
been determined by the Company to have occurred) which, in the Company's sole
judgment in any such case and regardless of the circumstances (including any
action or inaction by the Company) giving rise to such circumstance, makes it
undesirable or inadvisable to proceed with the Offer or with such purchase or
payment:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person, domestic
or foreign, or before any court or governmental, regulatory or
administrative authority or agency or tribunal, domestic or foreign, which:
(1) challenges the making of the Offer, the acquisition of Shares pursuant
to the Offer or otherwise relates in any manner to or affects the Offer, or
(2) in the Company's sole judgment, could materially affect the business,
condition (financial or otherwise), income, operations or prospects of the
Company or any of its subsidiaries, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company or any of
its subsidiaries or materially impair the Offer's contemplated benefits to
the Company; or
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated,
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enacted, entered, amended, enforced, issued, or deemed to be applicable to
the Offer or the Company or any of its subsidiaries, by any legislative
body, court or any government or governmental, regulatory or administrative
authority or agency or tribunal, domestic or foreign, which, in the
Company's sole judgment, would or might directly or indirectly: (1) 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, (2) 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, (3) materially impair the
contemplated benefits of the Offer to the Company, or (4) materially affect
the business, condition (financial or otherwise), income, operations or
prospects of the Company or any of its subsidiaries, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries; or
(c) there shall have occurred on or after March 24, 1997: (1) the
declaration of a banking moratorium or any suspension of payments in respect
of banks in the United States, (2) any general suspension of trading in, or
limitation on prices for, securities on any United States national
securities exchange or in the over-the-counter market (excluding any
coordinated trading halt triggered solely as a result of a specified
decrease in a market index), (3) the commencement of a war, armed
hostilities or any other national or international crisis directly or
indirectly involving the United States, (4) any limitation (whether or not
mandatory) by any governmental, regulatory or administrative agency or
authority on, or any event which, in the Company's sole judgment, might
affect, the extension of credit by banks or other lending institutions in
the United States, (5) any significant decrease in the market price of the
Shares or in the general level of market prices of equity securities in the
United States or abroad, (6) any change in the general political, market,
economic or financial conditions in the United States or abroad that could,
in the Company's sole judgment, have a material adverse effect on the
business, condition (financial or otherwise), income, operations, prospects
or ability to obtain financing generally of the Company or any of its
subsidiaries, or the trading in the Shares, or (7) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in the
Company's sole judgment, a material acceleration or worsening thereof; or
(d) on or after March 24, 1997, any change shall have occurred or be
threatened in the business, condition (financial or otherwise), income,
operations, stock ownership or prospects of the Company or any of its
subsidiaries, which, in the Company's sole judgment, is or may be material
to the Company or any of such subsidiaries, or any other event shall have
occurred which, in the Company's sole judgment, materially impairs the
Offer's contemplated benefits; or
(e) on or after March 24, 1997, any 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 or
entity; or
(f) (1) any person, entity, or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) 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 which had publicly disclosed such ownership
in a Schedule 13D or Schedule 13G (or amendment thereto) on file with the
Securities and Exchange Commission (the "Commission") on or prior to March
24, 1997), (2) any such person, entity, or group who had filed a Schedule
13D or Schedule 13G with the Commission on or prior to March 24, 1997 shall
have acquired or proposed to acquire beneficial ownership of an additional
2% or more of the outstanding Shares (other than as a result of Shares
repurchased in the Offer), (3) any new group shall have been formed which
beneficially owns more than 5% of the outstanding Shares, or (4) 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.
11
<PAGE>
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, any such condition
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; the
waiver of any such right with respect to particular facts and circumstances
shall not be deemed a waiver with respect to any other facts or circumstances;
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 in this Section 6 and any related judgment by the Company
regarding the inadvisability of proceeding with the acceptance for payment or
payment for any tendered Shares shall be final and binding on all parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on the NYSE under the symbol "WN." The
following table sets forth the high and low sales prices per Share on the NYSE
Composite Tape as compiled from published financial sources and the cash
dividends paid per Share for the calendar quarters indicated. Per Share amounts
reflect a three-for-two stock split effected in the form of a stock dividend to
stockholders of record on each of December 15, 1995 and December 23, 1996:
<TABLE>
<CAPTION>
CASH
DIVIDENDS
PAID PER
HIGH LOW SHARE
------- ------- ---------
<C> <S> <C> <C> <C>
1995:
1st Quarter................................. $ 9 3/4 $ 8 5/8 $.0578
2nd Quarter................................. 10 1/2 9 1/2 .0578
3rd Quarter................................. 12 1/2 10 1/4 .0578
4th Quarter................................. 13 3/8 11 1/2 .0578
1996:
1st Quarter................................. 15 3/4 12 .0667
2nd Quarter................................. 20 15 1/2 .0667
3rd Quarter................................. 19 1/2 15 1/4 .0667
4th Quarter................................. 21 5/8 18 .0667
1997:
1st Quarter (through March 24, 1997)........ 22 7/8 19 1/8 .0800 *
</TABLE>
- ------------------------
* The dividend for the first quarter of 1997 will be paid on March 31, 1997 to
stockholders of record as of March 14, 1997.
On March 24, 1997, the last trading day prior to the announcement of the
Offer, the closing price of the Shares as reported on the NYSE Composite Tape
was $22.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
8. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES.
As of March 24, 1997, the Wynn Foundation (the "Foundation"), of which
Wesley E. Bellwood and John D. Borie, directors of the Company, are trustees,
owned 818,146 Shares, or approximately 6.0% of the Shares outstanding. The
Foundation has advised the Company that it intends to tender 150,000 Shares
pursuant to the Offer. If the Company purchases 1,100,000 Shares pursuant to the
Offer, including the 150,000 Shares that the Foundation intends to tender, the
Foundation would own approximately 5.3% of the outstanding Shares upon
completion of the Offer.
12
<PAGE>
As of March 24, 1997, the Company's directors and executive officers as a
group beneficially owned (including Shares issuable upon the exercise of
outstanding stock options exercisable within 60 days after the date hereof, but
excluding Shares owned by the Foundation) an aggregate of 1,290,136 Shares (or
approximately 9.0% of the outstanding Shares, including Shares issuable upon the
exercise of outstanding stock options exercisable within 60 days after the date
hereof). If the Company purchases 1,100,000 Shares pursuant to the Offer, and no
executive officer or director tenders Shares pursuant to the Offer, then the
Company's executive officers and directors as a group would beneficially own
approximately 9.7% of the outstanding Shares (including Shares issuable upon the
exercise of outstanding stock options exercisable within 60 days after the date
hereof) upon completion of the Offer. The Company has been advised that no
director or executive officer of the Company intends to tender any Shares
pursuant to the Offer.
Based upon the Company's records and upon information provided to the
Company by its directors, executive officers and affiliates, neither the Company
nor any of its subsidiaries 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 of any of the foregoing, has effected any transactions in the
Shares during the 40 business day period prior to the date hereof.
Neither the Company nor, to the best of the Company's knowledge, any of its
affiliates, directors or executive officers, or any of the executive officers or
directors of its subsidiaries, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to the Offer 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).
In March 1989, the Board of Directors adopted a Shareholder Rights Plan (the
"Rights Plan"). The Rights Plan provides for a dividend distribution of Rights
with respect to outstanding shares of Common Stock of the Company issued prior
to the earliest of March 3, 1999, the redemption date of the Rights or certain
takeover events. In the event the Company is acquired under certain
circumstances in a merger in which the Company is not the surviving corporation,
or in the event that 50% or more of the Company's assets or earning power are
sold, the Rights become rights to purchase the acquiring company's common stock
at a 50% discount (the "flip-over feature"). In the event of certain
acquisitions of 25% or more of the Company's Common Stock, the Rights become
rights to purchase the Company's Common Stock at a 50% discount (the "flip-in
feature"). The flip-in feature does not apply to tender or exchange offers for
all outstanding Common Stock determined by nonmanagement directors of the
Company to be fair and in the best interests of the Company and its stockholders
(a "Qualified Offer") which provides the same or a higher value to the remaining
stockholders. The flip-over feature does not apply to a merger following a
Qualified Offer which provided the same or a higher value to the remaining
stockholders. The Rights may be redeemed by the Company at a nominal price under
certain circumstances. The Rights will expire on March 3, 1999 or on such later
date to which the Rights may be extended by the Company, unless earlier
redeemed.
In June 1990, the Company amended the Rights Plan to provide that any person
whose beneficial share ownership exceeds 25% of the total voting power of the
Company as a direct consequence of a stock repurchase program or similar plan of
the Company will not be deemed to have triggered a distribution of Rights.
However, if such person later acquires an additional 1% or more of the
outstanding voting power of the Company, then the Rights will be distributed in
accordance with the provisions of the Rights Plan. Therefore, the repurchase of
Shares by the Company pursuant to the Offer will not cause a distribution of
Rights under the Rights Plan unless such a stockholder acquires additional
Shares as set forth above.
Unless and until the Rights become exercisable, the Rights trade only with
the Shares and are represented by the stock certificates for the Shares. If the
Rights become exercisable, separate certificates representing the Rights will be
delivered to the holders of the Shares at such time, and the Rights will then
13
<PAGE>
trade separately from the Shares. Unless the Rights are redeemed by the Company
prior to the expiration of the Offer, a tender of Shares will also constitute a
tender of the Rights. No separate consideration will be paid for the Rights.
Upon the purchase of Shares by the Company pursuant to the Offer, the sellers of
Shares so purchased will no longer own the Rights associated with such Shares.
The foregoing description of the Rights and the Rights Plan is qualified in
its entirety by the terms of the Rights Agreement dated as of March 3, 1989, as
amended June 11, 1990 and March 24, 1997, between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
9. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 1,100,000 Shares pursuant to the Offer
at a Purchase Price of $25.00 per Share, the Company expects the maximum
aggregate cost, including all fees and expenses applicable to the Offer, to be
approximately $28.0 million. This amount will be paid from cash and cash
equivalents of the Company.
10. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
Over the past several years the Company has generated substantial excess
cash. At December 31, 1996, the Company's cash and cash equivalents were
approximately $53.3 million. The Company is making the Offer because the Board
of Directors believes that, given the Company's cash and cash equivalents, and
its anticipated capital requirements for existing operations, the Offer
represents the opportunity to return a portion of the Company's cash to the
Company's stockholders, permitting them to invest it according to their
preferences and objectives. After considering other alternatives, such as
retaining all of the excess funds for possible future acquisitions or paying a
special cash dividend, the Board of Directors concluded that the Offer was the
preferable alternative for enhancing stockholder value. The Company believes
that following completion of the Offer, its cash and cash equivalents, projected
cash flow from operations and credit available under its lines of credit will be
adequate to meet the Company's cash needs for normal operations and anticipated
capital expenditures for the foreseeable future. In addition, the Company
believes that, in light of the Company's financial position, the consummation of
the Offer should not foreclose possible future acquisitions.
The Offer gives stockholders the opportunity to sell Shares at prices
greater than market prices prevailing prior to announcement of the Offer. The
Offer provides stockholders who are considering a sale of all or a portion of
their Shares the opportunity to determine the price or prices (not greater than
$25.00 nor less than $22.00 per Share) at which they are willing to sell their
Shares and, if any such Shares are purchased pursuant to the Offer, to sell
those Shares for cash without the usual transaction costs associated with
open-market sales. The Offer also allows stockholders (other than, in the event
of proration, Odd Lot Owners who complete the section captioned "Odd Lots" in
the Letter of Transmittal) to sell a portion of their Shares while retaining a
continuing equity interest in the Company if they so desire. Any Odd Lot Owner
whose Shares are purchased pursuant to the Offer not only will avoid any payment
of brokerage commissions, but also will avoid any applicable odd lot discounts
payable on sales of odd lots on the NYSE.
