SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13E-4
Issuer Tender Offer Statement (Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
UNITED CAPITAL CORP.
(NAME OF ISSUER)
UNITED CAPITAL CORP.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
909912 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
A. F. PETROCELLI
UNITED CAPITAL CORP.
9 PARK PLACE
GREAT NECK, NEW YORK 11021
(516) 466-6464
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
With a copy to:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
FACSIMILE: (212) 755-1467
August 13, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE:
TRANSACTION AMOUNT OF
VALUATION*: FILING FEE:
$8,750,000 $1,750.00
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* Based upon the purchase of 500,000 Shares (the maximum number of Shares
offered to be purchased) at $17.50 per Share (the maximum per Share
purchase price which may be selected by the Company pursuant to the
tender offer).
<PAGE>
/ / Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and date of its filing.
Amount Previously Paid: __________________
Form or Registration No.: ________________
Filing Party: ____________________________
Date Filed: ______________________________
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ITEM 1. SECURITY AND ISSUER.
(a) Name: United Capital Corp. (the "Company")
Address of Principal Executive Office:
9 Park Place
Great Neck, New York 11021
(b) Title of Securities Being Sought: Common Stock, par value $0.10
per share (the "Common Stock").
Amount outstanding on August 11, 1999: 5,013,647 shares of Common
Stock.
Information with respect to the exact amount of securities being
sought and the consideration being offered therefor is set forth in "Number of
Shares; Proration" beginning on Page 5 in the Offer to Purchase (the "Offer to
Purchase"), filed as Exhibit (a)(1) hereto, which is incorporated herein by
reference. The executive officers, directors and affiliates of the Issuer have
advised the Issuer that they do not intend to tender any Shares pursuant to the
Offer.
(c) Information with respect to the principal market for and price
range of the Shares is set forth in "Price Range of Shares" beginning on Page 12
in the Offer to Purchase, which is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Information with respect to source and amount of funds to be used
for the purchase of Shares is set forth in "Source and Amount of Funds"
beginning on Page 14 in the Offer to Purchase, which is incorporated herein by
reference.
(b) Not Applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
Information with respect to the purpose of the tender offer
and planned disposition of the securities and possible effects of the tender
offer is set forth in "Background and Purpose of the Offer; Certain Effects of
the Offer" and "Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares" beginning on Pages 13 and 18, respectively,
in the Offer to Purchase, which are incorporated herein by reference. Other than
as indicated, there are no current plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of any securities of the Issuer;
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(b) An extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer including, but not limited to, any plans or proposals to change
the number or the term of directors, to fill any existing vacancy on the board
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 Issuer;
(f) Any other material change in the Issuer's corporate
structure or business including, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote would be required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of equity security of the Issuer to be
delisted from a national securities exchange, or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) The suspension of the Issuer's obligation to file reports
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Neither the Issuer nor any of its subsidiaries nor, to the
knowledge of the Issuer, any of its executive officers or directors or any
associate of any of the foregoing has engaged in any transactions involving the
Shares during the 40 business days prior to the date hereof, except as is set
forth in "Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares" beginning on Page 18 in the Offer to
Purchase, which are incorporated herein by reference.
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<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
Neither the Issuer nor, to the knowledge of the Issuer, any of
its executive officers, directors, or affiliates is a party to any contract,
arrangement, understanding or relationship relating directly or indirectly to
the Offer and the securities of the Issuer, except as set forth in "Fees and
Expenses" beginning on Page 21 in the Offer to Purchase, which is incorporated
herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Information with respect to persons employed, retained or to
be compensated by the Issuer to make solicitations or recommendations in
connection with the tender offer is set forth in "Fees and Expenses" beginning
on Page 21 in the Offer to Purchase, which is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)(1)-(4) See "Certain Information Concerning the Company" beginning on
Page 14 in the Offer to Purchase, which is incorporated herein
by reference.
(b)(1)-(3) See "Certain Information Concerning the Company" beginning on
Page 14 in the Offer to Purchase, which is incorporated herein
by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Neither the Issuer nor, to the Issuer's knowledge, any of its
executive officers or directors is a party to any material
contract, arrangement, understanding or relationship between
them and the Issuer which are material to a decision by a
shareholder whether to tender or hold Shares in the tender
offer.
(b) There are no applicable regulatory requirements which must be
complied with or approvals which must be obtained in
connection with the tender offer.
(c) Not applicable.
(d) There are no material pending legal proceedings relating to
the tender offer.
(e) Not applicable.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith or incorporated by
reference herein to documents previously filed.
(a) (1) Form of Offer to Purchase dated August 12, 1999.
(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Substitute Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(5) Form of Letter dated August 12, 1999 from A.F. Petrocelli,
Chairman, President and Chief Executive Officer of the Issuer,
to the Stockholders of the Issuer.
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated August 12, 1999 from A.F.
Petrocelli, Chairman, President and Chief Executive Officer of
the Issuer.
(7) Text of Press Release dated August 12, 1999.
(b) Not Applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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<PAGE>
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.
UNITED CAPITAL CORP.
By: /s/ A.F. Petrocelli
-----------------------------------
A.F. Petrocelli
Chairman, President and
Chief Executive Officer
Dated: August 13, 1999
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<PAGE>
EXHIBIT INDEX
DESCRIPTION EXHIBIT
(a) (1) Form of Offer to Purchase dated August 12, 1999.
(2) Form of Letter of Transmittal (including
Certification of Taxpayer Identification Number on
Substitute Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(5) Form of Letter dated August 12, 1999 from A.F.
Petrocelli, Chairman, President and Chief Executive
Officer of the Issuer, to the Stockholders of the
Issuer.
(6) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees, dated August 12,
1999 from A.F. Petrocelli, Chairman, President and
Chief Executive Officer of the Issuer.
(7) Press Release dated August 12, 1999.
(b) Not Applicable.
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OFFER BY
UNITED CAPITAL CORP.
TO PURCHASE FOR CASH UP TO 500,000
SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF $17.50
NOR LESS THAN $15 PER SHARE
THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER 30, 1999, UNLESS THE OFFER IS EXTENDED.
UNITED CAPITAL CORP., a Delaware corporation (the "Company"),
hereby invites its stockholders to tender up to 500,000 shares (the "Shares") of
its Common Stock, $0.10 par value per share (the "Common Stock"), to the Company
at prices, not in excess of $17.50 nor less than $15 per Share, specified by
tendering 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"). The Company will determine a single per Share
price (not in excess of $17.50 nor less than $15 per Share) (the "Purchase
Price") that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will purchase up to 500,000 Shares (or such
lesser number of Shares as are properly tendered at or below the Purchase Price)
pursuant to the Offer. Each stockholder who has properly tendered and not
withdrawn Shares at prices at or below the Purchase Price will receive the
Purchase Price, net to the stockholder in cash, for all Shares purchased upon
the terms and subject to the conditions of the Offer. In the event that prior to
5:00 p.m., New York City time, on September 30, 1999, or such later time and
date to which the Offer may be extended by the Company, a greater number of
Shares are properly tendered and not withdrawn at or below the Purchase Price
than will be accepted for purchase by the Company, the Company will accept
Shares for purchase first from Shares properly tendered at or below the Purchase
Price by any stockholder who, on the date of tender, beneficially holds fewer
than 100 Shares ("Odd Lot Holder") and who tenders all Shares beneficially owned
by such Odd Lot Holder and then from all other Shares tendered at or below the
Purchase Price on a pro rata basis. All Shares not purchased pursuant to the
Offer, including Shares tendered at prices in excess of the Purchase Price and
Shares not purchased because of proration or conditional tenders, will be
returned. The Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer.
Please note that if you hold shares of Common Stock of Metex
Corporation ("Metex Shares"), such Metex Shares are exchangeable into Shares on
the basis of 1.538 Shares for each one (1) Metex Share and, based on such
exchange rate, Metex Shares will be accepted as part of the Offer to Purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE
SECTION 5.
The Shares are traded on the American Stock Exchange ("AMEX")
under the symbol AFP. On August 11, 1999, the last full trading day prior to the
announcement of the Offer, the closing per Share sales price as reported on AMEX
was $14-7/8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. SEE SECTION 6.
<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. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER OF THE COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.
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IMPORTANT
Any stockholder desiring to tender all or any portion of his
Shares should either (i) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and deliver it and all other required documents to Continental Stock
Transfer & Trust Company (the "Depositary") and either mail or deliver the stock
certificates for such Shares to the Depositary or follow the procedure for
book-entry delivery set forth in Section 2, or (ii) request his broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
him. Any stockholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such person or
institution if he desires to tender such Shares.
Any stockholder who desires 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 2. STOCKHOLDERS MUST PROPERLY COMPLETE THE SECTION OF THE LETTER OF
TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO
EFFECT A VALID TENDER OF THEIR SHARES.
Questions and requests for assistance or for additional copies
of this Offer to Purchase, the Letter of Transmittal or Notice of Guaranteed
Delivery may be directed to Innisfree M&A Incorporated (the "Information Agent")
at the address and the telephone number set forth on the back cover of this
Offer to Purchase.
The date of this Offer to Purchase is August 12, 1999.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF
OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON 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, ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.
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<PAGE>
TO THE HOLDERS OF COMMON STOCK OF
UNITED CAPITAL CORP.:
INTRODUCTION
United Capital Corp., a Delaware corporation (the "Company"),
hereby invites its stockholders to tender shares (the "Shares") of its Common
Stock, $0.10 par value per share (the "Common Stock"), to the Company at a
price, not in excess of $17.50 nor less than $15 per Share, specified by such
stockholders, upon the terms and subject to the conditions set forth in this
Offer to Purchase and the related Letter of Transmittal (which together
constitute the "Offer"). The Company will determine a single per Share price
(not in excess of $17.50 nor less than $15 per Share) (the "Purchase Price")
that it will pay for Shares properly tendered pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will purchase up to 500,000 Shares (or such lesser
number of Shares as are properly tendered at or below the Purchase Price)
pursuant to the Offer. The Company reserves the right, in its sole discretion,
to purchase more than 500,000 Shares pursuant to the Offer. The Board of
Directors of the Company has concluded that the purchase of Shares pursuant to
the Offer is a prudent use of the Company's financial resources.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 5.
All stockholders who have properly tendered and not withdrawn
their Shares at prices at or below the Purchase Price will receive the Purchase
Price, net to the stockholder in cash, for all Shares purchased upon the terms
and subject to the conditions of the Offer, including the provisions relating to
proration and conditional tenders described herein. If, prior to the Expiration
Date (as defined in Section 1), more than 500,000 Shares (or such greater number
of Shares as the Company may elect to purchase pursuant to the Offer) are
properly tendered at or below the Purchase Price and not withdrawn, the Company
will accept Shares for purchase first from all Odd Lot Holders (as defined in
Section 1) who properly tender all their Shares at or below the Purchase Price
and then on a pro rata basis from all other stockholders who properly tender
Shares at or below the Purchase Price. If any stockholder tenders Shares held by
him and does not wish to have such Shares purchased pursuant to the Offer
subject to proration, such stockholder may tender Shares subject to the
condition that a designated number or none of such Shares be purchased in the
event of proration. See Sections 1 and 2. The Company will return all Shares not
purchased under the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration or conditional
tenders. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company
pursuant to the Offer. In addition, the Company will pay all fees and expenses
of the Depositary and the Information Agent in connection with the Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER OF THE COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.
