SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
RIDE, INC.
----------
(Name of Subject Company)
MINOTAUR CAPITAL, INC.
----------------------
(Bidder)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
765689104
(CUSIP Number of Class of Securities)
------------------------
DAVID J. FEINGOLD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MINOTAUR CAPITAL, INC.
3300 PGA BOULEVARD
GARDENS PLAZA OFFICE TOWER
SUITE 410
PALM BEACH GARDENS, FL 33410
(561) 630-6727
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
ROBERT CRITTON, ESQ.
BURMAN, CRITTON & LUTTIER
712 US HIGHWAY ONE
SUITE 300
NORTH PALM BEACH, FL 33408
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE: TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- -------------------------- ---------------------- ----------------------
<S> <C> <C>
$9,074,698.30 $1,814.93
</TABLE>
<PAGE>
* For the purpose of calculating the filing fee only, this amount assumes the
purchase of 7,259,758 shares of Common Stock, no par value per share, of RIDE,
INC. (the "Company") Such number of shares consists of fifty one percent of the
Common Stock shares issued and outstanding as of February 8, 1999 (according to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1998 and reported as of February 8, 1999)
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of 1% of the
value of the shares to be purchased.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<CAPTION>
Amount Previously
Paid: Not applicable. Filing Party: Not applicable.
<S> <C> <C> <C>
Form or Registration
No.: Not applicable. Date Filed: Not applicable.
</TABLE>
<PAGE>
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SCHEDULE 14D-1
CUSIP NO. 765689104
- --------------------------------------------------------------------------------
(1) Name of reporting persons: MINOTAUR CAPITAL, INC.
I.R.S. Identification No. of above person (entities only): APPLIED FOR
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions):
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions): AF,OO
- --------------------------------------------------------------------------------
(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization: Florida
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person: 75,000 shares
of common stock as of 4/1/99
- --------------------------------------------------------------------------------
(8) Check box if the aggregate amount in Row (7) excludes certain shares (see
instructions):
/ /
- --------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7): .5%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions): CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
TENDER OFFER
This Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") relates
to a tender offer by MINOTAUR CAPITAL, INC., a Florida corporation ("Purchaser")
to purchase fifty one percent (51%) of all outstanding shares of common stock,
no par value per share (the "Company Common Stock"), of RIDE, INC., a Washington
corporation (the "Company"), for a purchase price of $1.25 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 April 6, 1999 (the "Offer to
Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal"
which, together with the Offer to Purchase, as each may be amended and
supplemented from time to time, constitute the "Offer"), and is intended to
satisfy the reporting requirements of Section 14(d) of the Securities Exchange
Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter
of Transmittal are filed with this Schedule 14D-1 as Exhibits (a)(1), and (a)(2)
hereto, respectively.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is RIDE, INC., a Washington corporation,
which has its principal executive and operating offices at 8160 304th Avenue
Southeast, Preston, Washington 98050.
(b) The title of the securities which are the subject of the Offer is the
Company's Common Stock, no par value per share, (the "Shares"), and the Offer is
for fifty one percent of the outstanding Shares at a price of $1.25 per Share,
net to the seller in cash in the form of a balloon payment from a promissory
note, without interest thereon. The information set forth in the "INTRODUCTION"
to the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 to the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The information set forth in the "INTRODUCTION" to the Offer
to Purchase, in Section 8 to the Offer to Purchase and in Schedule I to the
Offer to Purchase is incorporated herein by reference.
(e)-(f) During the last five (5) years, the Purchaser nor, to the best of
knowledge of Purchaser, any executive officer or director of Purchaser has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or, prohibiting or mandating activities subject to Federal or
state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the "INTRODUCTION" to the Offer to
Purchase and in Sections 8, 10 and 11 of the Offer to Purchase is incorporated
herein by reference.
1
<PAGE>
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in Section 9 to the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in the "INTRODUCTION" to the Offer to
Purchase and in Sections 11 and 13 to the Offer to Purchase is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the "INTRODUCTION" to the Offer to
Purchase, in Section 8 to the Offer to Purchase and Schedule II to the Offer to
Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the "INTRODUCTION" to the Offer to Purchase and
in Sections 8 and 10 to the Offer to Purchase is incorporated herein by
reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "INTRODUCTION" to the Offer to Purchase and
in Section 16 to the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 8 to the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(c) The information set forth in Section 15 to the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth in Section 12 to the Offer to Purchase is
incorporated herein by reference.
(e) The information set forth in the "INTRODUCTION" to the Offer to Purchase
and Sections 10 and 17 to the Offer to Purchase is incorporated herein by
reference. See Exhibit (g).