Stockholders whose Shares are not purchased in the Offer will realize an
increase in their percentage ownership 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 the future. Because of the
smaller number of Shares outstanding after consummation of the Offer, increases
or decreases in net earnings will result in proportionately greater increases or
decreases in earnings per Share. See Section 11.
See Section 12 for information regarding certain effects of the Offer on the
market for the Shares.
14
<PAGE>
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8.
In November 1995, the Company announced that its Board of Directors had
authorized the repurchase of Shares for an aggregate consideration not to exceed
$15.0 million (the "Repurchase Program"). As of August 1, 1996, the last date on
which the Company purchased Shares pursuant to the Repurchase Program, the
Company had repurchased on the open market an aggregate of 102,150 Shares at an
average price of approximately $17.29 per Share. The Offer is not part of the
Repurchase Program.
Although the Company has no current plans to acquire additional Shares other
than as disclosed in this Offer to Purchase, the Company may in the future
purchase additional Shares in the open market (pursuant to the Repurchase
Program or otherwise), in privately negotiated transactions or otherwise. Any
such purchases may be on the same terms or on terms which are more or less
favorable to stockholders than the terms of the Offer. 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, alternative investment
opportunities available to the Company, the results of the Offer, the Company's
business and financial position and general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be treated as
treasury shares and will be available for the Company to issue without further
stockholder action (except as required by applicable law or the rules of NYSE or
any other securities exchange on which the Shares are then listed). Such Shares
could be issued without stockholder approval for such purposes as, among others,
the acquisition of other businesses, the raising of additional capital for use
in the Company's business, the distribution of stock dividends and the
implementation of, or the satisfaction of obligations under, stock option and
employee benefit plans. Except for the issuance of Shares under the Company's
stock option and employee benefit plans, the Company has no current plans for
reissuance of the Shares it may acquire pursuant to the Offer or issuance of any
other authorized but unissued shares.
Except as disclosed in this Offer to Purchase, the Company has no present
plans or proposals which relate to or would result in the following: (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, including, but not
limited to any plan or proposal to change the number or the term of office of
directors (except for the annual election of directors at the Company's 1997
Annual Meeting of Stockholders), to fill any existing vacancy on the Board of
Directors or to change any material term of the employment contract of any
executive officer; (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 Certificate of Incorporation or By-Laws or any other actions which 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; (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. The Company's Proxy Statement for the Annual
Meeting of Stockholders to be held on May 7, 1997 contains a proposal by the
Company for stockholders to approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
20,000,000 to 40,000,000 shares. Such
15
<PAGE>
increase in the number of authorized shares could, under certain circumstances,
increase the ability of the Company to take actions, such as the issuance of
additional Shares, that could impede the acquisition of control of the Company.
11. CERTAIN INFORMATION ABOUT THE COMPANY.
GENERAL
The Company, through its subsidiaries, is engaged primarily in the
automotive and industrial components business and the specialty chemicals
business. The Company designs, produces and sells O-rings and other seals and
molded elastomeric and thermoplastic polymer products. The Company also
formulates, produces and sells specialty chemical products, service programs and
automotive service equipment and distributes, primarily in southern California,
locks and hardware products manufactured by others.
The Company is a Delaware corporation. Its principal executive offices are
located at 500 North State College Boulevard, Suite 700, Orange, California
92868, and its telephone number is (714) 938-3700.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following presents certain summary historical consolidated financial
information of the Company and its subsidiaries. The summary historical
consolidated financial information at and for the years ended December 31, 1996
and December 31, 1995 is derived from the audited consolidated financial
statements incorporated by reference in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996. This information should be read in
conjunction with, and is qualified in its entirety by reference to, such audited
consolidated financial statements and their related notes. See "Additional
Information" below.
16
<PAGE>
WYNN'S INTERNATIONAL, INC.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except share data and ratios)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
INCOME STATEMENT DATA
- ---------------------
REVENUES:
Net sales............................................................................. $ 288,531 $ 262,584
Interest income....................................................................... 1,763 943
------------ ------------
290,294 263,527
------------ ------------
Costs and Expenses:
Cost of sales......................................................................... 174,440 157,398
Selling, general and administrative................................................... 81,719 78,279
Interest expense...................................................................... 217 1,350
------------ ------------
256,376 237,027
------------ ------------
Income from continuing operations before taxes based on income........................ 33,918 26,500
Provision for taxes based on income................................................... 12,617 9,799
------------ ------------
Income from continuing operations..................................................... 21,301 16,701
------------ ------------
Discontinued operations:
Income (loss) from discontinued operations, net of income taxes (benefits) of $14
and $(691), respectively.......................................................... 16 (1,258)
Loss on disposal of discontinued operations, net of income tax benefits of $4,643... (879) --
------------ ------------
Net income............................................................................ $ 20,438 $ 15,443
------------ ------------
------------ ------------
Earnings (loss) per share of common stock:
Primary:
Continuing operations............................................................. $ 1.50 $ 1.21
Discontinued operations:
Income (loss) from operations................................................... -- (.09)
Loss on disposal................................................................ (.06) --
------------ ------------
Total......................................................................... $ 1.44 $ 1.12
------------ ------------
------------ ------------
Fully diluted....................................................................... $ 1.43 $ 1.10
------------ ------------
------------ ------------
Shares used to calculate earnings (loss) per share:
Primary............................................................................. 14,233,872 13,780,365
Fully diluted....................................................................... 14,307,395 14,053,598
Ratio of earnings to fixed charges.................................................... 36.3 14.0
<CAPTION>
DECEMBER 31
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
BALANCE SHEET DATA
- ------------------
Cash and cash equivalents............................................................. $ 53,304 $ 23,127
Other current assets.................................................................. 100,698 109,644
Total current liabilities............................................................. 64,413 54,595
Working capital....................................................................... 89,589 78,176
Total assets.......................................................................... 205,105 177,822
Long-term debt........................................................................ -- 75
Stockholders' equity.................................................................. 132,952 116,233
Long-term debt to stockholders' equity ratio.......................................... -- --
Book value per common share........................................................... $ 9.72 $ 8.57
</TABLE>
17
<PAGE>
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following summary unaudited pro forma consolidated financial information
assumes the Company repurchases 1,100,000 Shares pursuant to the Offer at prices
of $22.00 and $25.00 per Share and incurs fees and expenses of $450,000 related
to the Offer. The pro forma adjustments assume that the transaction occurred,
for the purposes of the consolidated statement of income, as of the first day of
the period presented, and for purposes of the consolidated balance sheet, as of
its date. The summary unaudited pro forma consolidated financial information
should be read in conjunction with the summary historical consolidated financial
information and does not purport to be indicative of the results which may be
obtained in the future or which would actually have been obtained had the Offer
occurred as of the dates indicated. There can be no assurance that the Company
will purchase 1,100,000 Shares or of the price at which Shares will be
purchased.
18
<PAGE>
WYNN'S INTERNATIONAL, INC.
SUMMARY UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except share data and ratios)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
----------------------------------
PRO FORMA (UNAUDITED)
----------------------
AT $22.00 AT $25.00
PER PER
HISTORICAL SHARE(a) SHARE(a)
---------- ---------- ----------
<S> <C> <C> <C>
INCOME STATEMENT DATA
- ---------------------
Revenues:
Net sales.................................................................. $ 288,531 $ 288,531 $ 288,531
Interest income............................................................ 1,763 469 296
---------- ---------- ----------
290,294 289,000 288,827
---------- ---------- ----------
Costs and Expenses:
Cost of sales.............................................................. 174,440 174,440 174,440
Selling, general and administrative........................................ 81,719 81,719 81,719
Interest expense........................................................... 217 217 217
---------- ---------- ----------
256,376 256,376 256,376
---------- ---------- ----------
Income from continuing operations before taxes based
on income................................................................ 33,918 32,624 32,451
Provision for taxes based on income........................................ 12,617 12,112 12,045
---------- ---------- ----------
Income from continuing operations.......................................... 21,301 20,512 20,406
---------- ---------- ----------
Discontinued operations:
Income from discontinued operations, net
of income taxes of $14................................................. 16 16 16
Loss on disposal of discontinued operations, net
of income tax benefits of $4,643....................................... (879) (879 ) (879 )
---------- ---------- ----------
Net income................................................................. $ 20,438 $ 19,649 $ 19,543
---------- ---------- ----------
---------- ---------- ----------
Earnings (loss) per share of common stock:
Primary:
Continuing operations.................................................. $ 1.50 $ 1.56 $ 1.55
Discontinued operations:
Income from operations............................................... -- -- --
Loss on disposal..................................................... (.06) (.06 ) (.06 )
---------- ---------- ----------
Total.............................................................. $ 1.44 $ 1.50 $ 1.49
---------- ---------- ----------
---------- ---------- ----------
Fully diluted............................................................ $ 1.43 $ 1.49 $ 1.48
---------- ---------- ----------
---------- ---------- ----------
Shares used to calculate earnings (loss) per share:
Primary.................................................................. 14,233,872 13,133,872 13,133,872
Fully diluted............................................................ 14,307,395 13,207,395 13,207,395
Ratio of earnings to fixed charges......................................... 36.3 34.9 34.7
<CAPTION>
DECEMBER 31, 1996
----------------------------------
PRO FORMA (UNAUDITED)
----------------------
AT $22.00 AT $25.00
HISTORICAL PER SHARE PER SHARE
---------- ---------- ----------
<S> <C> <C> <C>
BALANCE SHEET DATA
- ------------------
Cash and cash equivalents.................................................. $ 53,304 $ 28,654 $ 25,354
Other current assets....................................................... 100,698 100,698 100,698
Total current liabilities.................................................. 64,413 64,413 64,413
Working capital............................................................ 89,589 64,939 61,639
Total assets............................................................... 205,105 180,455 177,155
Long-term debt............................................................. -- -- --
Stockholders' equity....................................................... 132,952 108,302 105,002
Long-term debt to stockholders' equity ratio............................... -- -- --
Book value per common share................................................ $ 9.72 $ 8.61 $ 8.35
</TABLE>
- ------------------------------
(a) Lower interest income is due to the assumed use of cash and cash equivalents
to purchase Shares pursuant to the Offer. The reduction in interest income
assumes that cash equivalents had earned interest at the rate of 5.25% per
annum. The lower number of Shares used to calculate pro forma earnings
(loss) per share assumes 1,100,000 Shares were purchased as of the first day
of the period presented. There can be no assurance that the Company will
purchase 1,100,000 Shares or of the price at which Shares will be purchased.
19
<PAGE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files periodic reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. The Company is required to disclose in such proxy statements
and reports certain information, as of particular dates, concerning the
Company's directors and officers, their remuneration, stock options granted to
them, the principal owners of the Company's securities and any material interest
of such persons in transactions with the Company. The Company has also filed an
Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") with the
Commission, which includes certain additional information relating to the Offer.
