EXHIBIT (a)(1)(D)
[LOGO] MERRILL LYNCH 4 World Financial Center
New York, New York 10080
(212)236-3790 (call collect)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MICROTOUCH SYSTEMS, INC.
AT
$21.00 NET PER SHARE
BY
EQUINOX ACQUISITION, INC.,
A WHOLLY OWNED SUBSIDIARY OF
MINNESOTA MINING AND MANUFACTURING COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JANUARY 3, 2001, UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Banks,
Trust Companies and other Nominees
We have been engaged by Equinox Acquisition, Inc., a Massachusetts
corporation (the "Purchaser") and a wholly owned subsidiary of Minnesota Mining
and Manufacturing Company, a Delaware corporation ("Parent") to act as Dealer
Manager in connection with the Purchaser's offer to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Common Stock"),
including the associated preferred stock purchase rights (the "Rights" and
together with the Common Stock, the "Shares"), of MicroTouch Systems, Inc., a
Massachusetts corporation (the "Company"), at $21.00 per Share (the "Offer
Price"), net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
November 17, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Please furnish copies of the enclosed
materials to those of your clients for whom you hold Shares registered in your
name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated November 17, 2000;
2. Letter of Transmittal to be used by shareholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal may be used
to tender the Shares);
3. The Letter to Shareholders of the Company from the Chairman of the Board
and Chief Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold shares in your name or in the name of a nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to EquiServe, L.P., as Depositary.
The offer is conditioned upon, among other things, (a) there being validly
tendered and not validly withdrawn prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase) that number of shares that would represent
at least a majority of the fully diluted shares on the date of the purchase, and
(b) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, applicable to the purchase of shares pursuant to the Offer or
to the Merger and any other waiting periods under any other applicable material
competition, merger, control, antitrust or similar law or regulation shall have
expired or been terminated.
<PAGE>
We urge you to contact your clients promptly. Please note that the Offer
and withdrawal rights will expire at 12:00 midnight, New York City time, on
January 3, 2001, unless extended.
THE BOARD OF DIRECTORS OF THE COMPANY (AT A MEETING DULY CALLED AND HELD)
HAS (i) DETERMINED THAT THE MERGER AGREEMENT (AS DEFINED BELOW), THE OFFER AND
THE MERGER (AS DEFINED BELOW) ARE FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY AND THE COMPANY'S SHAREHOLDERS, (ii) APPROVED AND ADOPTED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING
THE OFFER AND THE MERGER, AND (iii) RESOLVED TO RECOMMEND THAT SHAREHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of November 13, 2000, among Parent, the Purchaser and the Company (the
"Merger Agreement") pursuant to which, as soon as practicable following the
consummation of the Offer and the satisfaction or waiver of certain conditions,
the Purchaser will be merged with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At
the effective time of the Merger, each outstanding Share (other than Shares
owned by Parent, the Purchaser or the Company or any subsidiary of Parent or the
Company or by shareholders, if any, who are entitled to and properly exercise
dissenters' rights under Massachusetts law) will be converted into the right to
receive the price per Share paid pursuant to the Offer in cash, without interest
thereon, as set forth in the Merger Agreement and described in the Offer to
Purchase. The Merger Agreement provides that the Purchaser may assign any or all
of its rights and obligations (including the right to purchase Shares in the
Offer) to Parent or any wholly owned subsidiary of Parent, but no such
assignment shall relieve the Purchaser of its obligations under the Merger
Agreement.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to such Shares, (b) a Letter of Transmittal (or a facsimile thereof),
properly completed, and duly executed, with any required signature guarantees,
or, in the case of a book-entry transfer effected pursuant to the procedure set
forth in Section 2 of the Offer to Purchase, an Agent's Message (as defined in
the Offer to Purchase), and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times
depending upon when certificates for Shares or Book-Entry Confirmations with
respect to Shares are actually received by the Depositary. Under no
circumstances will interest be paid on the purchase price of the Shares to be
paid by the Purchaser, regardless of any extension of the Offer or any delay in
making such payment.
None of Parent or the Purchaser will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager, the Information
Agent and the Depositary, as described in the Offer to Purchase) in connection
with the solicitation of tenders of Shares pursuant to the Offer. You will be
reimbursed by the Purchaser upon request for customary mailing and handling
expenses incurred by you in forwarding the enclosed Offering materials to your
customers.
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the enclosed
Offer to Purchase.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF PARENT, THE PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
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