(f) The information set forth in the entire Offer to Purchase and the Letter
of Transmittal, copies of which are filed with this Schedule 14D-1 as Exhibits
(a)(1) and (a)(2), respectively, is incorporated herein by reference.
2
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C> <C>
(a)(1) -- Offer to Purchase.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(6) -- Form Promissory Note to be issued by Minotaur Capital, Inc. to shareholders accepting tender offer
(a)(7) -- Press Release by Minotaur Capital, Inc., April 6, 1999
(a)(8) -- Summary Advertisement, dated April 6, 1999.
</TABLE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: April 6, 1999 MINOTAUR CAPITAL, INC.
By: /s/ David J. Feingold
-------------------------------------
Name: David J. Feingold
Title: President and Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
1(a) -- Offer to Purchase.
1(b) -- Letter of Transmittal.
1(c) -- Notice of Guaranteed Delivery.
1(d) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
1(e) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
1(f) -- Form promissory note to be issued by Minotaur Capital, Inc. to shareholders accepting tender offer
1(g) -- Press Release by Minotaur Capital, Inc., April 6, 1999
1(h) -- Summary Advertisement, dated April 6, 1999.
</TABLE>
OFFER TO PURCHASE FOR
FIFTY ONE PERCENT OF ALL OUTSTANDING SHARES OF COMMON STOCK
OF
RIDE, INC.
AT
$1.25 NET PER SHARE
BY
MINOTAUR CAPITAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 30, 1999 UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE (THE "COMPANY COMMON STOCK" OR
THE "SHARES")OF RIDE, INC. (THE "COMPANY"), WHICH, TOGETHER WITH THE SHARES
OWNED BY MINOTAUR CAPITAL, INC. ("PURCHASER"), WOULD REPRESENT FIFTY ONE PERCENT
OF THE OUTSTANDING SHARES ON THE DATE OF PURCHASE, (2) PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT, AFTER CONSUMMATION OF THE OFFER, THE
PROVISIONS OF ANY APPLICABLE CORPORATION LAW WOULD NOT PROHIBIT FOR ANY PERIOD
OF TIME, OR IMPOSE ANY VOTING REQUIREMENT IN EXCESS OF MAJORITY STOCKHOLDER
APPROVAL WITH RESPECT TO THE PURCHASE OF THE SHARES (3) THE EXPIRATION OR
TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER ANY FEDERAL OR STATE LAWS.
THIS OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS WHICH ARE CONTAINED IN
THIS OFFER TO PURCHASE. SEE "SECTION 14. CERTAIN CONDITIONS OF THE OFFER."
THE OFFER IS CONDITIONED ON PURCHASER OBTAINING FINANCING
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (1) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and mail or deliver it, together with the certificate(s) evidencing
tendered Shares and, any other required documents, to the Depository (as defined
herein) or tender such Shares pursuant to the procedures for book-entry transfer
set forth in "Section 3. Procedure for Tendering Shares" or (2) request such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such stockholder. Any stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if such stockholder desires to tender such Shares.
A stockholder who desires to tender Shares and whose certificates evidencing
such Shares are not immediately available, or who cannot comply with the
procedure for book-entry transfer on a timely basis, may tender such Shares by
following the procedure for guaranteed delivery set forth in "Section 3.
Procedure for Tendering Shares."
Questions or requests for assistance may be directed to the Purchaser at
at the respective address and telephone number set forth in this Offer to
Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal
and the Notice of Guaranteed Delivery may also be obtained from brokers,
dealers, commercial banks or trust companies.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<C> <S> <C>
INTRODUCTION.............................................................................. 1
THE TENDER OFFER.......................................................................... 4
1. Terms of the Offer............................................................. 4
2. Acceptance for Payment and Payment for Shares ................................. 6
3. Procedure for Tendering Shares................................................. 7
4. Withdrawal Rights.............................................................. 10
5. Certain United States Federal Income Tax Consequences.......................... 11
6. Price Range of Shares.......................................................... 12
7. Certain Information Concerning the Company..................................... 12
8. Certain Information Concerning Parent and Purchaser............................ 14
9. Source and Amount of Funds..................................................... 15
10. Background of the Offer........................................................ 15
11. Purpose of the Offer; Plans for the Company.................................... 16
12. Dividends and Distributions.................................................... 16
13. Effect of the Offer on the Market for the Shares............................... 17
14. Certain Conditions of the Offer................................................ 18
15. Certain Regulatory and Legal Matters........................................... 22
16. Fees and Expenses.............................................................. 23
17. Legal Proceedings.............................................................. 23
18. Miscellaneous.................................................................. 24
SCHEDULE I--Directors and Executive Officers of Purchaser................................. I-1
SCHEDULE II--Transactions in Shares....................................................... II-1
</TABLE>
i
<PAGE>
To the Holders of Common Stock of RIDE, INC.:
INTRODUCTION
MINOTAUR CAPITAL, INC. a Florida corporation ("Purchaser"),hereby offers to
purchase fifty one percent of the outstanding shares of common stock, no par
value (the "Company Common Stock" or the "Shares"), of RIDE, INC.,a Washington
corporation (the "Company")for a price of $1.25 per Share, net to the seller in
cash via a balloon payment secured by a promissory note due and payable within
one year of the Expiration Date , without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in this Offer to Purchase
(the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter
of Transmittal," which, together with the Offer to Purchase, as each may be
amended and supplemented from time to time, constitute the "Offer").
