MAIN STREET AND MAIN INCORPORATED
5050 North 40th Street, Suite 400
Phoenix, Arizona 85018
August _____, 2000
To: Securities Brokers, Dealers, Commercial Banks, Trust Companies, and Other
Nominees
This letter is being distributed to securities brokers, dealers, commercial
banks, trust companies, and other nominees in connection with the offering by
Main Street and Main Incorporated (the "Company") of an aggregate of 4,011,740
shares of the Company's common stock, par value $.001 per share ("Common
Stock"), at a subscription price of $2.375 per share of Common Stock (the
"Subscription Price"), pursuant to the exercise of non-transferable subscription
rights initially distributed on August _____, 2000 ("Subscription Rights"), to
all holders of record of shares of the Company's Common Stock as of the close of
business on July 31, 2000 (the "Record Date"). Each Subscription Right also
carries the right to oversubscribe at the Subscription Price for additional
shares of Common Stock, subject to proration if necessary. The Subscription
Rights are described in the enclosed prospectus and evidenced by a Subscription
Certificate registered in your name or in the name of your nominee.
Each beneficial owner of shares of Common Stock registered in your name or
the name of your nominee is entitled to one Subscription Right for each 2.5
shares of Common Stock owned by such beneficial owner on the record date.
Stockholders will not receive fractional Subscription Rights, but instead
Subscription Rights will be rounded down to the nearest full Subscription Right.
We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Subscription Rights.
Enclosed are copies of the following documents:
1. Prospectus;
2. Instructions for Use of Main Street and Main Incorporated Subscription
Certificates;
3. Form of Letter from Brokers or Other Nominees to Beneficial Owners;
4. Instructions by Beneficial Owners to Brokers or Other Nominees;
5. Form of Notice of Guaranteed Delivery; and
6. Return envelope addressed to Computershare Trust Company, Inc.
(formerly American Securities Transfer & Trust, Inc.), as Subscription
Agent.
Your prompt action is requested. The Subscription Rights will expire at
5:00 P.M., Mountain Daylight Savings Time, on September 20, 2000 (as it may be
extended, the "Expiration Date").
To exercise Subscription Rights, properly completed and executed
Subscription Certificates and payment in full for all Subscription Rights
exercised must be delivered to the Subscription Agent as indicated in the
prospectus prior to the Expiration Date, unless the guaranteed delivery
procedures described in the prospectus are followed.
Additional copies of the enclosed materials may be obtained by contacting
John Harmann at Computershare Trust Company, Inc., at (303) 986-5400 (tel),
(303) 986-2444 (fax), or at [email protected].
Sincerely,
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Bart A. Brown, Jr., President and CEO