As of August 11, 1999 there were outstanding 5,013,647 Shares.
The 500,000 Shares that the Company is offering to purchase represent
approximately 10% of the Shares outstanding at that date. The Shares are traded
on the American Stock Exchange ("AMEX") under the symbol AFP. On August 11,
1999, the last full trading day on AMEX prior to the announcement of the Offer,
the closing per Share sale price was $14-7/8.
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STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
SEE SECTION 6.
Any Shares acquired by the Company pursuant to the Offer will
be canceled and will be returned to the status of authorized but unissued shares
of Common Stock. Such Shares will be available for reissuance by the Company
without further stockholder action for general or other corporate purposes,
including stock options, stock splits or dividends, acquisitions and the raising
of additional capital for use in the Company's business. Except for stock
options, the Company has no current plans for any such uses of such Shares.
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 up to 500,000 Shares, or such
lesser number of Shares as are properly tendered at or below the Purchase Price
at or prior to the Expiration Date (as defined herein), and not withdrawn in
accordance with Section 3. The term "Expiration Date" means 5:00 p.m., New York
City time, on September 30, 1999, 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. For a description
of the Company's right to extend the period of time during which the Offer is
open, and to delay, terminate or amend the Offer, see Section 14. If the Offer
is oversubscribed, Shares tendered 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 Company will, upon the terms and subject to the conditions
of the Offer, determine the Purchase Price that it will pay for Shares properly
tendered pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by tendering stockholders. The Company will
determine a single per Share Purchase Price that it will pay for Shares properly
tendered pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by the tendering stockholders. The Company
will purchase up to 500,000 Shares (or such lesser number of Shares as are
properly tendered at or below the Purchase Price) pursuant to the Offer. In
addition, the Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer.
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 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 in the manner
described in Section 14, the Offer will be extended until the expiration of such
period of ten business days. 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.
In accordance with Instruction 5 of the Letter of Transmittal,
each stockholder desiring to tender Shares must specify the price, not in excess
of $17.50 nor less than $ 15 per Share, at which such stockholder is willing to
have Shares purchased by the Company. As promptly as practicable following the
Expiration Date, the Company will determine the Purchase Price (not in excess of
$17.50 nor less than $15 per Share) that will allow it to purchase up to 500,000
Shares properly tendered and not withdrawn by the Expiration Date. As promptly
as practicable thereafter, the Company will publicly announce the Purchase
Price, and upon the terms and subject to the conditions of the Offer (including
the proration provisions described herein), all stockholders who have properly
tendered and not withdrawn Shares at prices at or below the Purchase Price will
receive the Purchase Price for all Shares purchased. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration or conditional
tenders, will be returned to the tendering stockholders at the Company's expense
as promptly as practicable following the Expiration Date.
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If the number of Shares properly tendered by the Expiration
Date at prices at or below the Purchase Price, and not withdrawn, is less than
or equal to 500,000 (or such greater number of Shares as the Company may elect
to purchase pursuant to this Offer) the Company will, upon the terms and subject
to the conditions of this Offer, purchase at the Purchase Price all Shares so
tendered.
If the number of Shares properly tendered by the Expiration
Date at prices at or below the Purchase Price, and not withdrawn, is greater
than 500,000 (or such greater number of Shares as the 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 500,000 Shares (or
such greater number of Shares) in the following order of priority: (i) Odd Lots
(as hereinafter defined), (ii) Shares unconditionally tendered at or below the
Purchase Price by the Expiration Date on a pro rata basis (with adjustments to
avoid the purchase of fractional Shares), and (iii) Shares conditionally
tendered at or below the Purchase Price by the Expiration Date selected by lot.
See the discussion below for further information relating to conditional tenders
of Shares.
For purposes of the Offer, the term "Odd Lots" means all
Shares properly tendered, in accordance with the procedures set forth in Section
2, by the Expiration Date at prices at or below the Purchase Price and not
withdrawn, by or on behalf of stockholders ("Odd Lot Holders") who, on the date
of tender, beneficially hold fewer than 100 Shares. As set forth above, Odd Lots
will be accepted for purchase before any proration. In order to qualify for this
preference, an Odd Lot Holder must properly tender at a price at or below the
Purchase Price all Shares beneficially owned by him and must not make a
conditional tender. Partial tenders will not qualify for this preference. This
preference is not available to holders of 100 or more Shares, even if holders
have separate stock certificates for fewer than 100 Shares. Any Odd Lot Holder
wishing to tender all Shares beneficially owned free of proration must complete
the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery. Stockholders owning an aggregate of less than
100 Shares 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 otherwise payable on a sale of their Shares in an AMEX transaction.
The Company reserves the right, but will not be obligated, to
purchase all Shares properly tendered and not withdrawn, at or below the
Purchase Price, by any stockholder who has so tendered all Shares owned
beneficially or of record and as a result of any proration would then own an
aggregate of fewer than 100 Shares. In addition, the Company reserves the right,
but will not be obligated, to purchase in excess of 500,000 Shares pursuant to
the Offer to avoid proration.
As described in Section 13, 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. If any stockholder tenders
Shares held by him and does not wish to have such Shares subject to proration
before purchase, such stockholder may tender Shares subject to the condition
that at least a designated minimum number or none of such Shares be purchased.
Any stockholder desiring to make such a conditional tender should so indicate in
the box captioned "Conditional Tender" on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery. It is the tendering
stockholder's responsibility to determine the minimum number of Shares to be
tendered. Stockholders should consult their tax advisors with respect to the
effects of proration of the Offer and the advisability of making a conditional
tender. See Section 13.
If as a result of proration the number of Shares to be
purchased from any stockholder making a conditional tender is reduced below the
minimum number specified by such stockholder, such tender will automatically be
regarded as withdrawn, except as provided below, and all Shares tendered by such
stockholder will be returned as promptly as practicable after the Expiration
Date at the Company's expense. If so many conditional tenders are withdrawn that
the total number of Shares available for purchase by the Company falls below the
number of Shares that the Company has determined to purchase pursuant to the
Offer, then, to the extent feasible, the Company will select enough of such
conditional tenders, which would otherwise have been withdrawn, to enable the
Company to purchase such desired number of Shares. In selecting among such
conditional tenders, the Company will select by lot and will limit its purchase
in each case to the designated minimum number of Shares to be purchased.
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2. PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. To validly tender Shares pursuant to
the Offer, either (i) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal must be received by
the Depositary at its address set forth on the back cover of this Offer to
Purchase, and either (a) certificates for the Shares to be tendered must be
received by the Depositary at such address or (b) 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 (ii) the guaranteed delivery procedure described below must
be followed.
In accordance with Instruction 5 of the Letter of Transmittal,
each stockholder desiring to tender Shares pursuant to the Offer must indicate,
in the box captioned "Price (In Dollars) Per Share at Which Shares Are Being
Tendered" in the Letter of Transmittal, the price (in multiples of $0.125) at
which such Shares are being tendered. IF A STOCKHOLDER DESIRES TO TENDER SHARES
IN SEPARATE LOTS AT A DIFFERENT PRICE FOR EACH LOT, SUCH STOCKHOLDER MUST
COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH LOT AND PRICE AT WHICH HE IS
TENDERING SHARES. 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 TENDER SHARES PROPERLY, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON EACH
LETTER OF TRANSMITTAL MUST BE CHECKED.
In addition, Odd Lot Holders who tender all their Shares must
complete the box captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery in order to qualify for the
preferential treatment available to Odd Lot Holders as set forth in Section 1.
Stockholders desiring to make a conditional tender of their Shares must complete
the box captioned "Conditional Tender" in the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery.
Book-Entry Delivery. The Depositary will establish an account
with respect to the Shares at The Depository Trust Company (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 the system of any Book-Entry Transfer Facility may make delivery
of Shares by causing such Book-Entry Transfer Facility to transfer such Shares
into the Depositary's account in accordance with the procedures of such
Book-Entry Transfer Facility. However, although delivery of Shares may be
effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other required documents must, in any case, be received by the Depositary at
the address set forth on the back cover of this Offer to Purchase by the
Expiration Date, or the guaranteed delivery procedure described below must be
complied with by the tendering stockholder. DELIVERY OF THE LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees. No signature guarantee is required on
the Letter of Transmittal 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 2, includes
any participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the Shares) tendered therewith, and
payment is to be made directly to such registered holder, or if Shares are
tendered for the account of a financial institution that is a member of the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program a member of the Stock Transfer Association's approved medallion program
(such as STAMP, GEMP or MSP) or a commercial bank or trust company having an
office, branch or agency in the United States (each such entity, 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 signatory of a Letter of Transmittal, or if payment
is to be made or Shares not purchased or tendered are to be issued to a person
other than the registered owner, the certificate must be endorsed or accompanied
by an appropriate stock power, in either
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<PAGE>
case signed exactly as the name of the registered owner appears on the
certificate with the signature on the certificate or stock power guaranteed by
an Eligible Institution.
Method of Delivery. THE METHOD OF DELIVERY OF SHARES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER.
IF CERTIFICATES FOR SHARES ARE TO BE SENT BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Backup Federal Income Tax Withholding. To prevent backup
federal income tax withholding equal to 31% of the gross payments made pursuant
to the Offer, each stockholder who does not otherwise establish an exemption
from such withholding must notify the Depositary of such stockholder's correct
taxpayer identification number (or certify that such taxpayer is awaiting a
taxpayer identification number) and provide certain other information by
completing a Substitute Form W-9 included in the Letter of Transmittal. Foreign
stockholders are required to submit a Form W-8 in order to avoid backup
withholding.
EACH STOCKHOLDER SHOULD CONSULT HIS OWN TAX ADVISOR AS TO
WHETHER SUCH STOCKHOLDER IS SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX
WITHHOLDING.
Guaranteed Delivery. If a stockholder desires to tender Shares
pursuant to the Offer and cannot deliver certificates for such Shares (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 if all of the
following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company
(indicating the price at which the Shares are being tendered) is
received by the Depositary (as provided below) by the Expiration
Date; and
(iii) the certificates for such Shares (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 facsimile thereof) and
any other documents required by the Letter of Transmittal, are
received by the Depositary within three AMEX trading days after the
date the Depositary receives such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or mail to the Depositary
and must include a guarantee by an Eligible Institution in the form set forth in
such Notice.
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 price to be paid therefor, the form of documents
and the validity, eligibility (including 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 of Shares
determined by it not to be in proper form or the acceptance for payment of or
payment for which may be unlawful. The Company also reserves the absolute right
to waive any of the conditions of the Offer or any defect or irregularity in any
tender of Shares. 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 Information Agent, the Depositary or any other person will be under any duty
to give notification of any defect or irregularity in tenders or incur any
liability for failure to give any such notice.
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<PAGE>
Tender Constitutes an Agreement. The proper 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 and
a binding agreement between the tendering stockholder and the Company.