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 with respect to the purchase of Shares by
Purchaser pursuant to the Offer. Purchaser will pay all charges and expenses of
any dealer manager for the Offer, BT Alex Brown (the "Depository") and any
information agent retained by Purchaser in connection with the Offer. See
"Section 16. Fees and Expenses."
PURPOSE
The purpose of the Offer (as defined below) is to acquire control of and
influence decisions of the Company. It is believed that the Company has
favorable prospects for future success and the Purchaser desires to obtain
control of the Company in order to influence future business decisions of the
Company to assist in the growth of the Company. See "Section 11. Purpose of the
Offer; Plans for the Company."
PURCHASER BELIEVES THAT BY TENDERING SHARES IN THE OFFER, THE COMPANY'S
STOCKHOLDERS EFFECTIVELY WILL EXPRESS TO THE COMPANY BOARD THAT THEY WISH TO BE
ABLE TO ACCEPT THE OFFER.
Purchaser stands ready to negotiate with the Company with respect to
Purchaser's offer to acquire control of the Company (the "Proposed
Acquisition"). See "Section 10. Background of the Offer." Accordingly, Purchaser
reserves the right to amend the Offer (including amending the number of Shares
to be purchased and the Offer Price) at any time, including upon Purchaser
entering into an agreement with the Company
1
<PAGE>
AGENT AND PROXY SOLICITATION
On April 6, 1999, Purchaser offered to acquire fifty one percent of all of
the outstanding Shares for $1.25 in cash per Share payable as a balloon payment
to a promissory note due one year from the Expiration Date. If the Company is
unwilling to accept the offer or enter good faith negotiations with the
Purchaser then the Purchaser may pursue the filing of preliminary agent
designation materials with the Securities and Exchange Commission (the
"Commission"), which, in definitive form, would be mailed to stockholders of the
Company upon the completion of review by the staff of the Commission and receipt
from the Company of a current stockholder list. The solicitation would be
anticipated to (the "Solicitation") request agent designations ("Agent
Designations") to provide for the call of a special meeting of the Company's
stockholders (the "Special Meeting"), in order to, among other things, make
changes to the Board of Directors of the Company (the "Company Board"), and/or
the By Laws or Articles of Incorporation of the Company. To date, no such action
has been taken. Any Solicitation will be made pursuant to separate agent
designation materials complying with the requirements of Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
applicable rules and regulations thereunder.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE A SOLICITATION OF A PROXY,
CONSENT, AUTHORIZATION OR AGENT DESIGNATION FOR OR WITH RESPECT TO ANY SPECIAL
MEETING OF THE COMPANY'S STOCKHOLDERS. THE SOLICITATION OF AGENT DESIGNATIONS TO
CALL THE SPECIAL MEETING AND OF PROXIES TO REMOVE THE COMPANY BOARD, REDUCE THE
AUTHORIZED NUMBER OF DIRECTORS, ELECT THE NOMINEES OR TAKE OTHER ACTION AT A
SPECIAL MEETING WILL BE MADE ONLY PURSUANT TO SEPARATE SOLICITATION MATERIALS
COMPLYING WITH ALL APPLICABLE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE ACT.
Consummation of the Offer is subject to the fulfillment of a number of
conditions, including, without limitation, the following:
CERTAIN CONDITIONS
THE MINIMUM CONDITION. Consummation of the Offer is conditioned upon there
being validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which, together with the Shares owned by Purchaser, would
represent fifty one percent of the outstanding Shares on a fully diluted basis
on the date of purchase (the "Minimum Number of Shares") (the "Minimum
Condition"). Purchaser reserves the right (subject to the applicable rules and
regulations of the Commission), which it currently has no intention of
exercising, to waive or reduce the Minimum Condition and to elect to purchase,
pursuant to the Offer, fewer than the Minimum Number of Shares. See "Section 1.
Terms of the Offer" and "Section 14. Certain Conditions of the Offer."