Such material may be inspected at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and also should be available for inspection and copying at the following
regional offices of the Commission: 7 World Trade Center, Suite 1300, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661. Reports, proxy materials and other information about
the Company are also available at the offices of the NYSE, 20 Broad Street, New
York, New York 10005. Copies may also be obtained by mail for prescribed rates
from the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Schedule 13E-4 will not be available at the Commission's
regional offices. Electronic filings made through the Electronic Data Gathering
Analysis and Retrieval System are also publicly available through the Commission
Web Site (http://www.sec.gov).
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of stockholders, either of which may adversely affect the liquidity and
value of Shares held by remaining stockholders. Nonetheless, the Company
anticipates that there will still be a sufficient number of Shares outstanding
and publicly traded following the Offer to ensure a continued trading market in
the Shares. Based on the published guidelines of the NYSE, the Company believes
that its purchase of Shares pursuant to the Offer will not cause its remaining
Shares to be delisted from such exchange.
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 on the collateral of the Shares. 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. Eligibility for treatment as margin securities will, however,
continue to depend on maintenance of a minimum daily trading volume.
The Shares are registered under the Exchange Act which requires, among other
things, that the Company furnish certain information to its stockholders and to
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.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that appears to
be material to its business that might be adversely affected by its acquisition
of Shares as contemplated in the Offer 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 Company's acquisition of
Shares as contemplated by the Offer. Should any such approval or other action be
required, the Company currently contemplates that it will seek such approval or
other action. The Company cannot predict whether it may determine that it is
required to delay the acceptance for payment of, or payment for, Shares tendered
20
<PAGE>
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 would be obtained 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 are subject to certain
conditions. See Section 6.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following summary is a general discussion of certain of the United
States federal income tax consequences of the Offer.
This summary is based upon the Internal Revenue Code of 1986, as amended
through the date hereof (the "Code"), and existing final, temporary and proposed
Treasury Regulations, Revenue Rulings and judicial decisions, all of which are
subject to prospective and retroactive legislative, judicial or administrative
changes and interpretation. No ruling as to any matter discussed in this summary
has been requested or received from the Internal Revenue Service (the "IRS") and
the Company has no intention to request or receive any such ruling.
IN GENERAL. A stockholder's sale of Shares for cash pursuant to the Offer
will be a taxable transaction for federal income tax purposes, and may also be a
taxable transaction under applicable state, local, foreign or other tax laws.
This summary does not discuss any aspects of state, local, foreign or other tax
laws. Certain stockholders (including insurance companies, tax-exempt
organizations, financial institutions, broker dealers and stockholders who have
acquired their Shares upon the exercise of options or otherwise as compensation)
may be subject to special rules not discussed below. For purposes of this
discussion, stockholders are assumed to hold their Shares as "capital assets"
(within the meaning of Section 1221 of the Code).
TREATMENT AS A SALE OR EXCHANGE. Under Section 302 of the Code, a sale of
Shares to the Company pursuant to the Offer will, as a general rule, be treated
as a "sale or exchange" of the Shares (rather than as a distribution by the
Company with respect to the Shares held by the tendering stockholder) for United
States federal income tax purposes if the receipt of cash upon the sale: (a) is
"substantially disproportionate" with respect to the stockholder; (b) is in
"complete redemption" of the stockholder's interest in the Company; or (c) is
"not essentially equivalent to a dividend" with respect to the stockholder.
These tests (the "Section 302 tests") are explained more fully below.
Notwithstanding the foregoing, the rules on "collapsible corporations" might, if
they applied, cause a stockholder's gain to be ordinary income (rather than
capital gain). Because of its long operating history, the nature of its assets
and other factors, the Company believes it is not a "collapsible corporation."
If any of the Section 302 tests is satisfied, a tendering stockholder will
recognize capital gain or loss equal to the difference between the amount of
cash received by the stockholder pursuant to the Offer and the stockholder's tax
basis in the Shares sold pursuant to the Offer. If the Shares have been held for
more than one year, the gain or loss will be long-term capital gain or loss.
Therefore, a tendering stockholder may wish to take the various tax bases and
holding periods of his Shares, if such characteristics are not uniform, into
account in determining which Shares to tender. However, it should be noted that
President Clinton's Fiscal Year 1998 Budget Proposal would amend the Code to
provide that in the case of substantially identical securities (such as the
Shares), the tax basis of the securities would be determined on an average
basis. In its current form, the proposal would be effective for determinations
made 30 days after the date of enactment.
CONSTRUCTIVE OWNERSHIP OF STOCK. In determining whether any of the Section
302 tests is satisfied, a stockholder must take into account not only Shares
actually owned by the stockholder, but also Shares that are considered as being
owned by the stockholder ("constructive ownership") pursuant to Section 318 of
the Code. Under Section 318, a stockholder is deemed to own Shares actually
owned, and in some cases
21
<PAGE>
Shares constructively owned, by certain related individuals and entities in
which the stockholder has an interest, or, in the case of stockholders that are
entities, by certain individuals or entities that have an interest in the
stockholder, as well as any Shares the stockholder has a right to acquire by
exercise of an option or by the conversion or exchange of a security.
THE SECTION 302 TESTS. One of the following tests must be satisfied in
order for the sale of Shares pursuant to the Offer to be treated as a sale
rather than as a dividend distribution:
(a) SUBSTANTIALLY DISPROPORTIONATE TEST. The receipt of cash by a
stockholder will be substantially disproportionate with respect to the
stockholder if the percentage of the outstanding voting stock of the Company
actually and constructively owned by the stockholder immediately following
the sale of Shares pursuant to the Offer (treating Shares sold pursuant to
the Offer as not outstanding) is less than 80% of the percentage of the
outstanding voting stock of the Company actually and constructively owned by
the stockholder immediately before the sale (treating Shares sold pursuant
to the Offer as outstanding). Stockholders should consult their tax advisors
with respect to the application of the "substantially disproportionate" test
to their particular facts and circumstances.
(b) COMPLETE REDEMPTION TEST. The receipt of cash by a stockholder
will be in complete redemption of the stockholder's interest if either (1)
all of the stock of the Company that is actually and constructively owned by
the stockholder is sold pursuant to the Offer or (2) all of the stock of the
Company actually owned by the stockholder is sold pursuant to the Offer and
the stockholder is eligible to waive, and effectively waives, the
attribution of stock of the Company constructively owned by the stockholder
in accordance with the procedures described in Section 302(c)(2) of the
Code. Stockholders considering making such an election should do so in
consultation with their tax advisors.
(c) NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND TEST. Even if the receipt
of cash by a stockholder fails to satisfy the "substantially
disproportionate" test or the "complete redemption" test, such stockholder
may nonetheless be able to satisfy the "not essentially equivalent to a
dividend" test. The receipt of cash by a stockholder will be "not
essentially equivalent to a dividend" if the stockholder's sale of Shares
pursuant to the Offer results in a "meaningful reduction" of the
stockholder's proportionate interest in the Company. Whether the receipt of
cash by a stockholder will result in a meaningful reduction of the
stockholder's proportionate interest will depend on the stockholder's
particular facts and circumstances. However, in the case of a small minority
stockholder, even a small reduction may satisfy this test where, as expected
in the case of the Offer, payments will not be pro rata with respect to all
outstanding Shares. Stockholders expecting to rely upon the "not essentially
equivalent to a dividend" test should, therefore, consult with tax advisors
as to its application in their particular situation.
Although the issue is not free from doubt, it may be possible for a
tendering stockholder to satisfy one of the above three tests by
contemporaneously selling or otherwise disposing of all or some of the Shares
that are actually owned (or by causing another to sell or otherwise dispose of
all or some of the Shares that are constructively owned) by such stockholder but
are not purchased pursuant to the Offer. Correspondingly, a tendering
stockholder may not be able to satisfy one of the above three tests because of
contemporaneous acquisitions of Shares by such stockholder or by some person or
entity whose Shares would be treated as constructively owned by such
stockholder. Stockholders should consult their tax advisors regarding the tax
consequences of such sales or acquisitions in their particular circumstances.
In the event that the Offer is oversubscribed, the Company's purchase of
Shares pursuant to the Offer will be prorated. Thus, in such case even if all
the Shares actually and constructively owned by a stockholder are tendered
pursuant to the Offer, not all of the Shares will be purchased by the Company,
which in turn may affect the stockholder's ability to satisfy one or more of the
Section 302 tests.
TREATMENT AS A DIVIDEND. If none of the Section 302 tests is satisfied and
if as anticipated (although there can be no assurance) the Company has
sufficient "earnings and profits" (as that term is used in
22
<PAGE>
Section 316(a) of the Code), a tendering stockholder will be treated as having
received a dividend includable in gross income in an amount equal to the entire
amount of cash received by the stockholder pursuant to the Offer. This amount
will not be reduced by the stockholder's tax basis in the Shares sold pursuant
to the Offer, and (except as described below for corporate stockholders eligible
for the dividends-received deduction) the stockholder's tax basis in those
Shares will be added to the stockholder's tax basis in his or her remaining
Shares. No assurance can be given that any of the Section 302 tests will be
satisfied as to any particular stockholder, and thus no assurance can be given
that any particular stockholder will not be treated as having received a
dividend taxable as ordinary income. Any cash received for Shares pursuant to
the Offer in excess of the Company's "earnings and profits" will be treated,
first, as a non-taxable return of capital to the extent of the stockholder's
basis for such stockholder's Shares, and, thereafter, as a capital gain to the
extent it exceeds such tax basis.
CORPORATE STOCKHOLDER DIVIDEND TREATMENT. If a sale of Shares by a
stockholder which is a corporation is treated as a dividend, the corporate
stockholder may be entitled to claim a deduction equal to 70% of the dividend
under Section 243 of the Code, subject to applicable limitations. Corporate
stockholders should, however, 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 may be reduced by periods during which the taxpayer's
risk of loss with respect to 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 stockholder has incurred indebtedness directly attributable
to an investment in Shares, the 70% dividends-received deduction may be reduced
by a percentage generally computed based on the amount of such indebtedness and
the total adjusted tax basis in the Shares. In addition, in the likely event
that the Company does not purchase an equal percentage of each stockholder's
Shares, any amount received by a corporate stockholder pursuant to the Offer
that is treated as a dividend would probably constitute an "extraordinary
dividend" under Section 1059 of the Code. For this purpose, all dividends
received by a stockholder within, and having their ex-dividend date within, an
85-day period (expanded to a 365-day period in the case of dividends received in
such period that in the aggregate exceed 20% of the stockholder's adjusted tax
basis in the Shares) are aggregated and also treated as extraordinary dividends.
Accordingly, a corporate stockholder would be required under Section 1059(a) of
the Code to reduce its basis (but not below zero) in its Shares by the non-taxed
portion of the dividend (i.e., the portion of the dividend for which a deduction
is allowed), and if such portion exceeds the stockholder's tax basis for its
Shares, to treat the excess as gain from the sale of such Shares in the year in
which a sale or disposition of such Shares occurs (which, in certain
circumstances, may be the year in which Shares are sold pursuant to the Offer),
thereby creating "negative basis" in such Shares. Even if the purchase of Shares
pursuant to the Offer is pro rata with respect to all stockholders, however, any
amount received by a corporate stockholder could nevertheless be considered an
"extraordinary dividend" under Section 1059 of the Code unless such
corporation's stock has been held for more than two years (excluding periods
during which the corporation's risk of loss with respect to the stock has been
diminished by reason of the existence of certain options or other transactions).
