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OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
NATIONAL-STANDARD COMPANY
AT
$1.00 NET PER SHARE
BY
NS ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON AUGUST 4, 2000, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated July 10,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by NS Acquisition Corp., a Delaware corporation
("Purchaser"), to purchase any and all outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of National-Standard Company, an Indiana
corporation (the "Company"), at a price of $1.00 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer. The Offer is being made in connection with the Agreement and
Plan of Merger, dated as of June 26, 2000 (the "Merger Agreement"), between
Purchaser, Heico Holding, Inc., a Delaware corporation and the parent of
Purchaser ("Parent"), and the Company. The Purchaser was formed by Parent for
the purpose of completing the Offer and the Merger. This material is being
forwarded to you as the beneficial owner of Shares held by us in your account
but not registered in your name.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD
BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender any or all of the Shares held by us for your account pursuant to the
terms and conditions set forth in the Offer.
Please note the following:
1. The offer price is $1.00 per Share, net to the seller in cash,
without interest.
2. The Offer is conditioned upon, among other things, satisfaction or
waiver by Purchaser of the following conditions: (i) the Company shall have
performed in all material respects all of its obligations under the Merger
Agreement required to be performed by it at or prior to the scheduled or
extended expiration of the Offer; (ii) the representations and warranties of
the Company contained in the Merger Agreement shall be true and correct in
all material respects; (iii) there shall not have been instituted or pending
any action or proceeding by any governmental authority seeking to restrain,
prohibit or otherwise interfere with the Offer or the Merger; (iv) there
shall not have been any statute, rule, regulation, injunction, order or
decree, enacted, enforced, promulgated, entered, issued or deemed applicable
to the Offer or the Merger; (v) since the date of the Merger Agreement,
there shall not have occurred a material adverse effect with respect to the
Company, and there shall not have occurred a change or event which would
reasonably be expected to have a material adverse effect on the Company;
(vi) the consent and waiver of Foothill Capital Corporation with respect to
the Offer and the Merger and the termination of the Company warrant issued
to Foothill Capital Corporation shall have been obtained at the expiration
of the Offer; (vii) there shall not have been a subsequent development
(including any settlement or final settlement offer from counsel for the
plaintiffs) in any action or proceeding pending on the date of the Merger
Agreement and there shall
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not have been instituted any action or proceeding subsequent to the date of
the Merger Agreement that would have certain specified adverse effects on
the Company, the Offer or the Merger; (viii) the Company shall not have
filed for, admitted or consented to bankruptcy or insolvency or been
adjudicated bankrupt or insolvent or become unable to conduct its business,
taken as a whole, substantially as currently conducted; (ix) the Merger
Agreement shall not have been terminated in accordance with its terms; and
(x) there shall have been validly tendered and not withdrawn at the
expiration of the Offer, a number of shares of Common Stock equal to at
least a majority of the then outstanding shares of Common Stock. The Offer
is also subject to other terms and conditions set forth in the Offer to
Purchase.
3. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required, unless an exemption is available or unless the required
taxpayer identification information is provided. See "Important Tax
Information" of the Letter of Transmittal.
4. The Company's Board of Directors, by unanimous vote of all members
present at a meeting duly called and held on June 26, 2000, has
(i) determined that the Merger Agreement and the transactions contemplated
thereby (including the Offer and the Merger) are advisable, fair to and in
the best interests of the Company's stakeholders, including shareholders,
(ii) approved and adopted the Merger Agreement and the transactions
contemplated thereby (including the Offer and the Merger), and
(iii) resolved to recommend that the Company shareholders accept the Offer
and vote for the approval and adoption of the Merger Agreement and the
Merger.
5. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by EquiServe Trust Company (the "Depositary") of
(a) certificates for Shares pursuant to the procedures set forth under
"Procedures for Tendering Shares" of the Offer to Purchase or a timely
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect
to such Shares, (b) a properly completed and duly executed Letter of
Transmittal with any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery
of Shares, and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering stockholders may be paid at different
times depending upon when certificates for Shares or Book-Entry
Confirmations are actually received by the Depositary.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON AUGUST 4, 2000, UNLESS THE OFFER IS EXTENDED.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth below. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. An envelope to return your instruction to us is enclosed.
PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE
TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares residing in any jurisdiction in which the making of
the Offer or acceptance thereof would not be in compliance with the securities
laws of such jurisdiction. However, Purchaser may, in its discretion, take such
action as it may deem necessary to make the Offer in any jurisdiction and extend
the Offer to holders of Shares in such jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
NATIONAL-STANDARD COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated July 10, 2000, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by NS Acquisition Corp., a Delaware
corporation ("Purchaser"), to purchase any and all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of National-Standard Company, an
Indiana corporation (the "Company"), at a price of $1.00 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer. The Offer is being made in connection with
the Agreement and Plan of Merger dated as of June 26, 2000, between Purchaser,
Heico Holding, Inc., a Delaware corporation and the parent of Purchaser
("Parent"), and the Company. The Purchaser was formed by Parent for the purpose
of completing the Offer and the Merger.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
<TABLE>
<S> <C>
Number of Shares to be Tendered:*
--------------------------------------------
Signature
Account Number:
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Print Name
Date:
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Print Address
--------------------------------------------
Area Code and Telephone
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Taxpayer I.D.
</TABLE>
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
