FORM OF LETTER TO CLIENTS FOR USE
BY BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES
EXHIBIT (A)(2)-2
HIA, INC.
Offer To Purchase For Cash Up To
3,000,000 Shares Of Its Common Stock
At A Purchase Price Of $.25 per share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
MOUNTAIN STANDARD TIME, ON DECEMBER 15, 2000, UNLESS THE OFFER IS
EXTENDED.
To Our Clients:
Enclosed for your consideration are the offer to purchase, dated
October 30, 2000, and the related letter of transmittal in connection
with the offer by HIA, Inc., a New York corporation, to purchase up to
3,000,000 shares of its common stock, $0.01 par value per share (such
shares are hereinafter referred to as the "Shares"), at a price of $.25
per share upon the terms and subject to the conditions set forth in the
offer.
Upon the terms and subject to the conditions of the offer, if, at
the expiration of the offer, more than 3,000,000 Shares are validly
tendered and not withdrawn, HIA, Inc. will buy Shares on a pro rata
basis, from all shareholders who properly tender and do not withdraw
them prior to the expiration of the offer, other than shareholders who
tender conditionally and for whom the condition is not satisfied. See
Sections 1, 2 and 5 of the offer to purchase. All Shares not purchased
pursuant to the offer, including Shares not purchased because of
proration or because they were conditionally tendered and not accepted
for purchase will be returned to the tendering shareholders at HIA,
Inc.'s expense as promptly as practicable following the expiration
date.
We are the owner of record of Shares held for your account.
Therefore, 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. The purchase price is $.25 per Share, subject to the terms
and conditions set forth in the offer to purchase and the related
letter of transmittal.
2. You may tender your Shares conditioned upon HIA, Inc.
purchasing all or a minimum number of your Shares.
3. The offer is not conditioned on any minimum number of Shares
being tendered pursuant to the offer.
4. The offer, proration period and withdrawal rights will expire
at 5:00 p.m., Mountain Standard Time, on December 15, 2000, unless HIA,
Inc. extends the offer.
5. The offer is for 3,000,000 Shares, constituting approximately
29% of the shares outstanding as of October 1, 2000.
6. Tendering shareholders will not be obligated to pay any
brokerage commissions, solicitation fees, or, subject to instruction 6
of the letter of transmittal, stock transfer taxes on HIA, Inc.'s
purchase of Shares pursuant to the offer.
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 your Shares unless you specify otherwise on the attached
instruction form.
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 OF THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., MOUNTAIN STANDARD, ON DECEMBER 15, 2000, UNLESS
THE COMPANY EXTENDS THE OFFER.
You may condition your tender on HIA, Inc. purchasing a minimum
number of your tendered Shares. In such case, if as a result of the
proration provisions in the offer to purchase HIA, Inc. would purchase
less than the minimum number of your Shares, then HIA, Inc. will not
purchase any of your Shares, except as provided in the next sentence.
If so many conditional tenders would be deemed withdrawn that the
total number of Shares to be purchased falls below 3,000,000 Shares,
then to the extent feasible, HIA, Inc. will select enough of the
conditional tenders that would otherwise have been so withdrawn to
permit HIA, Inc. to purchase 3,000,000 Shares. In selecting among the
conditional tenders, HIA, Inc. will select by lot and will limit its
purchase in each case to the minimum number of Shares designated. See
Sections 1 and 5 of the offer to purchase.
The offer is being made to all holders of Shares. HIA, Inc. is
not aware of any jurisdiction where the making of the offer is not in
compliance with applicable law. If HIA, Inc. becomes aware of any
jurisdiction where the making of the offer is not in compliance with
any valid applicable law, HIA, Inc. will make a good faith effort to
comply with the law. If, after a good faith effort, HIA, Inc. cannot
comply with the law, the offer will not be made to, nor will tenders be
accepted from or on behalf of, holders of Shares residing in that
jurisdiction.
INSTRUCTION FORM WITH RESPECT TO HIA, INC. OFFER TO PURCHASE
FOR CASH 3,000,000 SHARES OF ITS COMMON STOCK,PAR VALUE $0.01 PER
SHARE AT A PURCHASE PRICE OF $.25 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the
enclosed offer to purchase, dated October 30, 2000, and the related
letter of transmittal, which, as amended and supplemented from time to
time, together constitute the "Offer," in connection with the Offer by
HIA, Inc., a New York corporation, to purchase 3,000,000 shares of its
common stock, par value $0.01 per share, at $.25 per share, net to the
seller in cash, without interest and subject to the conditions of the
Offer. All shares properly tendered and not properly withdrawn will
be
purchased at the purchase price, net to the seller in cash, without
interest, upon the terms and subject to the conditions of the offer,
including the Odd Lot and proration provisions described in the offer
to purchase. HIA, Inc. will return as promptly as practicable all
other shares, not purchased because of proration.
The undersigned hereby instruct(s) you to tender to HIA, Inc. the
number of shares indicated below or, if no number is indicated, all
shares you hold for the account of the undersigned, under the terms and
subject to the conditions of the Offer.
Aggregate number of shares to be tendered by you for the account
of the undersigned:
---------------- shares*
*UNLESS OTHERWISE INDICATED, ALL OF THE SHARES, HELD FOR THE ACCOUNT
WILL BE TENDERED.
ODD LOTS
[ ] By checking this box, the undersigned represents that the
undersigned owns beneficially or of record an aggregate of fewer than
100 shares and is instructing the holder to tender all such shares.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER. 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 DELIVERY.
SIGNATURE BOX
Signature(s)---------------------------------------------------------
Dated----------------------------------------------------------------
Name(s) and Address(es)----------------------------------------------
---------------------------------------------------------------------
Area Code and telephone Number ------------------------------------
Taxpayer Identification or Social Security Number--------------------