President Clinton's Fiscal Year 1998 Budget Proposal would make certain changes
to the dividend treatment of corporate stockholders described above. The
dividends received deduction would be reduced from 70% to 50% for dividends paid
or accrued after the 30th day after the date of enactment. In addition, the
proposal would require immediate gain recognition whenever the basis of stock,
with respect to which any extraordinary dividend was received, is reduced below
zero. In its current form the latter change would apply to distributions after
certain designated dates in 1995, and therefore if enacted could apply to a sale
of Shares by a corporate stockholder pursuant to the Offer if the sale is
treated as a dividend.
Corporate stockholders should consult their own tax advisors as to the
application of Section 1059 of the Code to the Offer.
BACKUP WITHHOLDING. See Section 3 concerning the potential application of
federal backup withholding.
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<PAGE>
FOREIGN STOCKHOLDERS. The Company will assume that the exchange is a
dividend as to foreign stockholders and will therefore withhold federal income
tax at a rate equal to 30% of the gross proceeds paid to a foreign stockholder
or his agent pursuant to the Offer, unless the Company and the Depositary
determine that: (a) the sale of its Shares pursuant to the Offer will qualify as
a sale or exchange (and not as a dividend) for federal income tax purposes, in
which case no withholding will be required, (b) the foreign
stockholder is eligible, under a tax treaty, for a reduced rate of withholding
with respect to dividend income, in which case the Depositary will withhold at
the reduced treaty rate, or (c) the foreign stockholder is exempt from
withholding because the gross proceeds are effectively connected with the
conduct of a trade or business by the foreign stockholder within the United
States. For this purpose, a foreign stockholder is any stockholder that is not
(a) a citizen or resident of the United States, (b) a corporation, partnership
or other entity created or organized in or under the laws of the United States
or a political subdivision thereof, (c) an estate the income of which is subject
to United States federal income taxation regardless of the source of such
income, or (d) a trust with respect to which (1) a court within the United
States is able to exercise primary supervision over the administration of the
trust, and (2) one or more United States fiduciaries have the authority to
control all substantial decisions of the trust.
Generally, the determination of whether a reduced rate of withholding is
applicable is made by reference to a foreign stockholder's address or to a
properly completed Form 1001 furnished by the stockholder, and the determination
of whether an exemption from withholding is available on the grounds that gross
proceeds paid to a foreign stockholder are effectively connected with a United
States trade or business is made on the basis of a properly completed Form 4224
furnished by the stockholder. The Depositary will determine a foreign
stockholder's eligibility for a reduced rate of, or exemption from, withholding
by reference to the stockholder's address and any Forms 1001 or 4224 submitted
to the Depositary by a foreign stockholder unless facts and circumstances
indicate that such reliance is not warranted or unless applicable law requires
some other method for determining whether a reduced rate of withholding is
applicable. These forms can be obtained from the Depositary. See the
instructions to the Letter of Transmittal.
A foreign stockholder with respect to whom tax has been withheld may be
eligible to obtain a refund of all or a portion of the withheld tax if the
stockholder satisfies one of the Section 302 tests for capital gain treatment or
is otherwise able to establish that no tax or a reduced amount of tax was due.
Foreign stockholders 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.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON,
AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING STOCKHOLDER.
NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE
URGED TO CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES MADE BY THEM
PURSUANT TO THE OFFER AND THE EFFECT OF THE CONSTRUCTIVE STOCK OWNERSHIP RULES
MENTIONED ABOVE.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS.
The Company expressly reserves the right, at any time or from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. There can be no assurance, however, that
the Company will exercise its right to extend the Offer. During any such
extension, all Shares previously tendered will remain subject to the Offer,
except to the extent that such Shares may be withdrawn as set forth in Section
4. The Company also expressly reserves the right, in its sole discretion, to
terminate the Offer and not purchase, accept for payment or pay for any Shares
not theretofore accepted for payment or
24
<PAGE>
paid for or, subject to applicable law, to postpone payment for Shares upon the
occurrence of any of the conditions specified in Section 6 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 which it has accepted for payment is limited by Rules
13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act. Rule 13e-4(f)(2)
requires that the Company permit Shares tendered pursuant to the Offer to be
withdrawn: (i) at any time during that period the Offer remains open; and (ii)
if not yet accepted for payment, after the expiration of forty business days
from the commencement of the Offer. Rule 13e-4(f)(5) requires that the Company
must either pay the consideration offered or return the Shares tendered promptly
after the termination or withdrawal of the Offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole discretion,
at any time or from time to time to amend the Offer in any respect, including
increasing or decreasing the number of Shares the Company may purchase or the
range of prices it may pay pursuant to the Offer. Amendments to the Offer may be
made at any time or 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., New York City time, on the next business day after the previously
scheduled 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 (i) the Company increases or decreases the price to be paid for
Shares, or the Company increases the number of Shares being sought and any such
increase in the number of Shares being sought exceeds 2% of the outstanding
Shares, or the Company decreases the number of Shares being sought and (ii) the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
such increase or decrease is first published, sent or given, the Offer will be
extended until the expiration of such period of ten business days.
16. FEES AND EXPENSES.
The Company has retained Lehman Brothers as financial advisor and Dealer
Manager in connection with the Offer for which it will receive fees of $250,000.
The Company has also agreed to reimburse Lehman Brothers for its reasonable
out-of-pocket expenses relating to the Offer, including reasonable fees and
expenses of counsel, and to indemnify Lehman Brothers against certain
liabilities in connection with the Offer, including certain liabilities under
the federal securities laws. Lehman Brothers has also rendered various
investment banking and other advisory services to the Company in the past, for
which it has received customary compensation.
The Company has retained D. F. King & Co., Inc. as Information Agent and
Harris Trust Company of New York as Depositary in connection with the Offer. The
Information Agent may contact stockholders by mail, telephone, fax, telex,
telegraph and personal interviews, and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Depositary and the Information Agent will receive reasonable and
customary compensation for their services. The Company will also reimburse the
Depositary and the Information Agent for their reasonable out-of-pocket expenses
relating to the Offer, including reasonable fees and expenses of counsel, and
has agreed to indemnify the Depositary and the Information Agent against certain
liabilities in connection with the
25
<PAGE>
Offer, including certain liabilities under the federal securities laws. Neither
the Information Agent nor the Depositary has been retained to make solicitations
or recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than Lehman Brothers) for
soliciting any Shares pursuant to the Offer. The Company will, however, on
request through the Information Agent, reimburse such persons for reasonable and
customary handling and mailing expenses incurred in forwarding materials in
respect of the Offer to the beneficial-owners for which they act as nominees. No
such broker, dealer, commercial bank or trust company has been authorized to act
as the Company's agent for purposes of the Offer. The Company will pay (or cause
to be paid) any stock transfer taxes on its purchase of Shares, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
17. MISCELLANEOUS.
The Offer is not being made to, nor will the Company accept tenders from,
holders of Shares in any jurisdiction in which the Offer or its acceptance would
not comply with the securities or Blue Sky laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or the
tender of Shares would not be in compliance with the laws of such jurisdiction.
If the Company becomes aware of any jurisdiction where the making of the Offer
is not in compliance with any valid applicable law, the Company will make a good
faith effort to comply with such law. If, after such good faith effort, the
Company cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares residing in such
jurisdiction. In any jurisdiction the securities or Blue Sky laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Company's behalf by Lehman Brothers as Dealer Manager
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF GIVEN OR MADE, SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
WYNN'S INTERNATIONAL, INC.
March 26, 1997
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<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for the Shares and any other required documents
should be sent or delivered by each stockholder or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its
addresses set forth below:
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Receive Window 77 Water Street P.O. Box 1023
77 Water Street--5th 4th Floor Wall Street Station
Floor New York, New York 10005 New York, New York 10268
New York, New York 10005
BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE:
(212) 701-7636 For Information (212) 701-7624
(212) 701-7640 Call Collect
(212) 701-7624
</TABLE>
Any questions or 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 the Information Agent at the telephone numbers and
address below. You may also contact the Dealer Manager or your broker, dealer,
commercial bank or trust company for assistance concerning the Offer. To confirm
delivery of your Shares, you are directed to contact the Depositary.
THE INFORMATION AGENT FOR THE OFFER IS:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
(800) 207-2014 (Toll-free)
THE DEALER MANAGER FOR THE OFFER IS:
LEHMAN BROTHERS
555 California Street
San Francisco, California 94104
(415) 274-5263 (Call Collect)
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
WYNN'S INTERNATIONAL, INC.
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
OF
WYNN'S INTERNATIONAL, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 26, 1997
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
TO: HARRIS TRUST COMPANY OF NEW YORK, DEPOSITARY
<TABLE>
<S> <C> <C>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Receive Window 77 Water Street P.O. Box 1023
77 Water Street--5th 4th Floor Wall Street Station
Floor New York, New York 10005 New York, New York 10268
New York, New York 10005
BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE:
(212) 701-7636 For Information (212) 701-7624
(212) 701-7640 Call Collect
(212) 701-7624
</TABLE>
YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED
AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTION 3)
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(IF BLANK, PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
TOTAL NUMBER
OF SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S)* CERTIFICATE(S) TENDERED**
<S> <C> <C> <C>
TOTAL SHARES
</TABLE>
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being
delivered to the Depositary are being tendered. See Instruction 4.
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY (A) IF CERTIFICATES FOR SHARES
(AS DEFINED BELOW) ARE TO BE FORWARDED WITH IT, OR (B) IF A TENDER OF SHARES IS
TO BE MADE BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT
THE DEPOSITORY TRUST COMPANY ("DTC") OR THE PHILADELPHIA DEPOSITORY TRUST
COMPANY ("PDTC") (COLLECTIVELY, THE "BOOK-ENTRY TRANSFER FACILITIES") PURSUANT
TO SECTION 3 OF THE OFFER TO PURCHASE, UNLESS AN AGENT'S MESSAGE (AS DEFINED IN
THE OFFER TO PURCHASE) IS USED.
STOCKHOLDERS WHOSE CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT
DELIVER THEIR CERTIFICATES FOR SHARES AND ALL OTHER DOCUMENTS THIS LETTER OF
TRANSMITTAL REQUIRES TO THE DEPOSITARY AT OR BEFORE THE EXPIRATION DATE (AS
DEFINED IN THE OFFER TO PURCHASE), OR WHO ARE UNABLE TO COMPLY WITH THE
PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS, MUST TENDER THEIR SHARES
ACCORDING TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN SECTION 3 OF THE
OFFER TO PURCHASE. SEE INSTRUCTION 2. DELIVERY OF DOCUMENTS TO THE COMPANY OR
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
A STOCKHOLDER WHO OWNED BENEFICIALLY AS OF THE CLOSE OF BUSINESS ON MARCH
24, 1997, AND WHO CONTINUES TO OWN BENEFICIALLY AS OF THE EXPIRATION DATE, AN
AGGREGATE OF FEWER THAN 100 SHARES, AND WHO SATISFIES THE OTHER REQUIREMENTS SET
FORTH IN INSTRUCTION 8, MAY HAVE ALL SUCH SHARES PURCHASED BEFORE PRORATION, IF
ANY, OF THE PURCHASE OF OTHER SHARES PURSUANT TO THE OFFER.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Check Box of Applicable 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 Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
2
<PAGE>
TO HARRIS TRUST COMPANY OF NEW YORK:
The undersigned hereby tenders to Wynn's International, Inc., a Delaware
corporation (the "Company"), the above-described shares of the Company's Common
Stock, $1.00 par value per share (the "Shares") (including the associated Junior
Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of March 3, 1989, as amended, between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at the price per
Share indicated in this Letter of Transmittal, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 26, 1997 (the "Offer to Purchase"), the receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer"). Unless the Rights are redeemed by the Company prior to the expiration
of the Offer, a tender of Shares will also constitute a tender of the Rights.