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 stockholder's own account
unless, at the time of the tender and at the end of the proration period, the
person so tendering (i) has a net long position equal to or greater than the
amount of (a) Shares tendered or (b) other securities immediately convertible
into, or 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 promulgated under the Exchange Act 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 his representation and warranty
that (A) such stockholder has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Exchange Act and (B) the
tender of such Shares complies with Rule 14e-4 promulgated under the Exchange
Act.
3. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 3, tenders of
Shares pursuant to the Offer will be 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 as provided in this Offer to
Purchase, may also be withdrawn after 12:00 Midnight, New York City time, on
September 30, 1999.
For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be timely received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase. 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
and the name of the registered holder, if different from that of the person who
tendered such 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 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
2, 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. 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. None of the Company, the Depositary, the Information
Agent or any other person shall be obligated to give any notice of any defects
or irregularities in any notice of withdrawal and none of them shall incur any
liability for failure to give any such notice. Any Shares properly withdrawn
will thereafter be deemed not tendered for purposes of the Offer. However,
withdrawn Shares may be re-tendered prior to the Expiration Date by again
following any of the procedures described in Section 2.
If, as a result of proration, the number of Shares to be
purchased from any stockholder making a conditional tender is reduced below the
minimum number specified by such stockholder, such tender will automatically be
regarded as withdrawn.
If the Company extends the Offer, 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 3
subject to Rule 13e-4(f)(5) under the Exchange Act which provides that the
issuer making the tender offer shall either
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<PAGE>
pay the consideration offered, or return the tendered securities, promptly after
the termination or withdrawal of the tender offer.
4. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer
(including proration), and promptly after the Expiration Date, the Company will
determine a single per Share Purchase Price (not in excess of $17.50 nor less
than $15 per Share) that 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. The Company will accept for payment up to
500,000 Shares, or such lesser number of Shares, as provided in Section 1, as
are properly tendered and not withdrawn at or below the Purchase Price, as soon
as practicable after the Expiration Date. Following the determination of the
Purchase Price, the Company will announce the Purchase Price, and payment for
Shares accepted for payment pursuant to the Offer will be made promptly (subject
to possible delay in the event of proration) but only after timely receipt by
the Depositary of certificates for Shares (or of a 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 manually executed facsimile thereof) and any other required
documents.
For purposes of the Offer, the Company will be deemed to have
accepted for payment, subject to proration, Shares tendered at or below the
Purchase Price and not withdrawn if, as and when the Company gives oral or
written notice to the Depositary of its acceptance of such Shares for payment
pursuant to the Offer. Payment for Shares to be purchased pursuant to the Offer
will be made by depositing the aggregate Purchase Price for such Shares with the
Depositary, which will act as agent for the tendering stockholders for the
purpose of receiving payment from the Company and transmitting such payments to
tendering stockholders.
In the event of proration, the Company will determine the
proration factor and pay for those tendered Shares accepted for payment as soon
as practicable after the Expiration Date; however, the Company does not expect
to be able to announce the final results of any such proration until
approximately five AMEX trading days after the Expiration Date. Certificates for
all Shares not purchased, including all Shares tendered at prices in excess of
the Purchase Price and Shares not purchased due to proration or conditional
tenders, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained within such
Book-Entry Transfer Facility by the participant therein who so delivered such
Shares) as soon as practicable after the Expiration Date or termination of the
Offer without expense to the tendering stockholder. Under no circumstances will
interest be paid by the Company by reason of any delay in paying for any Shares
or otherwise. In addition, if certain events occur, the Company may not be
obligated to purchase the Shares pursuant to the Offer. See Section 5.
The Company will pay all stock transfer taxes, if any, payable
on the transfer to it of Shares purchased pursuant to the Offer. If, however,
payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if Shares not tendered or not accepted for purchase 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 MAY
BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 2.
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<PAGE>
5. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company
shall not be required to accept for payment or purchase or pay for any Shares
tendered and may terminate or amend the Offer or may postpone the acceptance for
payment of, or the payment for, Shares tendered, if at any time on or after
September 30, 1999, but on or before the Expiration Date, 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 omission to act by the Company),
makes it inadvisable to proceed with the Offer or with such acceptance for
purchase or payment:
(a) There shall have occurred (i) the commencement of a war,
armed hostilities or other international or national calamity
directly or indirectly involving the United States, (ii) any
general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market, (iii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States, (iv) any limitation by any governmental, regulatory
or administrative authority or agency or any other event that, in
the sole judgment of the Company, might affect the extension of
credit by banks or other lending institutions, (v) a decline in the
last sales price of the Shares of more than 15% as reported on AMEX
measured from the close of business on August 11, 1999, (vi) any
change in the general political, market, economic or financial
conditions in the United States or abroad that has or may have
material adverse significance with respect to the Company's
business, operations or prospects or the trading in the Shares, or
(vii) any decline in the Dow Jones Industrial Average of more than
15%, measured from the close of business on August 11, 1999; or
(b) There shall have been threatened, instituted or pending
any action or proceeding by any government or governmental
authority or regulatory or administrative agency, domestic or
foreign, or by any other person, domestic or foreign, before any
court or governmental authority or regulatory or administrative
agency, domestic or foreign, (i) challenging or seeking to make
illegal, or delay or otherwise directly or indirectly restrain or
prohibit the making of the Offer, the acceptance for payment of or
payment for some or all of the Shares by the Company or otherwise
directly or indirectly relating in any manner to or affecting the
Offer, or (ii) that otherwise, in the sole judgment of the Company,
has or may have a material adverse effect on the business,
financial condition, income, operations or prospects of the Company
or its subsidiaries taken as a whole or has or may materially
impair the contemplated benefits of the Offer to the Company; or
(c) There shall have been any action threatened, pending or
taken or approval withheld or any statute, rule, regulation,
judgment or order or injunction proposed, sought, enacted,
enforced, promulgated, amended, issued or deemed applicable to the
Offer or the Company or any of its subsidiaries by any court,
governmental authority or regulatory or administrative agency,
domestic or foreign, that, in the sole judgment of the Company
might, directly or indirectly, result in any of the consequences
referred to in clauses (i) or (ii) of paragraph (b) above; or
(d) A tender or exchange offer for some or all of the Shares
(other than the Offer) or a proposal with respect to a merger,
consolidation or other business combination with or involving the
Company or any subsidiary shall have been proposed to be made or
shall have been made by another person; or
(e) Any entity, person 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, or any new group shall have been formed which
beneficially owns more than 5% of the outstanding Shares; or
(f) Any change or changes shall have occurred (or any
development shall have occurred involving any prospective change or
changes) in the business, assets, liabilities, condition (financial
or
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<PAGE>
otherwise), operations, results of operations or prospects of the
Company or its subsidiaries that, in the sole judgement of the
Company, have or may have material adverse significance with
respect to the Company or its subsidiaries.
(g) The purchase of Shares pursuant to the Offer would result
in there being less than 300 shareholders of record of the Shares
or would result in the Shares being delisted from AMEX.
The foregoing conditions are for the sole benefit of the
Company and may be asserted by the Company in its sole discretion regardless of
the circumstances (including any action or inaction by the Company) giving rise
to any such conditions, or may be waived by the Company, in its sole discretion,
in whole or in part at any time. The failure by the Company at any time to
exercise its rights under any of the foregoing conditions shall not be deemed a
waiver of any such right; the waiver of any such right with respect to
particular facts and other circumstances shall not be deemed a waiver with
respect to any other facts and circumstances; and each such right shall be
deemed an ongoing right which may be asserted at any time or from time to time.
Any determination by the Company concerning the events described in this Section
shall be final and binding on all parties.
6. PRICE RANGE OF SHARES
Market Information
The Company's Common Stock (ticker symbol: AFP) is traded on
the American Stock Exchange (AMEX). The following table sets forth, for the
periods indicated, as reported in the composite transactions on AMEX.
<TABLE>
<CAPTION>
HIGH LOW
----- ---
FISCAL 1999:
<S> <C> <C> <C>
First Quarter . . . . . . . . . . . . . . . . . . . $18-3/8 $16
Second Quarter . . . . . . . . . . . . . . . . . . $16-3/4 $13
Third Quarter (through August 11, 1999). . . . . . . $15-1/2 $14
FISCAL 1998:
First Quarter . . . . . . . . . . . . . . . . . . . $26-1/2 $23-1/8
Second Quarter . . . . . . . . . . . . . . . . . . $23-3/4 $20-1/2
Third Quarter . . . . . . . . . . . . . . . . . . $24-1/4 $17
Fourth Quarter . . . . . . . . . . . . . . . . . .$18-7/8 $14
FISCAL 1997:
First Quarter . . . . . . . . . . . . . . . . . . .$12-7/8 $ 8-3/8
Second Quarter . . . . . . . . . . . . . . . . . $20-1/2 $12-5/8
Third Quarter . . . . . . . . . . . . . . . . . . . $17-5/8 $15
Fourth Quarter . . . . . . . . . . . . . . . . . .$29 $17-1/8
</TABLE>
On August 11, 1999, the last full trading day of AMEX prior to
the announcement of the Offer, the last sale price per Share for the Company on
Amex was $14-7/8.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR
THE SHARES.
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<PAGE>
7. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
Certain of the statements in this Offer to Purchase,
including, but not limited to the statements provided below, are not historical
facts and are "forward-looking statements" that involve risks and uncertainties,
including, without limitation, general economic conditions, interest rates,
competition, potential technological changes, and potential changes in consumer
spending and purchasing policies and practices. Although the Company believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore there
can be no assurance that the forward-looking statements included herein will
prove to be accurate. In light of significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved including the
financial impact of this transaction.
The Board of Directors of the Company has concluded that the
Company's financial condition and outlook and current market conditions,
including recent trading prices of the Shares, make this an attractive time to
repurchase a portion of the outstanding Shares. In the view of the Board of
Directors, the Offer represents a continuing share repurchase program and an
attractive investment and use of the Company's cash generation abilities that
should benefit the Company and its stockholders over the long-term. In
particular, the Board of Directors believes that the purchase of Shares at this
time is consistent with the Company's long-term corporate goal of seeking to
increase stockholder value. The Offer is designed to increase return on equity
and earnings per Share by redeploying a portion of the Company's equity capital.
The Offer provides stockholders who are considering the sale
of all or a portion of their Shares the opportunity to determine the price at
which they are willing to sell their Shares and, if any such Shares are
purchased pursuant to the Offer, to sell such Shares for cash at a price at or
in excess of current market prices at the date the Offer was announced without
the usual transaction costs associated with market sales. The Offer also allows
stockholders to sell a portion of their Shares while retaining a continuing
equity interest in the Company if they so desire. In addition, the stockholders
owning fewer than 100 shares 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 a sale of their Shares in a AMEX
transaction. Stockholders who determine not to accept the Offer will realize a
proportionate increase in their equity interest in the Company if the Shares are
purchased pursuant to the Offer.
Shares acquired by the Company pursuant to the Offer will be
canceled and will return to the status of authorized but unissued shares of
Common Stock. Such Shares will be available for reissuance by the Company
without further stockholder action for general or other corporate purposes,
including stock options and other employee benefit plans, stock splits or
dividends, acquisitions, and the raising of additional capital for use in the
Company's business. Except for stock options, the Company has no current plans
for any such uses of such shares.
