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EXHIBIT (a)(4)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
Wynn's International, Inc.
at
$23.00 Net Per Share
by
WI Holding Inc.,
a wholly owned subsidiary of
Parker-Hannifin Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JULY 20, 2000, UNLESS THE OFFER IS EXTENDED.
June 22, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated June 22,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which
collectively, together with the Offer to Purchase and any amendments or
supplements thereto, constitute the "Offer") relating to the offer by WI
Holding Inc., a Delaware corporation ("Merger Sub") and a wholly owned
subsidiary of Parker-Hannifin Corporation, an Ohio corporation, to purchase
all outstanding shares of common stock, par value $0.01 per share, including
the associated preferred share purchase rights (the "Shares"), of Wynn's
International, Inc., a Delaware corporation (the "Company"), at a purchase
price of $23.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal enclosed herewith.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their
Share Certificates and all other required documents to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase), or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Shares according to the guaranteed delivery procedures set forth
in Section 3 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant
to the terms and conditions set forth in the Offer.
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Please note the following:
1. The tender price is $23.00 per Share net to you in cash without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has determined that each of the
Offer and the Merger (as defined in the Offer to Purchase) is fair to, and
in the best interests of, the stockholders of the Company, and recommends
that stockholders accept the Offer and tender their Shares pursuant to the
Offer.
4. The Offer is conditioned upon, among other things, there being validly
tendered prior to the expiration of the Offer and not properly withdrawn a
number of Shares that represents at least a majority of the total number of
outstanding Shares on a fully diluted basis. The Offer is also subject to
the conditions set forth in the Offer to Purchase. See the Introduction and
Sections 1, 13 and 14 of the Offer to Purchase.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes on the purchase of Shares by Merger
Sub pursuant to the Offer.
6. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, July 20, 2000, unless the Offer is extended.
7. Payment for Shares purchased pursuant to the Offer will in all cases
be made only after timely receipt by National City Bank (the "Depositary")
of (a) Share Certificates or timely confirmation of the book-entry transfer
of such Shares into the account maintained by the Depositary at the
Depositary Trust Company (the "Book-Entry Transfer Facility"), pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, (b) the
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase), in connection with a book-entry
delivery, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
stockholders at the same time depending upon when certificates for or
confirmations of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility are actually received by the
Depositary.
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 on the back page of this
letter. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the back page of this letter. An
envelope to return your instructions to us is enclosed.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER 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 the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, Merger Sub
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 is being made on
behalf of Merger Sub by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
of
WYNN'S INTERNATIONAL, INC.
by
WI HOLDING INC.,
a wholly owned subsidiary
of
PARKER-HANNIFIN CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated June 22, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which collectively, together with the Offer to Purchase
and any amendments or supplements thereto, constitute the "Offer") in
connection with the offer by WI Holding Inc., a Delaware corporation ("Merger
Sub") and a wholly owned subsidiary of Parker-Hannifin Corporation, an Ohio
corporation, to purchase all outstanding shares of common stock, par value
$0.01 per share, including the associated preferred share purchase rights (the
"Shares"), of Wynn's International, Inc., a Delaware corporation, at a
purchase price of $23.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase.
This will instruct you to tender to Merger Sub the number of Shares
indicated below that are held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Offer.
Number of Shares to Be Tendered: _______________________________________Shares*
Date: _____________________, 2000
* Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
SIGN HERE
Signature(s) __________________________________________________________________
_______________________________________________________________________________
(Print Names)
_______________________________________________________________________________
_______________________________________________________________________________
(Print Address(es))
_______________________________________________________________________________
_______________________________________________________________________________
(Zip Code)
_______________________________________________________________________________
(Area Code and Telephone Number(s))
_______________________________________________________________________________
(Taxpayer Identification or Social Security Number(s))
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