Unless the context requires otherwise, all references herein to the Shares
include the Rights.
Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns, and transfers to or upon the
order of the Company all right, title and interest in and to all Shares tendered
hereby or orders the registration of such Shares tendered by book-entry transfer
that are purchased pursuant to the Offer to or upon the order of the Company and
hereby irrevocably constitutes and appoints Harris Trust Company of New York
(the "Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of substitution (such
power of attorney being an irrevocable power coupled with 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 either such case with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, upon receipt by the
Depositary, as the undersigned's agent, of the Purchase Price (as defined
below) with respect to such Shares;
(b) present certificates for such Shares for cancellation 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 covenants, represents and warrants to the Company
that:
(a) the undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby;
(b) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long position
in the Shares or equivalent securities at least equal to the Shares tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended ("Rule 14e-4"), (ii) such tender of Shares complies
with Rule 14e-4, and (iii) the undersigned owns the Shares tendered hereby
within the meaning of Rule 14e-4;
(c) when and to the extent the Company accepts the Shares for purchase,
the Company will acquire good, marketable and unencumbered title to them,
free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim;
(d) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to
complete the assignment, transfer and purchase of the Shares tendered
hereby; and
(e) the undersigned has read and agrees to all of the terms of the
Offer.
The names and addresses of the registered owners should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate
3
<PAGE>
numbers, the number of Shares represented by such certificates, the number of
Shares that the undersigned wishes to tender and the purchase price at which
such Shares are being tendered should be indicated in the appropriate boxes in
this Letter of Transmittal.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that
it will pay for Shares properly tendered and not withdrawn pursuant to the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders. The undersigned understands that the
Company will select the lowest Purchase Price that will allow it to purchase
1,100,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share)
pursuant to the Offer. The undersigned understands that all Shares properly
tendered and not withdrawn at prices at or below the Purchase Price will be
purchased at the Purchase Price, net to the seller in cash, upon the terms and
subject to the conditions of the Offer, including its proration and conditional
tender provisions, and that the Company will return all other Shares, including
Shares tendered and not withdrawn at prices greater than the Purchase Price,
Shares not purchased because of proration and Shares that were conditionally
tendered and not accepted for purchase. The undersigned understands that no
separate consideration will be paid for the Rights.
The undersigned understands that a tendering stockholder may condition such
stockholder's tender of Shares upon the purchase by the Company of a specified
minimum number of Shares tendered hereby, as described in Section 3 of the Offer
to Purchase. Such a conditional tender may be made by completing the box under
the heading "Conditional Tender" below. If such box is not completed, the tender
will be deemed unconditional.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer, may postpone
the acceptance for payment of or payment for Shares tendered, may not be
required to purchase any of the Shares tendered hereby or may accept for payment
fewer than all of the Shares tendered hereby. The undersigned understands that
the Offer is not conditioned upon any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions set forth in Section
6 of the Offer to Purchase. The undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned at
the address indicated above, unless otherwise indicated under the "Special
Payment Instructions" or "Special Delivery Instructions" below. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any certificate for Shares from the name of their
registered owner if the Company purchases none of the Shares represented by such
certificate.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
purchased will be issued to the order of the undersigned and mailed to the
address of the stockholder(s) indicated above unless otherwise indicated under
the "Special Payment Instructions" or the "Special Delivery Instructions" below
(or, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially as of the close of business on March 24, 1997, and
who continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares.
The undersigned either (check one box):
/ / was the beneficial owner as of the close of business on March 24, 1997,
and will continue to be the beneficial owner as of the Expiration
Date, 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
which:
(a) is tendering, for the beneficial owners thereof, all Shares with
respect to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner as of the
close of business on March 24, 1997, and will continue to be the
beneficial owner as of the Expiration Date, of an aggregate of
fewer than 100 Shares and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price determined by the Company in accordance with the
terms of the Offer (persons checking this box need not indicate the
price per Share below under "Price (In Dollars) Per Share At Which
Shares Are Being Tendered" in this Letter of Transmittal); or
/ / at the price per Share indicated below under "Price (In Dollars) Per
Share At Which Shares Are Being Tendered" in this Letter of
Transmittal.
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.
PRICE (IN DOLLARS) PER SHARE AT WHICH
SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS"
BOX ABOVE), THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
/ / $ 22.00 / / $ 22.75 / / $ 23.50 / / $ 24.25 / / $ 25.00
/ / $ 22.25 / / $ 23.00 / / $ 23.75 / / $ 24.50
/ / $ 22.50 / / $ 23.25 / / $ 24.00 / / $ 24.75
</TABLE>
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
5
<PAGE>
<TABLE>
<S> <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 certificate(s) for To be completed ONLY if certificate(s) for
Shares not tendered or not accepted for Shares not tendered or not accepted for
payment and any check for the Purchase Price payment and any check for the Purchase Price
of Shares purchased are to be issued in the of Shares purchased, issued in the name of
name of and sent to someone other than the the undersigned, are to be sent to someone
undersigned. other than the undersigned, or to the
Issue certificate(s) and any check to: undersigned at an address other than that
Name_____________________________________ shown above.
_____________________________________ Mail certificate(s) and any check to:
_____________________________________ Name _________________________________
(Please Print) _________________________________
Print)___________________________________ _________________________________
Address__________________________________ (Please Print)
_________________________________________ Address_______________________________
(Include Zip Code) _______________________________
_________________________________________ (Include Zip Code)
(Tax Identification or Social Security
Number)
(See Substitute Form W-9 contained
herein)
</TABLE>
CONDITIONAL TENDER
A tendering stockholder may condition such stockholder's tender of Shares
upon the purchase by the Company of a specified minimum number of Shares
tendered hereby, all as described in the Offer to Purchase, particularly in
Section 3 thereof. Unless at least such minimum number of Shares is purchased
by the Company pursuant to the terms of the Offer, none of the Shares tendered
hereby will be purchased. It is the tendering stockholder's responsibility to
calculate such minimum number of Shares, and each stockholder is urged to
consult such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED
AND A MINIMUM NUMBER OF SHARES TENDERED HEREBY IS SPECIFIED, THE TENDER WILL
BE DEEMED UNCONDITIONAL.
Minimum number of Shares that must be purchased, if any are purchased:
____________ Shares
6
<PAGE>
STOCKHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(ALSO COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
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 a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide full title and see
Instruction 6.
Signature(s) of Owner(s) _____________________________________________________
_____________________________________________________
Dated _________________________________, 1997
Name(s) ______________________________________________________________________
______________________________________________________________________
(Please Print)
Capacity (full title) ________________________________________________________
Address ______________________________________________________________________
______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _______________________________________________
Taxpayer Identification or
Social Security No. __________________________________________________________
(Complete Substitute Form W-9 contained herein)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature _________________________________________________________
Name _________________________________________________________________________
(Please Print)
Title ________________________________________________________________________
Name of Firm _________________________________________________________________
Address ______________________________________________________________________
______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _______________________________________________
Dated _________________________________, 1997
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if
either:
(a) this Letter of Transmittal is signed by the registered owner of
the Shares exactly as the name of the registered owner appears on the
certificate(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) tendered with this
Letter of Transmittal and payment and delivery are to be made directly to
such owner unless such owner has completed either the box entitled
"Special Payment Instructions" or "Special Delivery Instructions" above;
or
(b) such 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 a recognized Medallion Program approved by The
Securities Transfer Association Inc. (each such entity, an "Eligible
Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if
certificates are delivered with it to the Depositary (or such certificates
will be delivered pursuant to a Notice of Guaranteed Delivery previously sent
to the Depositary) or, if tenders are to be made pursuant to the procedure for
tender by book-entry transfer set forth in Section 3 of the Offer to Purchase,
unless an Agent's Message is utilized. Certificates for all physically
tendered Shares or confirmation of a book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility of Shares tendered electronically,
together in each case with a properly completed and duly executed Letter of
Transmittal or facsimile hereof, and any required signature guarantees, or an
Agent's Message in connection with a book-entry delivery of Shares, and any
other documents required by this Letter of Transmittal, should be mailed or
delivered to the Depositary at the appropriate address set forth herein and
must be received by the Depositary on or before the Expiration Date.
Stockholders whose certificates are not immediately available or who
cannot deliver Shares and all other required documents to the Depositary on or
before the Expiration Date, or whose Shares cannot be delivered on a timely
basis pursuant to the procedures for book-entry transfer, may tender their
Shares by or through any Eligible Institution by properly completing
(including the price at which the Shares are being tendered) and duly
executing and delivering a Notice of Guaranteed Delivery (or facsimile
thereof) and by otherwise complying with the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, the
certificates for all physically tendered Shares, or book-entry confirmation,
as the case may be, as well as a properly completed and duly executed Letter
of Transmittal (or a facsimile hereof), with any required signature guarantees
(or, in the case of a book-entry delivery, an Agent's Message) and all other
documents required by this Letter of Transmittal, must be received by the
Depositary no later than 5:00 p.m., New York City time, on the third New York
Stock Exchange, Inc. trading day after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include
a signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be properly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
Except as specifically permitted by the conditional tender provision of
the Offer (see Section 3 of the Offer to Purchase), the Company will not
accept any alternative, conditional or contingent tenders, nor will it
purchase any fractional Shares. All tendering stockholders, by execution of
this Letter of
8
<PAGE>
Transmittal (or a facsimile hereof), waive any right to receive any notice of
the acceptance for payment of their tendered Shares.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and
the number of Shares should be listed on a separate signed schedule referenced
in such box and attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to
stockholders who tender by book-entry transfer.) If fewer than all of the
Shares evidenced by any certificate are to be tendered, fill in the number of
Shares which are to be tendered in the column entitled "Number of Shares
Tendered." In such case, if any tendered Shares are purchased, a new
certificate for the remainder of the Shares evidenced by the old
certificate(s) will be issued and sent to the registered holders, unless
otherwise specified in either the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this Letter of Transmittal, as promptly as
practicable after the Expiration Date. All Shares represented by the
certificate(s) listed and delivered to the Depositary are deemed to have been
tendered unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to
be properly tendered, the stockholder must check the box indicating the price
per Share at which such stockholder is tendering Shares under "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" on this Letter of
Transmittal, provided, however, that an Odd Lot Owner (as defined in Section 2
of the Offer to Purchase) may check the box above in the section entitled "Odd
Lots" indicating that such stockholder is tendering all Shares at the Purchase
Price determined by the Company in accordance with the terms of the Offer.
ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS
CHECKED, THERE IS NO PROPER TENDER OF SHARES (OTHER THAN PURSUANT TO TENDERS
BY ODD LOT HOLDERS AS PROVIDED HEREIN). A STOCKHOLDER WISHING TO TENDER
PORTIONS OF SUCH STOCKHOLDER'S SHARE HOLDINGS AT DIFFERENT PRICES MUST
COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH
STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDER'S SHARES.
