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EXHIBIT (a)(3)
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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by WI Holding Inc., a Delaware corporation ("Merger
Sub"), and Parker-Hannifin Corporation, an Ohio corporation ("Purchaser"), to
act as Information Agent in connection with Merger Sub's offer 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, 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").
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF
OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE. 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.
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Enclosed for your information and forwarding to your clients are copies of
the following documents:
1. The Offer to Purchase, dated June 22, 2000.
2. The Letter of Transmittal for your use to tender Shares and for the
information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. A printed form of letter 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.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if certificates for Shares ("Share Certificates") and all other
required documents are not immediately available or cannot be delivered
to National City Bank (the "Depositary") by the Expiration Date (as
defined in the Offer to Purchase) or if the procedure for book-entry
transfer cannot be completed by the Expiration Date.
5. A Letter to Stockholders 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.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT 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.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and 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 any other required documents should be sent to the Depositary
and either Share Certificates representing the tendered Shares should be
delivered to the Depositary, or Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents on or prior to
the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Merger Sub will not pay any commissions or fees to any broker, dealer or
other person (other than the Dealer Manager and the Information Agent as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant
to the Offer. Merger Sub will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients. Merger Sub will pay or cause to be
paid any stock transfer taxes payable on the transfer of Shares to it, except
as otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed material may be obtained from, the
undersigned.
Very truly yours,
MORGAN STANLEY & CO.
Incorporated
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, MERGER SUB, THE COMPANY, THE
DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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