8. SHARES OUTSTANDING AND SIGNIFICANT STOCKHOLDERS; CERTAIN EFFECTS OF THE
OFFER
As of August 11, 1999, the Company had issued and outstanding
5,013,647 Shares. The 500,000 Shares that the Company is offering to purchase
pursuant to the Offer represent approximately 10% of the Shares then
outstanding. As of August 11, 1999, all executive officers and directors of the
Company as a group beneficially owned (excluding outstanding options to purchase
Shares) an aggregate of 2,857,724 Shares, or approximately 57% of the
outstanding Shares on such date. If the Company purchases 500,000 Shares
pursuant to the Offer and no executive officer or director tenders Shares
pursuant to the Offer, the Company's executive officers and directors as a group
would beneficially own approximately 63.3% of such outstanding Shares (excluding
options to purchase Shares).
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING ANY OR ALL OF SUCH STOCKHOLDER'S SHARES AND NEITHER HAS AUTHORIZED ANY
PERSON TO MAKE ANY SUCH RECOMMENDATION. STOCKHOLDERS ARE URGED
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TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT
AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER.
The purchase of Shares pursuant to the Offer will reduce the
number of Shares that otherwise might trade publicly and may reduce the number
of stockholders. Nonetheless, it is anticipated that there still will be a
sufficient number of Shares outstanding and publicly traded following the Offer
to ensure a continued trading market in the Shares. Based upon published
guidelines, the Company does not believe that the purchase of Shares pursuant to
the Offer will cause the Company's remaining Shares to cease to be listed on
AMEX.
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 Securities and Exchange Commission (the
"Commission") and comply with the Commission's proxy rules in connection with
meetings of the Company's stockholders. The Company believes that the purchase
of Shares pursuant to the Offer will not result in the Shares becoming eligible
for deregistration under the Exchange Act.
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 repurchase of Shares pursuant to the Offer, the
Shares will continue to be margin securities for purposes of the Federal Reserve
Board's margin regulations.
Although the Company has no current plans to acquire
additional Shares, the Company may in the future purchase additional Shares in
the open market, in private transactions, through tender offers 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. However, Rule 13e-4 of
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 or termination of the Offer. Any possible future purchases
by the Company will depend on many factors, including the market price of the
Shares, the Company's business and financial positions, the results of the Offer
and general economic and market conditions.
9. SOURCE AND AMOUNT OF FUNDS
If the Company were to purchase 500,000 Shares pursuant to the
Offer at the maximum Purchase Price of $17.50 per Share, the Company expects
that the maximum aggregate cost of the Offer, including all fees and expenses
applicable to the Offer, would be approximately $8,750,000. Consummation of the
Offer is not conditioned upon the Company obtaining financing. The funds needed
to purchase the Shares will be derived from working capital.
10. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company, incorporated in 1980 in the State of Delaware,
currently has two industry segments:
1. Real Estate Investment and Management.
2. Manufacture and Sale of Engineered Products.
The Company also invests excess available cash in marketable
securities and other financial instruments.
On January 2, 1998, the Company completed the sale of the
stock of its Dorne & Margolin, Inc. ("D&M") subsidiary to AIL Systems Inc. for
$16 million in cash, resulting in a pretax gain from discontinued operations of
approximately $8.6 million. The net assets and operating results of D&M are
presented as a discontinued operation in the Company's Consolidated Financial
Statements for periods prior to the sale.
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<PAGE>
More comprehensive financial information is included in such
Consolidated Financial Statements, and the financial information which follows
is qualified in its entirety by reference to such Financial Statements, related
notes and the audit report contained therein, copies of which may be obtained as
set forth below under the caption "Miscellaneous."
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial data should be
read in conjunction with the historical Consolidated Financial Statements of the
Company included in the Company's 1998 Annual Report on Form 10-K and the
Company's Quarterly Report on Form 10-Q for the six months ended June 30, 1999.
Interim unaudited data for the period ended June 30, 1999 reflect, in the
opinion of management of the Company, all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of such data. Results
for the six months ended June 30, 1999 are not necessarily indicative of results
that may be expected for any other interim period or for the year as a whole.
The selected information below is qualified in its entirety by reference to such
reports and the financial information and related notes contained therein.
Copies of such reports may be obtained as set forth below under the caption
"Miscellaneous."
-15-
<PAGE>
UNITED CAPITAL CORP.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
<TABLE>
<CAPTION>
For the six
months
ended
6/30/99
Income Statement Data (Unaudited) 1998 1997
- --------------------- ----------- ---- ----
<S> <C> <C> <C>
Total revenues (1) $ 28,888 $ 58,519 $ 60,246
Income from continuing operations 6,162 10,583 7,465
Net income 6,162 15,432 8,481
Basic earnings per common share
Income from continuing operations $ 1.22 $ 2.03 $ 1.41
Discontinued operations -- .93 .19
-------- ----------- -----------
Net income per basic common share $ 1.22 $ 2.96 $ 1.60
======== =========== ===========
Diluted earnings per common share
Income from continuing operations $ 1.21 $ 2.00 $ 1.40
Discontinued operations -- .92 .19
-------- ----------- -----------
Net income per common share assuming dilution $ 1.21 $ 2.92 $ 1.59
======== =========== ===========
Average number of common shares outstanding
Basic 5,053 5,203 5,288
Diluted 5,076 5,288 5,339
Ratio of earnings to fixed charges (2) 7.32 6.05 3.97
Balance Sheet Data
Total assets $133,065 $ 126,112 $ 113,353
Total liabilities 76,512 73,694 75,873
Stockholders' equity 56,553 52,418 37,480
======== =========== ===========
Book value per common share and common
share equivalent outstanding $ 11.14 $ 9.91 $ 7.02
======== =========== ===========
</TABLE>
Notes to Summary Historical Consolidated Financial Information
(1) Certain reclassifications have been reflected in the financial data
to conform prior years' data to the current classifications.
(2) The ratio of earnings to fixed charges was computed by dividing
income before income taxes and interest expense, including
amortization of deferred financing costs, during the period by
interest cost incurred.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information of the
Company for the fiscal year ended December 31, 1998 and the six months ended
June 30, 1999 shows the effects of the purchase of 500,000 Shares pursuant to
the Offer. The income statement data give effect to the purchase of Shares
pursuant to the Offer as if it had occurred at the beginning of each period
presented. The balance sheet data give effect to the purchase of Shares pursuant
to the Offer as if it had occurred as of the date of the respective balance
sheets. The pro forma financial information should be read in conjunction with
the audited financial statements and related notes contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and the
unaudited financial statements contained in the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1999. The pro forma financial
information does not purport to be indicative of the results that would actually
have been attained had the purchases of the Shares been completed at the dates
indicated or that may be attained in the future.
-16-
<PAGE>
UNITED CAPITAL CORP.
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(In thousands, except per share and ratio amounts)
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 1999 December 31, 1998
------------- -----------------
Pro forma(1) Pro forma(1)
------------ ------------
Unaudited $15 Per $17.50 Per $15 Per $17.50 Per
Historical Share Share Historical Share Share
---------- ----- ----- ---------- ----- -----
Income Statement Data
<S> <C> <C> <C> <C> <C> <C>
Total revenues $28,888 $28,888 $28,888 $58,519 $58,519 $58,519
======= ======= ======= ======= ======= =======
Net income $ 6,162 $ 6,057 $ 6,042 $15,432 $15,237 $15,207
======= ======= ======= ======= ======= =======
Basic earnings per common share (2)
Income from continuing operations $ 1.22 $ 1.33 $ 1.33 $ 2.03 $ 2.21 $ 2.20
Discontinued operations -- -- -- .93 1.03 1.03
------- ------- ------- ------- ------- -------
Net income per common share $ 1.22 $ 1.33 $ 1.33 $ 2.96 $ 3.24 $ 3.23
======= ======= ======= ======= ====== ======
Diluted earnings per common share(2)
Income from continuing operations $ 1.21 $ 1.32 $ 1.32 $ 2.00 $ 2.17 $ 2.17
Discontinued operations -- -- -- .92 1.01 1.01
------- ------- ------- ------- ------- -------
Net income per common share assuming
dilution $ 1.21 $ 1.32 $ 1.32 $ 2.92 $ 3.18 $ 3.18
======= ======= ======= ======= ====== ======
Basic shares outstanding 5,053 4,553 4,553 5,203 4,703 4,703
Diluted shares outstanding 5,076 4,576 4,576 5,288 4,788 4,788
Ratio of earnings to fixed charges(3) 7.32 7.22 7.20 6.05 5.96 5.95
Balance Sheet Data
- ------------------
Total assets $133,065 $125,460 $124,195 $126,112 $118,417 $117,137
Total liabilities 76,512 76,512 76,512 73,694 73,694 73,694
Stockholders' equity 56,553 48,948 47,683 52,418 44,723 43,443
======== ======== ======== ======== ======== ========
Book value per common share and
common share equivalent outstanding $ 11.14 $ 10.70 $ 10.42 $ 9.91 $ 9.34 $ 9.07
======= ======= ======= ======= ======= =======
</TABLE>
NOTES TO SUMMARY UNAUDITED CONSOLIDATED
PRO FORMA FINANCIAL INFORMATION
(1) The pro forma information assumes 500,000 Shares to be purchased at
$15.00 per share and $17.50 per share. In each pro forma period
presented the purchase is assumed to be funded through available cash
balances and interest income has been reduced accordingly. There can be
no assurance that the Company will purchase 500,000 Shares or as to the
price at which such Shares will be purchased.
(2) The basic and diluted earnings per share calculation gives effect to
the reduced number of shares that result from the repurchase of Shares
pursuant to the Offer.
(3) The ratio of earnings to fixed charges was computed by dividing income
before income taxes and interest expense, including amortization of
deferred financing costs, during the period by interest cost incurred.
-17-
<PAGE>
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE SHARES
Neither the Company, nor any subsidiary of the Company, nor,
to the Company's knowledge, any of the Company's or any of its subsidiaries'
executive officers or directors or associates of any of the foregoing, has
engaged in any transaction involving Shares during the period of forty business
days prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the
Company, nor any subsidiary of the Company, nor, to the Company's knowledge, any
of its executive officers or directors, or any of the executive officers or
directors of its subsidiaries, is a party to any contract, arrangement,
understanding or relationship relating, directly or indirectly, to the Offer
with any other person with respect to Shares. None of the Company or, to the
Company's knowledge, its executive officers or directors has current plans or
proposals which relate to or would result in any extraordinary corporate
transaction involving the Company, such as a merger, a reorganization, the sale
or transfer of a material amount of its assets or the assets of any of its
subsidiaries (although the Company from time to time may consider various
acquisition or divestiture opportunities), any change in its current Board of
Directors or management, any material change in its current dividend policy or
indebtedness or capitalization, any other material change in its business or
corporate structure, any material change in its Articles of Incorporation or
Bylaws, or causing a class of its equity securities to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or
the suspension of the Company's obligation to file reports pursuant to Section
15(d) of the Exchange Act, or any actions similar to any of the foregoing.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit
that appears to be material to the Company's business that might be adversely
affected by the Company's acquisition of Shares as contemplated herein 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 acquisition or ownership of Shares by the Company as contemplated herein.