THE SAME SHARES CANNOT BE TENDERED (UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS
PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE) AT MORE THAN ONE PRICE.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered owner(s)
of the Shares tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificates without any
change whatsoever.
(b) If the Shares tendered hereby are registered in the names of two
or more joint owners, each such owner must sign this Letter of
Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles hereof) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
owner(s) of the Shares listed and transmitted hereby, no
endorsements of certificate(s) representing such Shares or
separate stock powers are required unless payment is to be made, or the
certificates for Shares not tendered or not purchased are to be issued, to
a person other than the registered owner(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 owner of the certificates listed and tendered hereby,
however, the certificates must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the
registered owner(s) appear(s) on the certificates, and the signatures on
such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock powers
are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
9
<PAGE>
in a fiduciary or representative capacity, such person should so indicate
when signing and must submit proper evidence satisfactory to the Company
of its authority so to act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay or cause to be paid any stock
transfer taxes payable on the transfer to it of Shares purchased pursuant to
the Offer. If, however:
(a) payment of the Purchase Price is to be made to any person(s) other
than the registered owner(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name of any person(s) other than the registered
owner(s); or
(c) tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal,
then the Depositary will deduct from the Purchase Price the amount of any
stock transfer taxes (whether imposed on the registered owner or such other
person) payable on account of the transfer to such person unless satisfactory
evidence of the payment of such taxes or an exemption from them is submitted.
See Section 5 of the Offer to Purchase.
8. ODD LOTS. As described in Sections 1 and 2 of the Offer to Purchase,
if the Company is to purchase less than all Shares properly tendered and not
withdrawn before the Expiration Date, the Shares purchased first will consist
of all Shares tendered by any stockholder who owned beneficially as of the
close of business on March 24, 1997, and who continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares and who properly
and unconditionally tenders all of such stockholder's Shares at or below the
Purchase Price (including by not designating a purchase price as described in
Instruction 5 above). Partial or conditional tenders will not qualify for this
preference. This preference will not be available unless the box captioned
"Odd Lots" in this Letter of Transmittal and the Notice of Guaranteed
Delivery, if any, is completed.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificates for Shares
not tendered or not purchased and/or checks for payment of the Purchase Price
are to be issued in the name of a person other than the person signing the
Letter of Transmittal or if such certificates and/or checks are to be sent to
someone other than the person signing the Letter of Transmittal or to the
signer at a different address than that shown above in the box captioned
"Description of Shares Tendered," the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal should be completed as applicable and signatures must be
guaranteed as described in Instruction 1.
10. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the number of Shares to be accepted, the price to be paid
therefor and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares and its determination shall be
final and binding on all parties. The Company reserves the absolute right to
reject any or all tenders of Shares determined by it not to be in proper form
or the acceptance of or payment for which may, based on the advice 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
the tender of any particular Shares and the Company's interpretation of the
terms of the Offer (including these instructions) will be final and binding on
all parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Dealer Manager,
the Depositary, the Information Agent (as those terms are defined in the Offer
to Purchase) nor any other person is or will be obligated to give notice of
defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
11. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL
COPIES. Questions and request for assistance may be directed to, or
additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery
and this Letter of Transmittal may be obtained from, the Information
10
<PAGE>
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth at the end of this Letter of Transmittal or from your
broker, dealer, commercial bank or trust company.
12. SUBSTITUTE FORM W-9. Each tendering stockholder that is not an
exempt recipient (see "Important Tax Information" below) is required to
provide the Depositary with a correct taxpayer identification number ("TIN")
on Substitute Form W-9 (the "Form W-9") which is provided under "Important Tax
Information" below, and, to certify whether such stockholder is subject to
backup withholding of federal income tax. If a tendering stockholder is
subject to backup withholding, such stockholder must cross out item (2) of the
Certification box of the Form W-9. Failure to provide the information on the
Form W-9 may subject the tendering stockholder to a 31% federal income tax
withholding on the payments made to the stockholder or other payee with
respect to Shares purchased pursuant to the Offer. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I, and sign and date
the Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN within sixty (60) days, the Depositary will withhold 31%
on all such payments until a TIN is provided to the Depositary.
13. WITHHOLDING ON FOREIGN STOCKHOLDERS. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
stockholder unless the Depositary determines that a reduced rate of
withholding or an exemption from withholding is applicable. For this purpose,
a foreign stockholder is any stockholder that is not (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or any political
subdivision thereof, (iii) any estate the income of which is subject to United
States federal income taxation regardless of the source of such income or (iv)
a trust with respect to which (a) a court within the United States is able to
exercise primary supervision over the administration of the trust, and (b) one
or more United States fiduciaries have the authority to control all
substantial decisions of the trust. The Depositary will determine a
stockholder's status as a foreign stockholder and eligibility for a reduced
rate of, or an exemption from, withholding by reference to the stockholder's
address and to any outstanding certificates or statements concerning
eligibility for a reduced rate of, or exemption from, withholding unless facts
and circumstances indicate that reliance is not warranted. A foreign
stockholder who has not previously submitted the appropriate certificates or
statements with respect to a reduced rate of, or exemption from, withholding
for which such stockholder may be eligible should consider doing so in order
to avoid overwithholding. A foreign stockholder may be eligible to obtain a
refund of tax withheld if such stockholder meets one of the three tests for
capital gain or loss treatment described in Section 14 of the Offer to
Purchase or is otherwise able to establish that no tax or a reduced amount of
tax was due.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
HEREOF (TOGETHER WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS), TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES, OR AN AGENT'S MESSAGE IN CONNECTION WITH A BOOK-ENTRY
DELIVERY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
DEPOSITARY ON OR BEFORE THE EXPIRATION DATE.
11
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on Form W-9 below. If a tendering stockholder is
subject to backup withholding, such stockholder must cross out item (2) on the
Certification box of Form W-9. If the Depositary is not provided with the
correct TIN, the Internal Revenue Service may subject the stockholder or other
payee to a $50 penalty. In addition, payments that are made to such
stockholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are considered "exempt recipients" and are not
subject to these backup withholding and reporting requirements. In order for a
foreign individual to qualify as an exempt recipient, the stockholder must
submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
(or 30% for foreign stockholders) of any such payments made to the stockholder
or other payee. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained upon filing an income tax return.
PURPOSE OF FORM W-9
To prevent backup withholding on payment made to a stockholder or other
payee with respect to Shares purchased pursuant to the Offer, the stockholder
is required to notify the Depositary of the stockholder's correct TIN by
completing the form below, certifying that the TIN provided on Form W-9 is
correct (or that such stockholder is awaiting a TIN) and that:
(a) the stockholder has not been notified by the Internal Revenue
Service that the stockholder is subject to backup withholding as a result
of failure to report all interest or dividends; or
(b) the Internal Revenue Service has notified the stockholder that the
stockholder is no longer subject to backup withholding.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are registered in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
12
<PAGE>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<C> <S>
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN
FORM W-9 SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER:
DEPARTMENT OF THE TREASURY _____________________________________
INTERNAL REVENUE SERVICE (if awaiting TIN write "Applied For")
PAYER'S REQUEST FOR PART II--For payees exempt from backup withholding, see the
TAXPAYER enclosed Guidelines for Certification of Taxpayer
IDENTIFICATION NUMBER (TIN) Identification Number on Substitute Form W-9 and complete as
instructed therein.
PART III--CERTIFICATION (PLEASE CERTIFY BY SIGNING AND DATING)
Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or a
Taxpayer Identification Number has not been issued to me) or either (a) I have mailed
or delivered an application to receive a Taxpayer Identification Number to the
appropriate Internal Revenue Service (IRS) or Social Security Administration office or
(b) I intend to mail or deliver an application in the near future (I understand that if
I do not provide a Taxpayer Identification Number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a number);
and
(2) I am not subject to backup withholding either because I have not been notified by the
IRS that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by
the IRS that you are subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were
subject to backup withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). (Also see instructions in
the enclosed Guidelines.)
SIGNATURE _______________________ DATE________ , 1997
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR
ADDITIONAL DETAILS.
13
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
(800) 207-2014 (Toll-free)
THE DEALER MANAGER FOR THE OFFER IS:
LEHMAN BROTHERS
555 California Street
San Francisco, California 94104
(415) 274-5263 (Call Collect)
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
OFFER TO PURCHASE FOR CASH
UP TO 1,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $25.00
NOR LESS THAN $22.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
This form or a facsimile copy hereof must be used to tender Shares (as
defined below) pursuant to the Offer (as defined below) if:
(a) certificates for Shares of Wynn's International, Inc., a Delaware
corporation (the "Company"), are not immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary before the Expiration Date (as defined
in Section 1 of the Offer to Purchase, as defined below).
This form or a facsimile copy hereof, signed and properly completed, may be
delivered by hand, mail, telegram or facsimile transmission by Eligible
Institutions (as defined in Section 3 of the Offer to Purchase) only to the
Depositary by the Expiration Date. See Section 3 of the Offer to Purchase.
THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SET FORTH HEREIN.
FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
HARRIS TRUST COMPANY OF NEW YORK, DEPOSITARY
<TABLE>
<CAPTION>
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
<S> <C> <C>
Receive Window 77 Water Street P.O. Box 1023
77 Water Street--5th Floor 4th Floor Wall Street Station
New York, New York 10005 New York, New York 10005 New York, New York 10268
<CAPTION>
BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE:
<S> <C> <C>
(212) 701-7636 For Information (212) 701-7624
(212) 701-7640 Call Collect
(212) 701-7624
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE
DOES 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 IN THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company at the price per Share
indicated below, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 26, 1997 (the "Offer
to Purchase"), and the related Letter of Transmittal (which together with the
Offer to Purchase constitute the "Offer"), receipt of which is hereby
acknowledged, that number of shares of Common Stock, $1.00 par value per share
(the "Shares") (including the associated Junior Participating Preferred Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent), of the Company indicated below, pursuant to
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Unless the Rights are redeemed by the Company prior to the expiration
of the Offer, a tender of Shares will also constitute a tender of the Rights.
Unless the context requires otherwise, all references herein to the Shares shall
include the Rights.
<TABLE>
<S> <C>
PLEASE TYPE OR PRINT
Certificate No(s).
(if available) Name(s)
Number of Shares
If Shares will be tendered by book-entry Address(es)
transfer, check one box:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Area Code and Tel. No.
Account Number Sign Here
Dated , 1997
</TABLE>
PRICE (IN DOLLARS) PER SHARE AT WHICH
SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS"
BOX BELOW), THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
/ / $22.00 / / $22.75 / / $23.50 / / $24.25 / / $25.00
/ / $22.25 / / $23.00 / / $23.75 / / $24.50
/ / $22.50 / / $23.25 / / $24.00 / / $24.75
</TABLE>
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED.
2
<PAGE>
ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially as of the close of business on March 24, 1997, and
who continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares.
The undersigned either (check one box):
/ / was the beneficial owner, as of the close of business on March 24, 1997,
and will continue to be the beneficial owner as of the Expiration Date,
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
which:
(a) is tendering, for the beneficial owners thereof, all Shares with
respect to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner as of the close
of business on March 24, 1997, and will continue to be the beneficial
owner as of the Expiration Date, of an aggregate of fewer than 100
Shares and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price (as defined in the Offer to Purchase) determined by
the Company in accordance with the terms of the Offer (persons checking
this box need not indicate the price per Share in the box above entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered"); or
/ / at the price per Share indicated in the box above entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.