According to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1998 (the "Company Form 10-Q"), as of February 8,
1999,there were 14,234,821 shares of Company Common Stock issued and
outstanding. Based on the foregoing and assuming that (i) no shares of Company
Common Stock have been issued or acquired by the Company after February 8, 1999
there would be 14,234,821 shares of the Company immediately following the
consummation of the Offer and the Minimum Number of Shares would be 7,259,758
Shares. Purchaser currently owns 75,000 Shares which Purchaser recently acquired
in open market transactions as of April 1, 1999. See "Schedule II. Schedule of
Transactions in Shares." Therefore, 7,184,758 Shares need to be tendered and not
withdrawn prior to the expiration of the Offer to satisfy the Minimum Condition.
This calculation may vary after April 1, 1999 as Purchaser intends to make
further purchases in open market transactions.
2
<PAGE>
THE PREFERRED STOCK CONDITION. Consummation of the Offer is conditioned upon
Purchaser being satisfied, in its sole discretion, that any Preferred Stock that
Company may have issued in the past can be properly canceled so that the
Purchaser will be able to maintain voting control of the Company. The Company
had previously authorized and issued Series A and Series B Preferred Stock which
could effect the voting control of the Purchaser in the event the Preferred
Stock is not canceled or restricted with some form of lock up agreement.
THE CORPORATE LAW CONDITION. Consummation of the Offer is conditioned upon
Purchaser being satisfied, in its sole discretion, that, after consummation of
the Offer, the provision of any state or federal law would not prohibit for any
period of time, or impose any voting requirement in excess of majority
stockholder approval with respect to, the Purchaser or any affiliate of
Purchaser obtaining voting control of the Company.
THE FINANCING CONDITION. Consummation of the Offer is conditioned upon the
Purchaser obtaining financing to complete the purchase of the Shares. The
present Offer contemplates the Purchaser paying the sum of $1.25 per share on
the one year anniversary of the Expiration Date of the Offer by the Purchaser
issuing a balloon note made payable by the Purchaser to any tendering
shareholders whose shares have been accepted for Purchase. The Purchaser
believes that it will be able to obtain financing for this transaction, however,
there is no guarantee that said financing will be obtained.
PURCHASER EXPRESSLY RESERVES THE RIGHT TO WAIVE ANY ONE OR MORE OF THE
CONDITIONS TO THE OFFER.
THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS WHICH ARE CONTAINED
IN THIS OFFER TO PURCHASE. SEE "SECTION 14. CERTAIN CONDITIONS OF THE OFFER,"
WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
3
<PAGE>
THE TENDER OFFER
1. TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), Purchaser will accept for payment up to fifty one percent of all
Shares of Common Stock of the Company which are validly tendered prior to the
Expiration Date, and not theretofore withdrawn in accordance with "Section 4.
Withdrawal Rights" of this Offer to Purchase, as soon as legally permitted and
practicable after the commencement of the Offer. The term "Expiration Date"
means 12:00 Midnight, New York City time, on Friday, April 30, 1999, unless
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date as of
which the Offer, as so extended by Purchaser, shall expire. UNDER NO
CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The payment shall be made by Purchaser providing a promissory note for the
validly tendered shares with said note providing for the payment of $1.25 for
each share of stock validly tendered with the cash payment being made within one
year of the Expiration Date.
The Offer is conditioned upon, among other things, satisfaction of the
Federal and State securities laws and Purchaser receiving at least fifty one
percent of all common stock of the Company and the Purchaser having voting
control over the Company as to all matters that may be submitted for shareholder
approval. If any or all of such conditions are not satisfied, or if any or all
of the other events set forth in "Section 14. Certain Conditions of the Offer"
shall have occurred prior to the Expiration Date, Purchaser reserves the right
(but shall not be obligated) to (i) decline to purchase any of the Shares
tendered in the Offer and terminate the Offer and return all tendered Shares to
the tendering stockholders or (ii) waive or reduce the Minimum Condition, or
waive or amend any or all other conditions to the Offer to the extent permitted
by applicable law and, (iii) subject to complying with applicable rules and
regulations of the Commission, purchase all Shares validly tendered, or extend
the Offer and, subject to the right of stockholders to withdraw Shares until the
Expiration Date, retain the Shares which have been tendered during the period or
periods for which the Offer is extended.
Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend for any reason the period of time during which
the Offer is open, including the occurrence of any of the conditions specified
in "Section 14. Certain Conditions of the Offer," by giving oral or written
notice of such extension to the Depository. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of tendering stockholders to withdraw their Shares. See
"Section 4. Withdrawal Rights."