Should any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of, or payment for, Shares tendered 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 5.
13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The discussion below provides certain Federal income tax
consequences of a sale of Shares pursuant to the Offer by a United States person
(a United States citizen or resident alien, a domestic corporation, a domestic
partnership or a domestic trust or estate). Certain stockholders (including
insurance companies, tax-exempt organizations, financial institutions or
insurance companies, financial institutions or broker dealers, foreign
stockholders 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. This discussion does not reflect any tax laws of any
jurisdiction other than the Federal income tax laws of the United States. EACH
STOCKHOLDER SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO HIM OF A SALE OF SHARES PURSUANT TO THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, ANY
RECENT CHANGES IN APPLICABLE TAX LAWS AND ANY PROPOSED LEGISLATION.
The sale of Shares 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. The
Federal income tax consequences to a stockholder may vary depending upon the
stockholder's particular facts and circumstances.
Under Section 302 of the Internal Revenue Code of 1986, as
amended (the "Code"), a sale of Shares pursuant to the Offer will, as a general
rule, be treated as a "sale or exchange" if the sale of Shares (a) is
-18-
<PAGE>
"substantially disproportionate" with respect to the stockholder, (b) results in
a "complete redemption" of all of the stock of the Company owned by the
stockholder or (c) is "not essentially equivalent to a dividend" with respect to
the stockholder.
The sale of Shares will be "substantially disproportionate" if
the percentage of the outstanding Shares actually and constructively owned by
the stockholders satisfies the following three requirements:
(i) after the sale, the stockholder owns less than 50% of the total
combined voting power of all classes of outstanding stock entitled
to vote;
(ii) the stockholder's percentage of the total outstanding voting
stock immediately after the purchase is less than 80% of the
stockholder's percentage of the total outstanding voting stock
immediately before the purchase; and
(iii) the stockholder's percentage of outstanding common stock
(whether voting or non-voting) immediately after the purchase is
less than 80% of the stockholder's percentage of outstanding common
stock (whether voting or non-voting) immediately before the
purchase.
The sale of Shares will be deemed to result in a "complete
redemption" if either (a) all the Shares actually and constructively owned by
the stockholder are sold pursuant to the Offer or (b) all the Shares actually
owned by the stockholder are sold pursuant to the Offer and the stockholder is
eligible to waive (and effectively waives) constructive ownership of any other
Shares under procedures described in Section 302 of the Code.
The sale of Shares may be "not essentially equivalent to a
dividend" if the sale results in a "meaningful reduction" of the stockholder's
proportionate interest in the Company. Whether the sale will be considered as
"not essentially equivalent to a dividend" depends on the particular
stockholder's facts and circumstances. Any stockholder intending to rely upon
the "not essentially equivalent to a dividend" test should consult such
stockholder's own tax advisor as to its application in the stockholder's
particular situation.
In determining whether any of the above tests are satisfied, a
stockholder must take into account not only Shares which are actually owned by
the stockholder, but also Shares which are constructively owned by the
stockholder within the meaning of Section 318 of the Code.
Under Section 318, a stockholder is deemed to own Shares
actually owned, and in some cases constructively owned, by certain related
individuals and entities. A stockholder is also deemed to own Shares which the
stockholder has the right to acquire by exercise of an option or conversion or
exchange of a security. An individual stockholder is considered to own Shares
owned directly or indirectly by or for his spouse and his children,
grandchildren and parents. In addition, a stockholder is considered to own a
proportionate number of Shares owned by trusts or estates in which the
stockholder has a beneficial interest, by partnerships in which the stockholder
is a partner and by corporations in which the stockholder owns directly or
indirectly 50% or more in value of the stock. Similarly, shares directly or
indirectly owned by beneficiaries of estates or trusts, by partners of
partnerships and, under certain circumstances, by stockholders of corporations
may be considered owned by these entities.
If any of the above tests under Section 302 of the Code is
satisfied, the stockholder will recognize a gain (or loss) in the amount by
which the purchase price received by the stockholder pursuant to the Offer is
greater (or less) than the stockholder's tax basis in the Shares sold. The
recognized gain or loss will be capital gain or loss if the Shares are held as a
capital asset, and will be long-term capital gain or loss if the Shares have
been held for longer than one (1) year.
If none of the above tests under Section 302 of the Code are
satisfied, the stockholder may be treated as having received a dividend in the
amount of the cash received for the Shares sold pursuant to the Offer. In the
case of a dividend, the stockholder's tax basis in the Shares sold will not
reduce the amount of the dividend.
Proration of the Offer, pursuant to which fewer than all of
the Shares tendered may be purchased by the Company, could adversely affect a
stockholder's ability to satisfy the above tests under Section 302 of the
-19-
<PAGE>
Code. An increase in the number of Shares purchased by the Company could also
adversely affect a stockholder's ability to satisfy these tests. As described
above, the Company may increase the total number of Shares accepted by up to 2%
of the outstanding Shares without prior notice and without extending the tender
period. See Section 1 for information regarding proration and conditional
tenders and Section 3 for information concerning withdrawals. Stockholders are
urged to consult their tax advisors with respect to the effects of proration or
an increase in the number of Shares purchased by the Company and with respect to
the advisability of making a conditional tender or a withdrawal of Shares.
A stockholder will be considered as having received a payment
for Shares tendered pursuant to the Offer at the time a payment is received by
the Depositary as agent for the stockholder.
In general, any income which is treated as a dividend received
by a domestic corporation pursuant to the rules described above will be eligible
for certain percentage dividends-received deductions under Section 243 of the
Code, subject to applicable limitations, including those relating to
"debt-financed portfolio stock" under Section 246A of the Code and the 46-day
holding period requirement of Section 246 of the Code. Any amount treated as a
dividend to a corporate stockholder may constitute an "extraordinary dividend"
subject to the provisions of Section 1059 of the Code. Under Section 1059 of the
Code, a corporate stockholder must reduce the tax basis of its stock (but not
below zero) by the portion of any "extraordinary dividend" which is deducted
under the dividends received deduction and, if such portion exceeds the
stockholder's tax basis for the stock, must treat any such excess as additional
gain on the subsequent sale or other disposition of such shares. Except as may
otherwise be provided in regulations in the case of any redemption of stock
which is not pro rata as to all stockholders, any amount treated as a dividend
under the rules of Section 302 is treated as an extraordinary dividend
regardless of the stockholder's holding period or the amount of the dividend.
Corporate stockholders should consult their own tax advisors particularly as to
the application of Section 1059 to the Offer.
The Depositary will be required to withhold 31% of the gross
proceeds paid to a stockholder or other payee pursuant to the Offer unless
either (a) the stockholder provides the stockholder's taxpayer identification
number and certifies under penalties of perjury that such number is correct; (b)
the stockholder certifies that he is awaiting a taxpayer identification number;
or (c) an exception applies under applicable law and regulations. Therefore,
unless such an exception exists and is proved in a manner satisfactory to the
Company and the Depositary, each tendering stockholder should complete and sign
the Substitute Form W-9 included in the Letter of Transmittal, so as to provide
the information and certification necessary to avoid backup withholding.
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, at any time or from
time to time before the Expiration Date, 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 and not
accepted for payment or withdrawn will remain subject to the Offer and may be
accepted for payment by the Company.
The Company also expressly reserves the right, in its sole
discretion, (i) to delay payment for any Shares not theretofore paid for, or to
terminate the Offer and not to accept for payment or pay for any Shares not
theretofore accepted for payment upon the occurrence of any of the conditions
specified in Section 5, or (ii) 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 pursuant to the Offer. The Company confirms that its
reservation of the right to delay payment for Shares which it has accepted for
payment is limited by Rule 13e-(f)(5) under the Exchange Act, which requires
that an issuer pay the consideration offered or return the tendered securities
promptly after the termination or withdrawal of a tender offer.
Any such extension, delay, termination or amendment will be
followed as promptly as practicable by a public announcement thereof. Without
limiting the manner in which the Company may choose to make any public
announcement, except as provided by applicable law (including Rule 13e-4(e)(2)
of the Exchange Act), 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.
-20-
<PAGE>
If the Company makes a material change in 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) under the Exchange Act, which require 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 upon the facts and circumstances, including the relative materiality of
such terms or information. The Company confirms that its reservation of the
right to delay payment for Shares which it has accepted for payment is limited
by Rule 13e-4(f)(5) under the Exchange Act, which requires that an issuer pay
the consideration offered or return the tendered securities promptly after the
termination or withdrawal of a tender offer. 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 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.
15. FEES AND EXPENSES
The Company has retained Innisfree M & A Incorporated to act
as Information Agent and Continental Stock Transfer & Trust Company to act as
Depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telex, telegraph and personal interviews
and may request brokers, dealers and other nominee stockholders to forward
materials relating to the Offer to beneficial owners. Neither the Information
Agent nor the Depositary will make solicitations or recommendations in
connection with the Offer. The Information Agent and the Depositary will each
receive reasonable and customary compensation for their respective services,
will be reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection with the
Offer, including certain liabilities under the Federal securities laws.
The Company will not pay any fees or commissions to any broker
or dealer or any other person (other than the Information Agent and the
Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers,
dealers, commercial banks and trust companies will, upon request, be reimbursed
by the Company for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers.
16. MISCELLANEOUS
The Company is subject to the information 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 certain information, as of particular dates, concerning
the Company's directors and officers, their compensation, stock options granted
to them, the principal holders 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 with the Commission.
Such material and other information may be inspected at the public reference
facilities maintained by the Commission at Judiciary Plaza, 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: Northeast Regional
Office, 7 Trade Center, Suite 1300, New York, New York 10048 and Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained by mail, upon payment of the
Commission's customary charges, by writing to the principal office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material also should
be available for inspection at the Nasdaq- AMEX Market Group, 9801 Washingtonian
Blvd., Gaithersburg, MD 20878.
-21-
<PAGE>
The Company will not accept tenders by or on behalf of holders
of Shares in any jurisdiction, foreign or domestic, in which the acceptance
thereof would not be in compliance with the laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or the
acceptance for payment of Shares in connection therewith 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 would not be in compliance with
such laws, the Company will make a good faith effort to comply with such laws or
seek to have such laws declared inapplicable to the Offer. If after such good
faith effort the Company cannot comply with such laws, the Offer will not be
made to, nor will tenders be accepted from or on behalf of, holders of Shares in
any such jurisdictions. In those jurisdictions whose laws require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Company by one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
UNITED CAPITAL CORP.
/s/ A. F Petrocelli
---------------------------------------
By: A. F. Petrocelli
Chairman, President and
Chief Executive Officer
August 12, 1999
-22-
<PAGE>
Manually signed photocopies of the Letter of Transmittal will
be accepted from Eligible Institutions. The Letter of Transmittal and
certificates for Shares and any other required documents should be sent or
delivered by each shareholder or his or her broker, dealer, commercial bank,
trust company or nominee to the Depositary at one of its addresses set forth
below.