CONDITIONAL TENDER
A tendering stockholder may condition such stockholder's tender of Shares
upon the purchase by the Company of a specified minimum number of Shares
tendered, all as described in the Offer to Purchase, particularly in Section 3
thereof. Unless at least such minimum number of Shares is purchased by the
Company pursuant to the terms of the Offer, none of the Shares tendered will
be purchased. It is the tendering stockholder's responsibility to calculate
such minimum number of Shares, and each stockholder is urged to consult with
such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED AND A
MINIMUM NUMBER OF SHARES TENDERED IS SPECIFIED, THE TENDER WILL BE DEEMED
UNCONDITIONAL.
Minimum number of Shares that must be purchased, if any are purchased:
____________ Shares
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned bank, broker, dealer, credit union, savings association,
or other entity that is a member in good standing of a recognized Medallion
Program approved by The Securities Transfer Association Inc. (each, an
"Eligible Institution"), hereby guarantees that (i) the above-named person(s)
has a net long position in the Shares or equivalent securities within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934,
as amended, at least equal to the Shares tendered, (ii) such tender of Shares
complies with Rule 14e-4, and (iii) either the certificates representing the
Shares tendered hereby in proper form for transfer, or timely confirmation of
the book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company or the Philadelphia Depository Trust Company
(pursuant to the procedures set forth in Section 3 of the Offer to Purchase),
in each case together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantee, or
an Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry transfer, and any other documents required by the Letter of
Transmittal, will be received by the Depositary at one of its addresses set
forth above no later than 5:00 p.m., New York City time, on the third New York
Stock Exchange, Inc. trading day after the date of execution hereof.
<TABLE>
<S> <C>
Name of Firm Authorized Signature
Name
Address Please Type or Print
City State Zip Code Title
Area Code and Tel. No. Date , 1997
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
</TABLE>
4
<PAGE>
LEHMAN BROTHERS
555 California Street
San Francisco, California 94104
(415) 274-5263
WYNN'S INTERNATIONAL, INC.
OFFER TO PURCHASE FOR CASH
UP TO 1,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $25.00
NOR LESS THAN $22.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
March 26, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Wynn's International, Inc., a Delaware corporation (the "Company"), has
appointed us to act as Dealer Manager in connection with its offer to purchase
for cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share
(the "Shares") (including the associated Junior Participating Preferred Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent), at a price, net to the seller in cash, not
greater than $25.00 nor less than $22.00 per Share, upon the terms and subject
to the conditions set forth in its Offer to Purchase, dated March 26, 1997 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitutes the "Offer"). We enclose the materials
listed below relating to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
determine a single per Share price (not greater than $25.00 nor less than $22.00
per Share) (the "Purchase Price") that it will pay for Shares properly tendered
and not withdrawn pursuant to the Offer, taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price that will allow it to purchase
1,100,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share)
pursuant to the Offer. All Shares properly tendered and not withdrawn at prices
at or below the Purchase Price will be purchased at the Purchase Price, net to
the seller in cash, upon the terms and subject to the conditions of the Offer,
including the proration and conditional tender terms thereof. No separate
consideration will be paid for the Rights. The Company will return all Shares
not purchased under the Offer, including Shares tendered and not withdrawn at
prices greater than the Purchase Price, Shares not purchased because of
proration and Shares that were conditionally tendered and not accepted for
purchase. See Section 1 of the Offer to Purchase. Unless the Rights are redeemed
by the Company prior to the expiration of the Offer, a tender of Shares will
also constitute a tender of the Rights. Unless the context requires otherwise,
all references herein to the Shares shall include the Rights.
If, prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase), more than 1,100,000 Shares (or such greater number of Shares as the
Company may elect to purchase) are properly tendered and not withdrawn at or
below the Purchase Price, the Company will, upon the terms and subject to the
conditions of the Offer, accept Shares for purchase first from all Odd Lot
Owners (as defined in Section 2 of the Offer to Purchase) who properly tender
all (and do not withdraw any) of their Shares at or below the Purchase Price and
then, subject to the conditional tender provisions described in Section 3 of
<PAGE>
the Offer to Purchase, on a pro rata basis, if necessary, from all other
stockholders whose Shares are properly tendered and not withdrawn at or below
the Purchase Price.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH IN THE
OFFER. SEE SECTION 6 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, we are enclosing
the following documents:
1. Offer to Purchase, dated March 26, 1997;
2. Letter to Clients which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
3. Letter, dated March 26, 1997, from James Carroll, Chairman of the Board
and Chief Executive Officer of the Company, and John W. Huber, President and
Chief Operating Officer of the Company, to stockholders of the Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with Substitute Form W-9 and guidelines);
5. Notice of Guaranteed Delivery to be used to accept the Offer if Share
certificates and all other required documents cannot be delivered to the
Depositary by the Expiration Date or if the procedure for book-entry transfer
cannot be completed on a timely basis; and
6. Return envelope addressed to Harris Trust Company of New York, the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any other persons for soliciting tenders of Shares
pursuant to the Offer (other than the Dealer Manager, as described in the Offer
to Purchase). The Company will, however, upon request through the Information
Agent, reimburse you for reasonable and customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to the beneficial
owners of Shares held by you as a nominee or in a fiduciary capacity. The
Company will pay or cause to be paid any stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares, and any other
required documents must be sent to the Depositary with either certificate(s)
representing the tendered Shares or confirmation of their book-entry transfer
into the Depositary's account maintained at one of the Book-Entry Transfer
Facilities (as defined in Section 3 of the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
As described in Section 3 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer, if such tenders are made by or
through a bank, broker, dealer, credit union, savings association or other
entity that is a member in good standing of a recognized Medallion Program
approved by The Securities Transfer Association Inc. Certificates for Shares so
tendered (or a confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), together
with a properly completed and duly executed Letter of Transmittal, or an Agent's
Message in connection with a book-entry
2
<PAGE>
transfer, and any other documents required by the Letter of Transmittal, must be
received by the Depositary no later than 5:00 p.m., New York City time, on the
third New York Stock Exchange, Inc. trading day after the date of execution of
the Notice of Guaranteed Delivery.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8 OF THE
OFFER TO PURCHASE.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or to the Information Agent at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, D. F. King & Co., Inc., telephone (800) 207-2014.
Very truly yours,
LEHMAN BROTHERS
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
3
<PAGE>
WYNN'S INTERNATIONAL, INC.
OFFER TO PURCHASE FOR CASH
UP TO 1,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $25.00
NOR LESS THAN $22.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED.
March 26, 1997
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated March 26,
1997 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer"), in connection with the offer by Wynn's
International, Inc., a Delaware corporation (the "Company"), to purchase for
cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share (the
"Shares") (including the associated Junior Participating Preferred Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent), at a price, net to the seller in cash, not
greater than $25.00 nor less than $22.00 per Share, upon the terms and subject
to the conditions of the Offer.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $25.00 nor less than $22.00
per Share) (the "Purchase Price") that it will pay for Shares properly tendered
and not withdrawn pursuant to the Offer, taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price that will allow it to purchase
1,100,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share)
pursuant to the Offer. All Shares properly tendered and not withdrawn prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) at prices
at or below the Purchase Price will be purchased at the Purchase Price, net to
the seller in cash, upon the terms and subject to the conditions of the Offer,
including the proration and conditional tender provisions thereof. No separate
consideration will be paid for the Rights. The Company will return all other
Shares, including Shares tendered and not withdrawn at prices greater than the
Purchase Price, Shares not purchased because of proration and Shares that were
conditionally tendered and not accepted for purchase. See Section 1 of the Offer
to Purchase. Unless the Rights are redeemed by the Company prior to the
expiration of the Offer, a tender of the Shares will also constitute a tender of
the Rights. Unless the context requires otherwise, all references herein to the
Shares shall include the Rights.
If, prior to the Expiration Date, more than 1,100,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are properly
tendered and not withdrawn at or below the Purchase Price, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase first from all Odd Lot Owners (as defined in Section 2 of the Offer to
Purchase) who properly tender all (and do not withdraw any of) their Shares at
or below the Purchase Price and then, subject to the conditional tender
provisions described in Section 3 of the Offer to Purchase, on a pro rata basis,
if necessary, from all other stockholders whose Shares are properly tendered and
not withdrawn at or below the Purchase Price.
<PAGE>
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE ARE
THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO YOUR
INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices (in increments of $0.25), net to you in
cash, not greater than $25.00 nor less than $22.00 per Share, as indicated in
the attached Instruction Form.
2. The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer. See Section 6 of the Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Tuesday, April 22, 1997, unless the Company
extends the Offer.
4. The Offer is for up to 1,100,000 Shares, constituting approximately 8.0%
of the Shares outstanding as of March 24, 1997 and approximately 7.5% of the
Shares outstanding as of such date on a fully diluted basis (assuming the
exercise of all outstanding stock options and the vesting of all outstanding
performance share awards). The Company reserves the right to purchase more than
1,100,000 Shares pursuant to the Offer.
5. Tendering stockholders will not be obligated to pay any brokerage
commissions, solicitation fees, odd lot discounts or, subject to Instruction 7
of the Letter of Transmittal, stock transfer taxes on the Company's purchase of
Shares pursuant to the Offer.
6. If you owned beneficially as of the close of business on March 24, 1997,
and continue to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, and you instruct us to tender on your behalf all such
Shares at or below the Purchase Price and do not withdraw such Shares before the
expiration of the Offer and check the box captioned "Odd Lots" in the attached
Instruction Form, the Company, upon the terms and subject to the conditions of
the Offer, will accept all such Shares for purchase before proration, if any, of
the purchase of other Shares tendered and not withdrawn at or below the Purchase
Price.
7. If you wish to tender portions of your Shares at different prices you
must complete a separate Instruction Form for each price at which you wish to
tender each such portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept. The same Shares may
not be tendered at more than one price.
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 attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
A tendering stockholder may condition the tender of Shares upon the purchase
by the Company of a specified minimum number of Shares tendered, all as
described in Section 3 of the Offer to Purchase. Unless such specified minimum
is purchased by the Company pursuant to the terms of the Offer, none of the
Shares tendered by the stockholder will be purchased. If you wish us to
condition your tender upon the purchase of a specified minimum number of Shares,
please complete the box entitled "Conditional Tender" on the Instruction Form.
It is the tendering stockholder's responsibility to calculate such minimum
number of Shares, and you are urged to consult with your own tax advisor.
2
<PAGE>
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, upon the terms and
subject to the conditions of the Offer, if, before the Expiration Date, more
than 1,100,000 Shares (or such greater number of Shares as the Company elects to
purchase) are properly tendered and not withdrawn at or below the Purchase
Price, the Company will accept Shares for purchase in the following order of
priority:
(a) first, all Shares properly tendered and not withdrawn at or below
the Purchase Price prior to the Expiration Date by or on behalf of any Odd
Lot Owner who:
(1) tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial and conditional tenders will not
qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
(b) then, after purchase of all of the foregoing Shares, subject to the
conditional tender provisions described in Section 3 of the Offer to
Purchase, all other Shares properly tendered and not withdrawn at or below
the Purchase Price prior to the Expiration Date on a pro rata basis, if
necessary (with adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will the Company accept tenders from,
holders of Shares in any jurisdiction in which the Offer or its acceptance would
not comply with the securities or Blue Sky laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or the
tender of Shares would not be in compliance with the laws of such jurisdiction.