Subject to the applicable rules and regulations of the Commission, Purchaser
also expressly reserves the right, in its sole discretion, at any time and from
time to time, (i) to delay acceptance for payment of, or, regardless of whether
such Shares were theretofore accepted for payment, payment for any Shares
pending receipt of any regulatory approval specified in "Section 15. Certain
Regulatory and Legal Matters," (ii) to terminate the Offer and not accept for
payment any Shares upon the occurrence of any of the conditions specified in
"Section 14. Certain Conditions of the Offer" and (iii) to waive any condition
or otherwise amend the Offer in any respect, by giving oral or written notice of
such delay, termination, waiver or amendment to the Depository and by making a
public announcement thereof. Purchaser acknowledges that (i) Rule 14e-l(c) under
the Exchange Act requires Purchaser to pay the consideration offered or to
return the Shares tendered promptly after the termination or withdrawal of the
Offer and (ii) Purchaser may not delay acceptance for payment of, or payment for
(except as provided in clause (i) of the first sentence of this paragraph), any
Shares upon the occurrence of any of the conditions specified in "Section 14.
Certain Conditions of the Offer" without extending the period of time during
which the Offer is open.
4
<PAGE>
Any such extension, delay, termination, waiver or amendment will be followed
as promptly as practicable by public announcement thereof, such announcement in
the case of an extension to be made no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date. Subject
to applicable rules and regulations (including Rules 14d-4(c) and 14d-6(d) under
the Exchange Act, which require that material changes be promptly disseminated
to stockholders in a manner reasonably designed to inform them of such changes)
and without limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, other than by issuing a
press release to the Dow Jones News Service or a similar wire service.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, Purchaser will disseminate additional tender offer materials and extend
the Offer if and to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1
under the Exchange Act. The minimum period during which a tender offer must
remain open following material changes in the terms thereof or the information
concerning such tender offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the terms or information changes. In the
Commission's view, an offer should remain open for a minimum of five business
days from the date the material change is first published, sent or given to
stockholders, and, if material changes are made with respect to information that
approaches the significance of price and share levels, a minimum of ten business
days may be required to allow for adequate dissemination and investor response.
With respect to a change in price or a change in percentage of securities
sought, a minimum ten business day period is generally required to allow for
adequate dissemination to stockholders and investor response.
If, prior to the Expiration Date, Purchaser should decide to decrease the
number of Shares being sought or to increase or decrease the consideration being
offered in the Offer, such decrease in the number of Shares being sought or such
increase or decrease in the consideration being offered will be applicable to
all stockholders whose Shares are accepted for payment pursuant to the Offer
and, if at the time notice of any such decrease in the number of Shares being
sought or such increase or decrease in the consideration being offered is first
published, sent or given to holders of such Shares, the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
and including the date that such notice is first so published, sent or given,
the Offer will be extended at least until the expiration of such ten business
day period. For purposes of the Offer, a "business day" means any day other than
a Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
As of the date of this Offer to Purchase, any rights regarding voting the
common stock are evidenced by the Share Certificates evidencing the Shares.
Accordingly, by tendering a Share Certificate evidencing Shares, a stockholder
is automatically tendering all voting rights.
A request is being made to the Company for use of its stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. Upon compliance by the Company with such request, this Offer to
Purchase, the related Letter of Transmittal and other relevant materials may be
mailed to record holders of Shares whose names appear on the Company's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
5
<PAGE>
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and will pay via issuance of a
promissory note for the payment of $1.25 in one year from the Expiration Date
for all Shares validly tendered prior to the Expiration Date, and not
theretofore withdrawn in accordance with "Section 4. Withdrawal Rights" of this
Offer to Purchase, promptly after the later to occur of (a) the Expiration Date
and (b) subject to compliance with the applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act, the satisfaction or
waiver of the conditions set forth in "Section 14. Certain Conditions of the
Offer" of this Offer to Purchase.
Notwithstanding the immediately preceding sentence and subject to applicable
rules and regulations of the Commission, Purchaser expressly reserves the right
to delay acceptance for payment of, or payment for, Shares pending receipt of
any regulatory approvals specified in "Section 15. Certain Regulatory and Legal
Matters" or in order to comply in whole or in part with applicable laws. Any
such delay will be effected in compliance with Rule 14e-l(c) under the Exchange
Act (which requires a bidder to pay the consideration offered or return the
securities deposited by or on behalf of holders of securities promptly after the
termination or withdrawal of such bidder's offer).
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depository of (i) the
Share Certificates and timely confirmation (a "Book-Entry Confirmation") of a
book-entry transfer of such Shares into the Depository's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in "Section 3. Procedure for Tendering Shares," (ii) the
Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, an
Agent's Message (as defined below) in the case of a book-entry transfer (as
defined below) and (iii) any other documents required under the Letter of
Transmittal.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depository and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such agreement
against such participant.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by issuance of a
promissory note by Purchaser to the tendering shareholder. On the due date of
payment under the promissory note, the Purchaser shall deposit all cash monies
to be paid in a bank or trust company which shall be responsible for
transferring the monies to the shareholders who had tendered shares and whose
tenders had been accepted. Under no circumstances will interest be paid on the
purchase price for Shares, regardless of any delay in making such payment.