The Depositary for the Offer is:
Continental Stock Transfer & Trust Company
By Mail or Overnight Delivery: By Hand:
2 Broadway 2 Broadway
New York, New York 10004 New York, New York 10004
Att: William Seegraber Attn: William Seegraber
By Facsimile Transmission:
(212) 509-5152
Confirm by Telephone:
(212) 509-4000
Any questions or requests for assistance or 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
locations listed below. Shareholders may also contact their local broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll Free:
(888) 750-5834
Banks and Brokerage Firms, please call collect:
(212) 750-5833
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
UNITED CAPITAL CORP.
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 12, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON SEPTEMBER 30, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary is:
Continental Stock Transfer & Trust Company
By Hand: 2 Broadway
New York, NY 10004
Attn: William Seegraber
By Overnight Courier: 2 Broadway
New York, NY 10004
Attn: William Seegraber
By Mail: 2 Broadway
New York, NY 10004
Attn: William Seegraber
By Facsimile: (212) 509-5152
Confirm by telephone: (212) 509-4000
Delivery of this instrument to an address other than as set forth above will not
constitute a valid delivery.
-----------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
-----------------------------------------------------------------
NAME(S) AND ADDRESS(ES)
OF REGISTERED OWNER(S) ________________________________
________________________________
________________________________
(PLEASE FILL IN EXACTLY
AS NAME(S) APPEAR(S)
ON CERTIFICATE(S))
<PAGE>
Tendered Certificates
(Attach signed additional List if Necessary)
Number of
Number of Shares
Certificate Number(s)* Shares Tendered**
Total Shares Tendered
* DOES NOT need to be completed if Shares are tendered by book-entry
transfer.
** If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number of
shares you wish to tender. Otherwise, all Shares evidenced by such
certificate will be deemed to have been tendered. See Instruction 4
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN THAT
LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
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
"Book-Entry Transfer Facilities") pursuant to Section 2 of the Offer to
Purchase.
Stockholders whose certificates are not immediately available
or who cannot deliver their certificates for Shares and all other documents
which this Letter of Transmittal requires to the Depositary by 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 2 of the
Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
-2-
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering
Institution:_________________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
DTC / /
Account Number:
- ------------------------------------------------------------
Transaction Code Number:
- ------------------------------------------------------------
/ / CHECK HERE IF CERTIFICATES FOR 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 which Guaranteed
Delivery:____________________________________________________
Check Box of Applicable Book-Entry Transfer Facility and give Account Number if
Delivered by Book-Entry Transfer:
DTC / /
Account
Number:______________________________________________________
-3-
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to United Capital Corp. , a
Delaware corporation (the "Company"), the above-described shares (the "Shares")
of the Company's Common Stock, $0.10 par value per share (the "Common Stock"),
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
Company's Offer to Purchase dated August 12, 1999, receipt of which is hereby
acknowledged and any supplements or amendments thereto (the "Offer to
Purchase"), and in this Letter of Transmittal (which, together with the Offer to
Purchase, constitute the "Offer"). Please note that if you hold shares of Common
Stock of Metex Corporation ("Metex Shares"), the Company's records have been
adjusted to reflect the fact that such Metex Shares are exchangeable into Shares
on the basis of 1.538 Shares for each one (1) Metex Share (the "Metex Exchange
Rate"). Based on the Metex Exchange Rate, Metex Shares will be accepted as part
of the Offer to Purchase. Accordingly, to the extent that you hold Metex Shares,
any reference to your ownership of Shares has been adjusted to reflect the Metex
Exchange Rate.
Subject to and effective upon acceptance for payment of the
Shares tendered hereby in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all rights, 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 and hereby irrevocably constitutes and appoints
the Depositary as 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 hereinafter defined);
(b) present certificates for such Shares for cancellation and
transfer on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned has a net long position in Shares at least
equal to the Shares being tendered and has full power and authority to validly
tender, sell, assign and transfer the Shares tendered hereby;
(b) when and to the extent the Company accepts the Shares for
payment, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements, restrictions or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse claim;
(c) 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
(d) the undersigned has read and agrees to all of the terms of
this Offer.
The names and addresses of the registered owners should be
printed, if they are not already printed above, as they appear on the
certificates representing Shares tendered hereby. The 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.
The undersigned understands that the Company will determine a
single per Share price (not in excess of $17.50 nor less than $15 per Share)
that it will pay for the Shares validly tendered and not withdrawn pursuant to
the Offer (the "Purchase Price"), taking into account the number of Shares so
tendered and the prices specified by tendering shareholders. The undersigned
understands that the Company will select the Purchase Price that will allow it
to buy up to 500,000 Shares pursuant to the Offer, and that 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 its proration provisions, and
that the
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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 not purchased because they were conditionally
tendered.
The undersigned recognizes that under certain circumstances
set forth in the Offer to Purchase, the Company may terminate or amend the Offer
or may not be required to purchase any of the Shares tendered hereby or may
accept for payment pro rata with Shares tendered by other shareholders, fewer
than all of the Shares tendered hereby. 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 does not accept for payment any of
the Shares represented by such certificates or tendered by such book-entry
transfer.
The undersigned understands that he may condition his tender
of Shares upon the acceptance by the Company of a designated number of Shares
tendered hereby, as described in Section 1 of the Offer to Purchase. Such a
conditional tender may be made by completing the box under the heading
"Conditional Tender." If such box is not completed, the tender will be deemed to
be unconditional.
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 indicated above unless otherwise indicated under the
Special Payment Instructions or the Special Delivery Instructions below.
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 representative, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
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<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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,
THERE IS NO PROPER TENDER OF SHARES.
[_] $15.00 [_] $16.125 [_] $17.125
[_] $15.125 [_] $16.25 [_] $17.25
[_] $15.25 [_] $16.375 [_] $17.375
[_] $15.375 [_] $16.50 [_] $17.50
[_] $15.50 [_] $16.625
[_] $15.625 [_] $16.75
[_] $15.75 [_] $16.875
[_] $15.875 [_] $17.00
[_] $16.00
IF PORTIONS OF SHARE HOLDINGS ARE BEING TENDERED AT DIFFERENT PRICES, USE A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED (SEE INSTRUCTION 5).
ODD LOTS (SEE INSTRUCTION 8).
To be completed ONLY if Shares are being tendered by or on behalf of a person
owning beneficially, on the date of tender, an aggregate of fewer than 100
Shares.
The undersigned either (check one box):
[_] is the beneficial owner, on the date of tender, 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, 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,
on the date of tender, of an aggregate of fewer than 100 Shares and is tendering
all of such Shares.
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<PAGE>
[_] CONDITIONAL TENDER
A tendering shareholder may condition his or her 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
Sections 1 and 2 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 shareholder's
responsibility to calculate such minimum number of Shares, and each shareholder
is urged to consult his own tax advisor. Unless this box has been completed and
a minimum specified, the tender will be deemed unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
_____________ Shares
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6 AND 9)
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6 AND 9)
To be completed ONLY if certificates for Shares not tendered or
not purchased and/or the check for the purchase price of Shares
price of to be issued in the name of someone other than the
undersigned.
Issue: [_] check; [_] certificate(s) to:
Name_____________________________________ (Please Print)
Address__________________________________
_________________________________________
(Include Zip Code)
(Tax Identification or Social Security No.)
(Complete Substitute Form W-9
below)
To be completed ONLY if certificates for Shares are
tendered or not purchased and/or the check for the
purchase price of Shares purchased is to be mailed to
someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Mail: [_]check: [_] certificate(s) to:
Name_____________________________________ Please Print)
Address__________________________________
_________________________________________
(Include Zip Code)
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<PAGE>
SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered owner(s) by certificate(s) and documents transmitted with this
Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary or representative capacity, please set forth the full title. See
Instruction 6.
- -------------------------------------------------
- -------------------------------------------------
Signature(s) of Owner(s)
Dated ______________, 1999
Name(s) (Please Print)
-----------------------------------------------------------------
Capacity__________________________________________________________
Address___________________________________________________________
Area Code and Telephone___________________________________________
Number__________________________________________________________
(Tax Identification or Social Security Number(s))
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<PAGE>
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 ____________, 1999
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INSTRUCTIONS
FORMING PART OF THE TERMS OF THE OFFER
1. Guarantee of Signature. No signature guarantee is required
if either (a) this Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this document, shall include any
participant in the Book- Entry Transfer Facilities 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 and
such owner has not completed either the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" above, or (b) such Shares are
tendered for the account of a financial institution that is a member of a
registered National Securities Exchange, a member of the Stock Transfer
Association's Approved Medallion Program (such as STAMP, SEMP or MSP) or a
commercial bank or trust company having an office, branch or agency in the
United States (each being referred to as 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 to be forwarded with it to the Depositary or if tenders are to
be made pursuant to the procedure for tender by book-entry transfer set forth in
Section 2 of the Offer to Purchase. 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 by a book-entry transfer,
together in each case with a properly completed and duly executed Letter of
Transmittal or facsimile thereof, 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 by
the Expiration Date (as defined in the Offer to Purchase).
Stockholders whose certificates are not immediately available
or who cannot deliver certificates for Shares and all other required documents
to the Depositary by the Expiration Date, or whose Shares cannot be delivered on
a timely basis pursuant to the procedure 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 of it) and by
otherwise complying with the guaranteed delivery procedure set forth in Section
2 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 and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after receipt by
the Depositary of such Notice of Guaranteed Delivery, all as provided in Section
2 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or mail to the Depositary
and must include a guarantee by an Eligible Institution in the form set forth in
such Notice. For Shares to be validly tendered pursuant to the guaranteed
delivery procedure, the Depositary must receive the Notice of Guaranteed
Delivery by the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING
SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
The Company will not purchase any fractional Shares, nor will
it accept any alternative, conditional or contingent tenders except as
specifically permitted by Sections 1 and 2 of the Offer to Purchase. All
tendering shareholders, by execution of this Letter of Transmittal (or a
facsimile of it), waive any right to receive any notice of the acceptance of
their tender.
3. Inadequate Space. If the space provided in the box
captioned "Description of Shares Tendered" is inadequate, the certificate
numbers and/or the number of Shares should be listed on a separate signed
schedule and attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to
shareholders 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
that 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 holder, unless otherwise specified in the "Special
Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as soon 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.
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5. Indication of Price at Which Shares Are Being Tendered. For
Shares to be properly tendered, the shareholder must check the box indicating
the price per Share at which he is tendering Shares under "Price (In Dollars)
Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal.
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. A shareholder wishing to tender
portions of his Share holdings at different prices must complete a separate
Letter of Transmittal for each price at which he wishes to tender each such
portion of his Shares. The same Shares cannot be tendered (unless previously
properly withdrawn as provided in Section 3 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 certificate without any change
whatsoever.
(b) If the Shares are registered in the names or 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 of it) 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).
Signature(s) 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 certificate(s) listed, 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 certificate, and signatures on such certificate(s) or stock power(s) 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 trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Company of their authority so to act.
7. Stock Transfer Taxes. Except as provided in this
Instruction, 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 (in the
circumstances permitted in the Offer) 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.
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.