If the Company becomes aware of any jurisdiction where the making of the Offer
is not in compliance with any valid applicable law, the Company will make a good
faith effort to comply with such law. If, after such good faith effort, the
Company cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares residing in such
jurisdiction. In any jurisdiction the securities or Blue Sky laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Company's behalf by Lehman Brothers as Dealer Manager
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8 OF THE
OFFER TO PURCHASE.
3
<PAGE>
INSTRUCTION FORM
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
UP TO 1,100,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
OF WYNN'S INTERNATIONAL, INC.
AT A PURCHASE PRICE NOT GREATER THAN
$25.00 NOR LESS THAN $22.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated March 26, 1997, and the related Letter of Transmittal (which
together constitute the "Offer"), in connection with the offer by Wynn's
International, Inc., a Delaware corporation (the "Company"), to purchase for
cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share (the
"Shares") (including the associated Junior Participating Preferred Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent), at a price not greater than $25.00 nor less
than $22.00 per Share, net to the seller in cash, upon the terms and subject to
the conditions of the Offer. Unless the Rights are redeemed by the Company prior
to the expiration of the Offer, a tender of Shares will also constitute a tender
of the Rights. Unless the context requires otherwise, all references herein to
the Shares shall include the Rights.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that
it will pay for Shares properly tendered and not withdrawn pursuant to the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders. The Company will select the lowest Purchase
Price that will allow it to purchase 1,100,000 Shares (or such lesser number of
Shares as are properly tendered and not withdrawn at prices not greater than
$25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares
properly tendered and not withdrawn at prices at or below the Purchase Price
will be purchased at the Purchase Price, net to the seller in cash, upon the
terms and subject to the conditions of the Offer, including the proration and
conditional tender provisions thereof. The Company will return all other Shares,
including Shares tendered and not withdrawn at prices greater than the Purchase
Price, Shares not purchased because of proration and Shares conditionally
tendered and not accepted for purchase. See Section 1 of the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares you hold for
the account of the undersigned, at the price per Share indicated below, pursuant
to the terms and subject to the conditions of the Offer.
4
<PAGE>
NUMBER OF SHARES TENDERED
Aggregate number of Shares to be tendered by you for the undersigned:
________________________ Shares
UNLESS THIS BOX HAS BEEN COMPLETED, ALL OF THE SHARES HELD FOR THE ACCOUNT OF
THE UNDERSIGNED WILL BE TENDERED.
PRICE (IN DOLLARS) PER SHARE AT WHICH
SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS"
BOX BELOW), THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
/ / $22.00 / / $22.75 / / $23.50 / / $24.25 / / $25.00
/ / $22.25 / / $23.00 / / $23.75 / / $24.50
/ / $22.50 / / $23.25 / / $24.00 / / $24.75
</TABLE>
IF SHARES ARE TO BE TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED.
ODD LOTS
To be completed ONLY if the undersigned owned beneficially as of the close
of business on March 24, 1997, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares.
/ / By checking this box, the undersigned represents that the undersigned was
the beneficial owner, as of the close of business on March 24, 1997, and
will continue to be the beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 Shares and is instructing you to tender all
such Shares.
In addition, the undersigned instructs you to tender the Shares either
(check one):
/ / at the Purchase Price determined by the Company in accordance with the
terms of the Offer (persons checking this box need not indicate the price
per Share in the box above entitled "Price (In Dollars) Per Share At Which
Shares Are Being Tendered"); or
/ / at the price per Share indicated in the box above entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.
5
<PAGE>
CONDITIONAL TENDER
A tendering stockholder may condition such stockholder's tender of Shares
upon the purchase by the Company of a specified minimum number of Shares
tendered, all as described in the Offer to Purchase, particularly in Section 3
thereof. Unless at least such minimum number of Shares is purchased by the
Company pursuant to the terms of the Offer, none of the Shares tendered will
be purchased. It is the tendering stockholder's responsibility to calculate
such minimum number of Shares, and each stockholder is urged to consult with
such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED AND A
MINIMUM NUMBER OF SHARES TENDERED IS SPECIFIED, THE TENDER WILL BE DEEMED
UNCONDITIONAL.
Minimum number of Shares that must be purchased, if any are purchased:
____________ Shares
SIGNATURE BOX
SIGNATURE(S) _________________________________________________________________
____________________________________________________________________
DATED ________________________________________________________________________
NAME(S) AND ADDRESS(ES) ______________________________________________________
(PLEASE PRINT)
_______________________________________
_______________________________________
AREA CODE AND
TELEPHONE NUMBER _____________________________________________________________
TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER _______________________________________________________
6
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must obtain your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
NOTE: IF A REQUESTER GIVES YOU A FORM OTHER THAN A W-9 TO REQUEST YOUR TIN, YOU
MUST USE THE REQUESTER'S SUBSTITUTE FORM W-9.
HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Card (for individuals),
from your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part I, sign and date the form, and give it to the
requester. Generally, you must obtain a TIN and furnish it to the requester by
the time of payment. If the requester does not receive your TIN by the time of
payment, backup withholding, if applicable, will begin and continue until you
furnish your TIN to the requester.
NOTE: WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR
A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.
As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you are
required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) The IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
(4) You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or
(5) You do not certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting. See Payees Exempt From
Backup Withholding, below.
PAYEES EXEMPT FROM BACKUP WITHHOLDING. -- Individuals (including sole
proprietors) are not exempt from backup withholding. Corporations are exempt
from backup withholding for certain payments, such as interest and dividends.
For more information on exempt payees, please consult your tax advisor.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part I, write "Exempt" in Part II, and sign and date the form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
PENALTIES.
(1) FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
NAME. -- If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your social
security card and/or as it was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.
(1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. -- You are required to furnish
your correct TIN, but you are not required to sign the certification.
(2) INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
(3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may cross
out item 2 of the certification.
(4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, OR IRA CONTRIBUTIONS. -- You are required to furnish your correct TIN,
but you are not required to sign the certification.
(6) SIGNATURE. -- For a joint account, only the person whose TIN is shown in
Part I should sign.
(7) PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
<PAGE>
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
GIVE NAME AND
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF:
- ---------------------------------------------------------------------------
<S> <C> <C>
1. Individual The individual
2. Two or more individuals The actual owner of the account,
(joint account) or, if combined funds, the first
individual on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust (grantor is also
trustee)
b. The so-called trust account The actual owner(1)
that is not a legal or valid
trust under state law
5. Sole proprietorship The owner(3)
- ---------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------
GIVE NAME AND
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF:
- ---------------------------------------------------------------------------
<S> <C> <C>
6. A valid trust, estate, or pension Legal entity(4)
trust
7. Corporate The organization
8. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district or
prison) that receives agriculture
program payments
- ---------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show your individual name. You may also enter your business name. You may
use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
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>
Wynn's International, Inc. NEWS RELEASE
500 North State College Boulevard
Suite 700
Orange, California 92868
Post Office Box 14143
Orange, California 92863-1543
Telephone (714) 938-3700
FAX (714) 938-3739
- --------------------------------------------------------------------------------
CONTACT: James Carroll
Chairman of the Board and Chief Executive Officer
(615) 444-0191
FOR IMMEDIATE RELEASE
WYNN'S INTERNATIONAL, INC. ANNOUNCES TENDER OFFER
FOR SHARES OF ITS COMMON STOCK
ORANGE, Calif., March 24, 1997 -- Wynn's International, Inc. (NYSE:WN)
announced today that it will commence a "Dutch Auction" tender offer to purchase
for cash up to 1,100,000 shares, or approximately 8.0%, of its issued and
outstanding Common Stock. The tender offer will commence on Wednesday, March
26, 1997, and will expire, unless extended by the Company, at 12:00 Midnight
(Eastern time) on Tuesday, April 22, 1997.
The purchase price for shares purchased in the tender offer will be an
amount not greater than $25.00 nor less than $22.00 per share, net to the seller
in cash. The terms and conditions of the tender offer are described more fully
in the Offer to Purchase and Letter of Transmittal, which will be mailed to
stockholders of record and distributed to beneficial owners of the Company's
Common Stock. The Company has retained Lehman Brothers to act as its financial
advisor and dealer manager for the tender offer.
In a Dutch Auction tender offer, the Company sets a price range, and
stockholders have an opportunity to specify the prices within that range at
which they are willing to sell shares. After the expiration of the tender
offer, the Company will determine a single per share price to be paid for each
share purchased, taking into consideration the number of shares tendered and the
prices specified by tendering stockholders. If the tender offer is
oversubscribed, only shares properly tendered at or below the purchase price
determined by the Company and not withdrawn will be eligible for purchase on a
prorated basis. The Company reserves the right to purchase more than 1,100,000
shares pursuant to the tender offer. The tender offer is not conditioned upon
any minimum number of shares being tendered.
----more
<PAGE>
Wynn's International, Inc.
Page 2
On March 24, 1997, the last New York Stock Exchange trading day prior to
the announcement of the tender offer, the closing price of the Common Stock was
$22.875 per share. As of March 24, 1997, the Company had issued and outstanding
13,714,717 shares of Common Stock.
James Carroll, Chairman of the Board and Chief Executive Officer of the
Company, commented on the tender offer, saying, "Over the past several years the
Company has generated substantial excess cash. After considering alternative
uses for the excess cash, we believe that the Dutch Auction tender offer is the
preferable alternative for enhancing stockholder value. In addition, we believe
that, in light of the Company's strong financial position, the completion of the
tender offer should not affect the Company's prospects for future growth or
impede possible future acquisitions."
Wynn's International, Inc., founded in 1939, is a worldwide supplier of
high quality O-rings, sealing products, specialty chemical products, equipment,
and related service programs, and builders hardware supplies. The Company has
1,962 employees and is headquartered at 500 North State College Boulevard, Suite
700, Orange, California 92868, telephone: (714) 938-3700.
* * *
<PAGE>
March 26, 1997
To Our Stockholders:
Wynn's International, Inc. (the "Company") is offering to purchase from its
stockholders up to 1,100,000 shares (including the associated Junior
Participating Preferred Stock Purchase Rights), or approximately 8.0%, of its
outstanding Common Stock. The price will not be greater than $25.00 nor less
than $22.00 per share. The Company is conducting the offer through a procedure
commonly referred to as a "Dutch Auction." This procedure allows you to select
the price within the specified price range at which you are willing to sell your
shares to the Company. The actual purchase price will be determined by the
Company in accordance with the terms of the offer.
The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are provided in the enclosed materials. We encourage you to read
these materials carefully before making any decision with respect to the offer.
Neither the Company nor your Board of Directors makes any recommendation to any
stockholder whether to tender all or any shares.
Please note that the offer is scheduled to expire at 12:00 Midnight, New
York City time, on Tuesday, April 22, 1997, unless extended by the Company. If
you have any questions regarding the offer or need assistance in tendering your
shares or additional copies of the enclosed materials, please call D. F. King &
Co., Inc., the Information Agent for the offer, at (800) 207-2014, or Lehman
Brothers, the Dealer Manager for the offer, at (415) 274-5263 (you may call
collect).
<TABLE>
<S> <C>
/s/ James Carroll /s/ John W. Huber
James Carroll John W. Huber
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
</TABLE>