6
<PAGE>
If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are submitted
evidencing more Shares than are tendered or accepted for payment, Share
Certificates evidencing unpurchased Shares will be returned, without expense to
the tendering stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depository's account at the Book-Entry Transfer Facility
pursuant to the procedure set forth in "Section 3. Procedure for Tendering
Shares," such Shares will be credited to an account maintained at the Book-Entry
Transfer Facility), as promptly as practicable following the expiration or
termination of the Offer.
If, prior to the Expiration Date, Purchaser increases the consideration to
be paid per Share pursuant to the Offer, Purchaser will pay such increased
consideration for all such Shares purchased pursuant to the Offer, whether or
not such Shares were tendered prior to such increase in consideration.
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for Shares validly tendered and accepted for payment pursuant to the Offer.
3. PROCEDURE FOR TENDERING SHARES
VALID TENDER OF SHARES AND RIGHTS. Except as set forth below, in order for
Shares and (prior to the Distribution Date) Rights to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message in connection with a book-entry delivery of
Shares and (prior to the Distribution Date)any other documents required by the
Letter of Transmittal, must be received by the Depository at one of its
addresses set forth on this Offer to Purchase on or prior to the Expiration Date
and either (i) Share Certificates representing tendered Shares must be received
by the Depository, or such Shares must be tendered pursuant
to the procedure for book-entry transfer set forth below and a Book-Entry
Confirmation must be received by the Depository, in each case on or prior to the
Expiration Date, or (ii) the guaranteed delivery procedures set forth below must
be complied with.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
7
<PAGE>
BOOK-ENTRY TRANSFER. The Depository will establish accounts with respect to
the Shares at the Book-Entry Transfer Facility for purposes of the Offer within
two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of the Book-Entry Transfer
Facility may make a book-entry delivery of Shares by causing the Book-Entry
Transfer Facility to transfer such Shares into the Depository's account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer at the Book-Entry Transfer Facility,
the Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, together with any required signature guarantees, or an Agent's Message
in lieu of the Letter of Transmittal, and any other required documents, must, in
any case, be received by the Depository at one of its addresses set forth on the
this Offer to Purchase prior to the Expiration Date, or the tendering
stockholder must comply with the guaranteed delivery procedure described below.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITORY.
SIGNATURE GUARANTEE. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being
referred to as an "Eligible Institution"), except in cases where Shares are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. If a Share Certificate, if applicable, is registered in
the name of a person other than the signer of the Letter of Transmittal, or if
payment is to be made, or a Share Certificate, is not accepted for payment or
not tendered, is to be returned, to a person other than the registered
holder(s), then the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificates, with the signature(s) on such
certificates or stock powers guaranteed by an Eligible Institution. See
Instructions 1 and 5 of the Letter of Transmittal.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share Certificates are not immediately
available (including, if the Distribution Date has occurred) or such stockholder
cannot deliver all required documents to the Depository prior to the Expiration
Date, or such stockholder cannot complete the procedure for delivery by
book-entry transfer on a timely basis, such Shares may nevertheless be tendered,
provided that all the following conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by Purchaser, is received
prior to the Expiration Date by the Depository as provided below; and
(iii) the Share Certificates (or a Book-Entry Confirmation) evidencing
all tendered Shares, in proper form for transfer, in each case together with
the 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, an Agent's Message) and any other documents required by
the Letter of Transmittal are received by the Depository within three Nasdaq
National Market trading days of the date of execution of such Notice of
Guaranteed Delivery. A "trading day" is any day on which the Nasdaq National
Market is open for business.
8
<PAGE>
The Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram or facsimile transmission to the Depository and must
include a guarantee by an Eligible Institution in the form set forth in the form
of Notice of Guaranteed Delivery made available by Purchaser.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depository of the
Share Certificates, evidencing such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, and the 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, an Agent's Message), and any other
documents required by the Letter of Transmittal.
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by Purchaser in its sole discretion, which
determination shall be final and binding on all parties. Purchaser reserves the
absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance for payment of which may, in the opinion of its
counsel, be unlawful. Purchaser also reserves the absolute right to waive any
condition of the Offer or any defect or irregularity in the tender of any Shares
of any particular stockholder, whether or not similar defects or irregularities
are waived in the case of other stockholders. No tender of Shares will be deemed
to have been validly made until all defects and irregularities have been cured
or waived. None of Purchaser, any dealer manager, the Depository, or any other
person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification. Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding.