8. Odd Lots. As described in Section 1 of the Offer to
Purchase, if the Company is to purchase less than all Shares tendered by the
Expiration Date and not withdrawn, the Shares purchased first will consist of
all Shares tendered by any shareholder who owns beneficially, on the date of
tender, an aggregate of fewer than 100 Shares and who tenders all of his Shares
at or below the Purchase Price. This preference will not be available unless the
box captioned "Odd Lots" is completed.
9. Special Payment and Delivery Instructions. If certificates
for Shares not tendered or not purchased and/or
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checks are to be issued in the name of a person other than the signer of the
Letter of Transmittal or if such certificates and/or checks are to be sent to
someone other than the signer of the Letter of Transmittal or to the signer at a
different address, the captioned boxes "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
10. Irregularities. The Company will determine, in its sole
discretion, all questions as to 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 determined by it not to be in
proper form or the acceptance of or payment for which may, in the opinion 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 Depositary, the
Information Agent 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 requests 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 Agent at the address
and telephone number set forth at the end of the Letter of Transmittal or from
your local broker, dealer, commercial bank or trust company.
12. Substitute Form W-9. Each tendering shareholder is
required to provide the Depositary with a correct taxpayer identification number
("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below. Failure to provide the information on the form may subject
the tendering shareholder to 31% federal income tax withholding on the payments
made to the shareholder or other payee with respect to Shares purchased pursuant
to the Offer. The box in Part 2 of the form may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 of the form is checked
and the Depositary is not provided with a TIN within sixty (60) days, the
Depositary will withhold 31% on all such payments thereafter until a TIN is
provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED
FACSIMILE OF IT (TOGETHER WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITORY ON OR BEFORE THE
EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are accepted
for payment is required by law to provide the Depositary with such shareholder's
correct TIN on Substitute Form W-9 below. If the Depositary is not provided with
the correct TIN, the Internal Revenue Service may subject the shareholder or
other payee to a $50 penalty. In addition, payments that are made to such
shareholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding.
Certain shareholders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, the shareholder 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 Depository is required to
withhold 31% of any such payments made to the shareholder 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on a payment made to a
shareholder or other payee with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of the shareholder's
correct TIN by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the TIN
(e.g., social security number or employer identification number) of the record
owner of the Shares. If the Shares are 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.
Payer's Name:
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PART 1--PLEASE PROVIDE YOUR TIN AND
CERTIFY BY SIGNING AND DATING BELOW
Social Security Number
---------------------------------
OR
Employer ID Number
--------------------------------
SUBSTITUTE FORM W-9
PART 2--CERTIFICATIONS--Under penalties of perjury, I (See instruction 12)
certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), (2) I am not
subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of
failure to report all interest or dividends or (c) the IRS has notified
me that I am no longer subject to backup withholding, and (3) all other
information provided on this form is true, correct and complete. [_]
--------------------------------------------------------------
PART 3- PART 4-
Awaiting TIN [_] For Payee Exempt from
Backup Withholding Exempt [_]
Please fill in your name and address below.
- ------------------------------------------
Name
- ------------------------------------------
Address (number and street)
- ------------------------------------------
City, State and Zip Code
Certificate Instructions -- You must cross out Item (2) in Part 2 above if you
have been notified by the IRS that you are currently subject to backup
withholding because of under reporting 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 stating that you are
no longer subject to backup withholding, do not cross out Item (2). If you are
exempt from backup withholding, check the box in Part 4 above.
SIGNATURE
- -----------------------------
DATE _________ , 1999
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE
BOX IN PART 2 OF SUBSTITUTE FORM W-9.
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<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center 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.
SIGNATURE
- ---------------------------------------
DATE ___________, 1999
The Information Agent is:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll Free
(888) 750-5834
Banks and Brokers call collect
(212) 750-5833
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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
UNITED CAPITAL CORP.
As set forth in Section 2 of the Offer to Purchase (as defined
below), this form or one substantially equivalent hereto must be used to tender
shares (the "Shares") pursuant to the Offer (as defined below) if certificates
for shares of Common Stock, $0.10 par value per share (the "Common Stock") of
the Company, are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
documents required by the Letter of Transmittal to reach the Depositary by the
Expiration Date (as defined in Section 1 of the Offer to Purchase). Such form
may be delivered by hand or transmitted by telegraph, telex, facsimile
transmission or letter to the Depositary. See Section 2 of the Offer to
Purchase.
To: Continental Stock Transfer & Trust Company
By Hand: By Overnight Courier: By Mail:
2 Broadway 2 Broadway 2 Broadway
New York, NY 10004 New York, NY 10004 New York, NY 10004
Attn: William Seegraber Attn: William Seegraber Attn: William Seegraber
By Facsimile: (212) 509-5152
Confirm Receipt of Information by telephone: (212) 509-4000
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to United Capital Corp., a
Delaware corporation, 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 August 12, 1999, (the "Offer to Purchase") and the related Letter
of Transmittal (which together constitute the "Offer"), receipt of which is
hereby acknowledged, the number of Shares indicated below pursuant to the
guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase.
Name(s) of Record
Holder(s):___________________________________________________
(Please type or print)
Address: _____________________________________________________
_____________________________________________________
Area Code and Tel. No.:____________________
SIGN HERE
Signature(s):_________________________________________________
Account
Number:_______________________________________________________
Number of
Shares:_______________________________________________________
Certificate Nos. (if
available):___________________________________________________
If Shares will be tendered by book-entry transfer, check one box:
[_] The Depository Trust Company
-2-
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY 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, THERE IS NO PROPER
TENDER OF SHARES.
[_] $15.00 [_] $16.125 [_] $17.125
[_] $15.125 [_] $16.25 [_] $17.25
[_] $15.25 [_] $16.375 [_] $17.375
[_] $15.375 [_] $16.50 [_] $17.50
[_] $15.50 [_] $16.625
[_] $15.625 [_] $16.75
[_] $15.75 [_] $16.875
[_] $15.875 [_] $17.00
[_] $16.00
[_] CONDITIONAL TENDER UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM
SPECIFIED THE TENDER WILL BE DEEMED UNCONDITIONAL (SEE SECTIONS 1 AND 2 OF THE
OFFER TO PURCHASE).
Minimum number of shares that must be purchased if any are purchased:
Shares _______________
ODD LOTS _______________
To be completed ONLY if Shares are being tendered by or on behalf of a person
owning beneficially an aggregate of fewer than 100 Shares on the date of tender.
The undersigned either (check one box):
[_] is the beneficial owner of an aggregate of fewer than 100 Shares on the date
of tender, all of which are being tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and (ii) believes, based upon representations made
to it by each such beneficial owner that such beneficial owner owns, on the date
of tender, an aggregate of fewer than 100 Shares and is tendering all of such
Shares.
-3-
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States, guarantees (a) that the above-named person(s) has a "net long
position" in the Shares tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (b) the
delivery to the Depositary, at one of its addresses set forth above, of the
certificate(s) representing the Shares tendered hereby, in proper form for
transfer, or to deliver to the Depositary such Shares pursuant to the procedure
for book-entry transfer, in either case with delivery of a properly completed
and duly executed Letter of Transmittal (or manually- signed facsimile thereof)
and any other required documents, all within three (3) New York Stock Exchange
trading days after the date hereof.
_____________________ _______________________________________
Name of Firm Authorized Signature
_____________________
Title
_____________________
Street Address
_____________________ _______________
City, State Zip Code
_______________________________
Name (Please type or print)
_________________________________________
Area Code and Tel. No.
Date _________________, 1999
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM
The Institution which 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 period shown herein.
Failure to do so could result in a financial loss to such Institution.
-4-
UNITED CAPITAL CORP.
OFFER TO PURCHASE FOR CASH UP TO
500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF
$17.50 NOR LESS THAN $15 PER SHARE
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August
12, 1999, and the related Letter of Transmittal (which together constitute the
"Offer"), in connection with the Offer by United Capital Corp., a Delaware
corporation (the "Company"), to purchase for cash up to 500,000 shares (the
"Shares") of its Common Stock, $0.10 par value per share (the "Common Stock"),
at a price (in multiples of $.125), not in excess of $17.50 nor less than $15
per Share, and on the terms and subject to the conditions of the Offer.
The Company will determine a single per Share price (not in excess of
$17.50 nor less than $15 per Share) that it will pay for the Shares properly
tendered pursuant to the Offer (the "Purchase Price") taking into account the
number of Shares so tendered and the prices specified by tendering shareholders.
The Company will purchase up to 500,000 Shares (or such lesser number of Shares
as are properly tendered at or below the Purchase Price) 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
proration terms thereof. The Company will return all other Shares, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration or conditional tenders. See Section 1 of the
Offer to Purchase.
We are the owner 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.
<PAGE>
We call your attention to the following:
1. You may tender Shares at prices (in multiples of $.125) not in
excess of $17.50 nor less than $15 per Share, as indicated in the attached
instruction form.
2. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain conditions. See Section 5 of
the Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire at
5:00 p.m., New York City time, on September 30, 1999, unless the Company extends
the Offer.
4. The Offer is for up to 500,000 Shares, constituting approximately 10
% of the Shares outstanding as of August 11, 1999.
5. Tendering shareholders will not be obligated to pay any brokerage
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.
6. If you own beneficially, on the date of tender, 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 before the expiration of the Offer and
check the box captioned "Odd Lots" in the attached instruction form, the Company
will accept all such Shares for purchase before proration, if any, of the
purchase of other Shares tendered at or below the Purchase Price.
7. If you are the beneficial owner of Shares that you do not want to be
subject to proration, if any, if purchased pursuant to the Offer, you may direct
us to tender such Shares on your behalf subject to the condition that at least a
designated minimum or none of such Shares be purchased, by completing the box
captioned "Conditional Tenders." It is the beneficial owner's responsibility to
determine the minimum number of Shares to be tendered. BENEFICIAL OWNERS SHOULD
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECTS OF PRORATION OF THE OFFER
AND THE ADVISABILITY OF DIRECTING US TO MAKE A CONDITIONAL OFFER.
8. Please instruct us clearly if you wish to tender some Shares at one
price and other Shares at another price. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instructions 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.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON SEPTEMBER 30, 1999, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if by the
Expiration Date a greater number of Shares are properly tendered at or below the
Purchase Price than the Company will accept for purchase, the Company will
accept Shares for purchase at the Purchase Price in the following order of
priority:
(a) first, all Shares properly tendered at or below the Purchase Price
by the Expiration Date by any shareholder who, on the date of tender,
beneficially owns an aggregate of fewer than 100 Shares and who:
(1) tenders all Shares beneficially owned by such shareholder at
or below the Purchase Price (partial tenders will not qualify
for this preference); and
-2-
<PAGE>
(2) instructs us to complete the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, the Notice of
Guaranteed Delivery;
(b) second, after purchase of all of the above Shares, all other Shares
properly and unconditionally tendered at or below the Purchase Price by the
Expiration Date on a pro rata basis (with adjustments to avoid purchases of
fractional Shares); and
(c) third, after purchase of all of the above Shares, Shares
conditionally tendered at or below the Purchase Price by the Expiration Date
selected by lot as is more fully described in the Offer to Purchase.
