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EXHIBIT (A)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CONCENTREX INCORPORATED
AT
$7.00 NET PER SHARE
BY
JH ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHN H. HARLAND COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, AUGUST 18, 2000, UNLESS THE OFFER IS EXTENDED.
JULY 21, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated July 21,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by JH Acquisition Corp., an Oregon corporation
(the "Offeror"), a wholly owned subsidiary of John H. Harland Company, a Oregon
corporation (the "Parent"), to purchase all outstanding shares of common stock,
no par value per share (the "Shares"), of Concentrex Incorporated, an Oregon
corporation (the "Company"), at a purchase price of $7.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer. The Offer is being made in connection with the Agreement
and Plan of Merger, dated as of July 17, 2000, among Parent, the Offeror and the
Company (the "Merger Agreement"). This material is being forwarded to you as the
beneficial owner of Shares carried by us in your account but not registered in
your name.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any
or all of the Shares held by us for your account, upon the terms and conditions
set forth in the Offer.
Please note the following:
1. The tender price is $7.00 per Share, net to you in cash without
interest.
2. The Board of Directors of the Company unanimously has determined that
the Offer and the Merger (as defined in the Offer to Purchase), are fair to and
in the best interests of the Company's stockholders, has approved the Offer and
adopted the Merger Agreement and recommends acceptance of the Offer by the
Company's stockholders.
3. The Offer is being made for all of the outstanding Shares.
4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Friday, August 18, 2000, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute a majority of the Shares that are outstanding
determined on a fully diluted basis.
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6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer.
If you wish to have us tender any or all of the Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
contained in this letter. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise indicated in such instruction form. PLEASE FORWARD
YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO TENDER
YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares
residing in any jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the securities laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Offeror by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