APPOINTMENT AS PROXY. By executing the Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of Purchaser as
such stockholder's proxies, each with full power of substitution, in the manner
set forth in the Letter of Transmittal, to the full extent of such stockholder's
rights with respect to the Shares (including any associated rights) tendered by
such stockholder and accepted for payment by Purchaser (and with respect to any
and all other Shares or other securities issued or issuable in respect of such
Shares on or after the date of this Offer to Purchase). All such proxies shall
be considered coupled with an interest in the tendered Shares. Such appointment
will be effective when, and only to the extent that, Purchaser accepts such
Shares for payment. Upon such acceptance for payment, all prior proxies given by
such stockholder with respect to such Shares (and such other Shares and
securities) will be revoked without further action, and no subsequent proxies
may be given nor any subsequent written consent executed by such stockholder
(and, if given or executed, will not be deemed to be effective) with respect
thereto. The designees of Purchaser will, with respect to the Shares for which
the appointment is effective, be empowered to exercise all voting and other
rights of such stockholder as they in their sole discretion may deem proper at
any annual or special meeting of the Company's stockholders or any adjournment
or postponement thereof, by written consent in lieu of any such meeting or
otherwise. Purchaser reserves the right to require that, in order for Shares to
be deemed validly tendered, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares.
9
<PAGE>
The acceptance for payment by Purchaser of Shares pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering stockholder and Purchaser upon the terms and subject to the conditions
of the Offer.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the federal income tax laws,
unless an exception applies under the applicable rules and regulations, the
Depository or the banking and/or trust institution which will disburse the cash
payment referenced in the promissory note will be required to withhold 31% of
the amount of any payments made to stockholders pursuant to the Offer. To
prevent backup federal income tax withholding with respect to the payment of the
Offer Price for Shares purchased pursuant to the Offer, each tendering
stockholder must generally provide the Depository with his or her correct
taxpayer identification number ("TIN") and certify that such stockholder is not
subject to backup federal income tax withholding by completing the Substitute
Form W-9 included in the Letter of Transmittal. See "Section 5. Certain United
States Federal Income Tax Consequences" of this Offer to Purchase and
Instruction 8 to the Letter of Transmittal. If the stockholder is a nonresident
alien or foreign entity not subject to back-up withholding, the stockholder must
give the Depository a completed Form W-8 Certificate of Foreign Status prior to
receipt of any payments.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by Purchaser pursuant to the Offer, may
also be withdrawn at any time in the time period provide by Section 14(d)(5) of
the Exchange Act. A withdrawal of Shares will also constitute a withdrawal of
any rights associated with the Shares. If Purchaser extends the Offer, is
delayed in its acceptance for payment of Shares or is unable to accept Shares
for payment pursuant to the Offer for any reason, then, without prejudice to
Purchaser's rights under the Offer, the Depository may, nevertheless, on behalf
of Purchaser, retain tendered Shares, and such Shares may not be withdrawn
except to the extent that tendering stockholders are entitled to withdrawal
rights as described in this "Section 4. Withdrawal Rights." Any such delay will
be by an extension of the Offer to the extent required by applicable rules and
regulations.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depository at
one of its addresses set forth in this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of such Shares, if different from that of the person who tendered such
Shares. If certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depository, then, prior to the physical release of
such certificates, the serial numbers shown on such certificates must be
submitted to the Depository and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution, unless such Shares have been
tendered for the account of an Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry transfer as set forth in
"Section 3. Procedure for Tendering Shares," any notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares and must otherwise comply with such
Book-Entry Transfer Facility's procedures.
10
<PAGE>
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by Purchaser, in its sole discretion,
whose determination will be final and binding. None of Purchaser, the Dealer
Manager, the Depository, or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
Any Shares properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in "Section 3. Procedure for Tendering Shares."
5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion, subject to the limitations set forth herein,
describes the material Federal income tax consequences of the Offer to holders
of Shares who hold their Shares as capital assets and for cash pursuant to the
Offer. The tax consequences to a specific stockholder may vary depending upon
such stockholder's particular tax situation, and the discussion set forth below
may not apply to certain categories of holders of Shares subject to special
treatment under the Internal Revenue Code of 1986, as amended (the "Code"), such
as foreign stockholders, securities dealers, broker-dealers, insurance
companies, financial institutions, tax-exempt entities and stockholders who
acquired their Shares pursuant to an exercise of an employee stock option or
otherwise as compensation or who hold restricted stock. The discussion is based
on the Code as in effect on the date of this Offer to Purchase, as well as the
rules and regulations thereunder, existing administrative interpretations and
court decisions currently in effect, all of which are subject to change,
retroactively or prospectively, and to possibly differing interpretations and
does not address state, local or foreign tax laws. No ruling will be requested
from the Internal Revenue Service (the "IRS") regarding the tax consequences of
the Offer and thus there can be no assurance that the IRS will agree with the
discussion set forth below.