THE COMPANY IS NOT MAKING THE OFFER TO, NOR WILL ACCEPT TENDERS FROM OR
ON BEHALF OF, OWNERS OF SHARES IN ANY JURISDICTION IN WHICH THE OFFER OR ITS
ACCEPTANCE WOULD VIOLATE THE SECURITIES, BLUE SKY OR OTHER LAWS OF 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 IS BEING
MADE ON THE COMPANY'S BEHALF BY A REGISTERED BROKER OR DEALER LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
-3-
<PAGE>
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 500,000 SHARES OF COMMON STOCK
OF
UNITED CAPITAL CORP.
AT A PURCHASE PRICE NOT IN EXCESS OF
$17.50 NOR LESS THAN $15 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated August 12, 1999, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by United
Capital Corp., a Delaware corporation (the "Company"), to purchase for cash up
to 500,000 shares of its Common Stock, $0.10 par value per share (the "Common
Stock"), at a price (in multiples of $.125), not in excess of $17.50 nor less
than $15 per Share, on the terms and subject to the conditions of the Offer.
The Company will determine a single per Share price (not in excess of
$17.50 nor less than $15 per Share) that it will pay for the Shares properly
tendered pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering shareholders.
The Company will purchase up to 500,000 Shares (or such lesser number of Shares
as are properly tendered at or below the Purchase Price) pursuant to the Offer.
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 for
the account of the undersigned, at the price per Share indicated below, and
subject to the condition, if any, indicated in the box marked "Conditional
Tender," below, upon the terms of the Offer. The Company will return Shares
tendered at prices greater than the Purchase Price, Shares not purchased because
of proration and Shares not purchased because they were conditionally tendered.
Aggregate number of Shares to be tendered by you for us:***__________________
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX
[_] $15.00 [_] $16.125 [_] $17.125
[_] $15.125 [_] $16.25 [_] $17.25
[_] $15.25 [_] $16.375 [_] $17.375
[_] $15.375 [_] $16.50 [_] $17.50
[_] $15.50 [_] $16.625
[_] $15.625 [_] $16.75
[_] $15.75 [_] $16.875
[_] $15.875 [_] $17.00
[_] $16.00
-4-
<PAGE>
[_] CONDITIONAL TENDER
UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM SPECIFIED, THE TENDER WILL BE
DEEMED UNCONDITIONAL (SEE SECTIONS 1 AND 2 OF THE OFFER TO PURCHASE).
Minimum number of Shares that must be purchased if any are purchased:
_________ Shares
[_] ODD LOTS
By checking this box, the undersigned represents that the undersigned, as of the
date of tender, beneficially owns an aggregate of fewer than 100 Shares and is
instructing the holder to tender all such shares.
SIGNATURE BOX
Signature(s)____________________________________________________________________
Dated___________________________________________________________________________
Name(s) and Address(es) (Please Print)__________________________________________
Area Code and Telephone Number__________________________________________________
Taxpayer Identification or Social Security Number_______________________________
- -------
***Unless otherwise indicated, it will be assumed that all of the Shares held
for the account of the undersigned are to be tendered.
-5-
UNITED CAPITAL CORP.
August 12, 1999
Dear Stockholder:
United Capital Corp. is offering to purchase up to 500,000 shares (the
"Shares") of its Common Stock $.10 par value per Share (the "Common Stock"),
from its stockholders at a price not in excess of $17.50 nor less than $15 per
Share (the "Offer"). The Offer represents approximately 10% of the currently
outstanding Shares. The Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on September 30, 1999, unless the Offer is extended.
The Board of Directors has concluded that the purchase of Shares
pursuant to the Offer is a prudent use of the Company's financial resources. The
Offer provides stockholders who are considering the sale of all or a portion of
their Shares the opportunity to determine the price at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell such Shares for cash at a price equal to or in excess of current market
prices at the date the Offer was announced without the usual transaction costs
associated with market sales.
The Company is conducting the Offer through a procedure commonly
referred to as a "dutch auction," which allows you to select the price, within
the range of $15 to $17.50 per Share, at which you are willing to sell your
Shares to the Company. The Company will determine a single purchase price that
will allow it to purchase up to 500,000 Shares and that same price will be paid
for all Shares purchased in the Offer.
All Shares properly tendered at or below the purchase price so selected
will be purchased at such purchase price in cash, subject to the terms and
conditions of the Offer, including proration in the event more Shares are
tendered at or below such purchase price than will be purchased by the Company.
In the event of proration, the Company will accept all Shares properly tendered
at or below the purchase price by any stockholder who, on the date of tender,
beneficially holds fewer than 100 Shares and tenders all Shares owned. All
Shares not purchased pursuant to the Offer, including Shares tendered at prices
in excess of the purchase price and Shares not purchased because of proration or
conditional tenders, will be returned at the Company's expense.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. THE
COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. EACH STOCKHOLDER MUST MAKE
HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER
AND AT WHAT PRICE.
The Offer is explained in greater detail in the enclosed Offer to
Purchase and Letter of Transmittal. I encourage you to read these documents
carefully before making any decision with respect to the Offer. If you have any
questions or requests for assistance or for additional copies of the Offer to
Purchase and the Letter of Transmittal, you may call the Information Agent for
the Offer, Innisfree M&A Incorporated, toll free, at (888) 750-5834.
Very truly yours,
__________________________
A.F. Petrocelli
Chairman, President and
Chief Executive Officer
UNITED CAPITAL CORP.
OFFER TO PURCHASE FOR CASH
UP TO 500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF
$17.50 NOR LESS THAN $15 PER SHARE
August 12, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
United Capital Corp., a Delaware corporation (the "Company"), is making
an offer to purchase for cash up to 500,000 shares of its common stock, par
value $.10 per share (the "Shares"), at prices not in excess of $17.50 nor less
than $15 per Share and upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 12, 1999, and in the related Letter of
Transmittal (which together constitute the "Offer"). We enclose the materials
listed below relating to the Offer.
The Company will determine a single per Share price (not in excess of
$17.50 nor less than $15 per share) (the "Purchase Price"), that it will pay for
Shares validly tendered pursuant to the Offer taking into account the number of
Shares so tendered and the prices specified by tendering shareowners. The
Company will select the lowest Purchase Price that will allow it to purchase up
to 500,000 Shares (or such lesser number of Shares as are validly tendered and
not withdrawn) at prices not in excess of $17.50 nor less than $15 per Share
pursuant to the Offer. All Shares validly 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 proration and odd lot terms thereof. See Section 1 of the Offer to
Purchase.
If, prior to the Expiration Date, more than 500,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are validly
tendered and not withdrawn, the Company will, upon the terms and subject to the
conditions of the Offer, accept Shares for purchase first from Odd Lot Owners
(as defined in the Offer to Purchase) who validly tender all of their Shares at
or below the Purchase Price and then on a pro rata basis, if necessary, from all
other shareowners whose Shares are validly tendered at or below the Purchase
Price and not withdrawn.
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 the Offer.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name or your nominee, we are
enclosing the following documents.
1. Offer to Purchase, dated August 12, 1999.
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 August 12, 1999 from A.F. Petrocelli, Chairman
of the Board, President and Chief Executive Officer of the
Company, to the shareholders of the Company.
4. Letter of Transmittal for your use and for the information of
your clients (together with accompanying Substitute Form W-9
Guidelines).
<PAGE>
5. Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares are not immediately available or if
the procedure for book-entry transfer cannot be completed on a
timely basis.
6. Return envelope addressed to Continental Stock Transfer &
Trust Company, the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 30, 1999, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any other
persons for soliciting tenders of Shares pursuant to the Offer. The Company will
however, upon request, reimburse you for 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 on its purchase of
Shares, 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 and any other required documents should be sent
to the Depositary with either certificates(s) representing the tendered Shares,
or confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 2 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 broker or dealer which is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office, branch or agency in the United States
which is a member of one of the Stock Transfer Association's approved medallion
programs (such as Securities Transfer Agents Medallion Program). Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company), together
with a properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange, Inc. trading days after timely
receipt by the Depositary of a properly completed and duly executed Notice of
Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent, Innisfree M& A Incorporated, toll free, at
(888) 750-5834.
Very truly yours,
UNITED CAPITAL CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT FOR THE COMPANY, 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.
-2-
NEWS RELEASE NEWS RELEASE NEWS RELEASE
UNITED CAPITAL CORP. ANNOUNCES "DUTCH AUCTION"
SELF-TENDER OFFER TO REPURCHASE UP TO 500,000 SHARES
COMPANY CONTACT: Anthony J. Miceli
Chief Financial Officer
(516) 466-6464
FOR IMMEDIATE RELEASE
Great Neck, NY - August 12, 1999 - United Capital Corp. (ASE:AFP) today
announced that its Board of Directors has authorized a "Dutch Auction"
self-tender offer for up to 500,000 shares of its common stock or approximately
10% of its outstanding shares. The offer will expire at midnight, New York City
time, on September 30, 1999, unless the offer is extended. Under the terms of
the offer, the Company will invite shareholders to tender shares at prices
between $15 and $17.50 per share. Terms of the Dutch Auction tender offer are
described more fully in the Offer to Purchase and Letter of Transmittal,
pursuant to which the offer is being made.
In a Dutch Auction, the company sets a price range, and stockholders are given
an opportunity to specify prices within that range at which they are willing to
sell shares. After the expiration of the tender offer, the company determines a
single per share price that will enable it to purchase the stated amount of
shares, or such lesser number of shares as have been properly tendered. If the
tender offer is oversubscribed, shares validly tendered at or below the purchase
price will be subject to proration; however, in this instance United Capital
Corp. will not prorate shares tendered by any shareholder owning beneficially
fewer than 100 shares in the aggregate as of August 12, 1999 who continues to
beneficially own fewer than 100 shares at the expiration of the offer and who
tender all such shares in the offer. The tender offer is not conditioned on any
minimum number of shares being tendered.
United Capital Corp. expects to fund the offer with available cash resources.
Its common stock price closed at $14-7/8 on the American Stock Exchange on
August 11, 1999, the last full trading day on the AMEX prior to the announcement
of the offer.
United Capital Corp.'s Chairman, President and CEO, A.F. Petrocelli stated: "The
repurchase of our shares is clearly the best investment available to our company
at this time and is consistent with our long term goal of increasing shareholder
value."
Innisfree M&A Incorporated will act as information agent and Continental Stock
Transfer & Trust Co. will act as depositary agent for the offer. Any questions
or requests for assistance or
<PAGE>
for additional copies of the Offer to Purchase, the Letter of Transmittal or the
Notice of Guaranteed Delivery related to the offer, may be directed to the
information agent at (888) 750-5834. Shareholders may also contact their broker,
dealer, commercial bank or trust company for assistance concerning the offer.
Certain of the statements in this press release are not historical facts and are
"forward-looking statements" that involve risks and uncertainties, including
general economic conditions, competition, potential technological changes, and
potential changes in customer spending and purchasing policies and practices.
Although the Company believes that the assumptions could be inaccurate, and
statements contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this press release will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such informaiton should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved including the financial impact of this
transaction.
United Capital Corp. owns and manages real estate and through subsidiaries,
provides engineered products to industrial and automotive markets worldwide.
* * *