The receipt of cash pursuant to the Offer will be a taxable transaction for
Federal income tax purposes and may also be a taxable transaction under
applicable state, local or foreign income or other tax laws. Generally, for
Federal income tax purposes, a tendering stockholder will recognize gain or loss
equal to the difference between the amount of cash received by the stockholder
pursuant to the Offer and the aggregate tax basis in the Shares tendered by the
stockholder and purchased pursuant to the Offer. Gain or loss will be calculated
separately for each block of Shares tendered and purchased pursuant to the
Offer, as the case may be.
If Shares are held by a noncorporate stockholder as capital assets, gain or
loss recognized by such stockholder will be capital gain or loss, which would be
subject to tax at ordinary income rates if the Shares were held for one year or
less and at a maximum tax rate of 20% if held for more than one year.
A stockholder (other than certain exempt stockholders including, among
others, all corporations and certain foreign individuals and entities) that
tenders Shares may be subject to 31% backup withholding unless the stockholder
provides its TIN and certifies that such number is correct or properly certifies
that it is awaiting a TIN, or unless an exemption applies. A stockholder that
does not furnish its TIN may be subject to a penalty imposed by the IRS. See
"Section 3. Procedure for Tendering Shares."
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<PAGE>
If backup withholding applies to a stockholder, the Depository is required
to withhold 31% from payments to such stockholder. Backup withholding is not an
additional tax. Rather, the amount of the backup withholding can be credited
against the Federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the IRS. If
backup withholding results in an overpayment of tax, a refund can be obtained by
the stockholder upon filing an income tax return.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT APPLY TO CERTAIN
CATEGORIES OF HOLDERS OF SHARES SUBJECT TO SPECIAL TREATMENT UNDER THE CODE,
SUCH AS FOREIGN HOLDERS AND HOLDERS WHOSE SHARES WERE ACQUIRED PURSUANT TO THE
EXERCISE OF AN EMPLOYEE STOCK OPTION OR OTHERWISE AS COMPENSATION, OR WHO HOLD
RESTRICTED STOCK. STOCKHOLDERS OF THE COMPANY ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE
PROPOSED MERGER, INCLUDING ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES
OF THE OFFER.
6. PRICE RANGE OF SHARES
According to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 (the "Company Form 10-K"), the Shares are listed and trade
on the Nasdaq National Market under the symbol "RIDE." The following table sets
forth for the quarterly fiscal periods
<TABLE>
<CAPTION>
QUARTER ENDED 1996 1997 1998
- ------------- ---- ---- ----
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
3/31 33.50 13.8 7.12 3.12 2.87 1.87
6/30 14.18 10.3 5.12 3.37 2.56 1.50
9/30 13.37 9.2 3.93 2.81 1.75 .813
12/31 12.43 5.8 3.18 1.78 1.31 .500
</TABLE>
On April 1, 1999, the last full trading day prior to the date of the Completion
of this document, the closing price of the stock was $.906 HOLDERS OF SHARES ARE
URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. CERTAIN INFORMATION CONCERNING THE COMPANY
The information concerning the Company contained in this Offer to Purchase,
including financial information has been taken from or is based upon publicly
available documents and records on file with the Commission and other public
sources. Purchaser assumes no responsibility for the accuracy or completeness of
the information concerning the Company contained in such documents and records
or for any failure by the Company to disclose events which may have occurred or
may affect the significance or accuracy of any such information but which are
unknown to Purchaser.
12
<PAGE>
GENERAL. According to the Company Form 10-K, the Company is a Washington
corporation with its principal executive offices located at 8160 304th Avenue
Southeast, Preston, Washington 98050. According to the Company Form 10-K, the
Company designs, manufactures and markets contemporary sporting goods equipment
and apparel for snowboard and wakeboard consumers
FINANCIAL INFORMATION. Set forth below is selected consolidated financial
data with respect to the Company excerpted or derived in part from the audited
financial statements contained in the Company Form 10-K and from the unaudited
financial statements contained in the Company's Quarterly Reports on Form 10-Q
in each case filed by the Company with the Commission. More comprehensive
financial information is included in such reports and other documents filed by
the Company with the Commission. For the periods covered by such reports, the
following summary is qualified in its entirety by reference to such reports and
such other documents and all the financial information (including any related
notes) contained therein. Such reports and other documents should be available
for inspection and copies thereof should be obtainable in the manner set forth
below.
RIDE, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
THREE MONTHS ENDED
DECEMBER 31,
- -------------------------------------------------------------------------------
1998 1997
STATEMENT OF OPERATIONS DATA
Total Saleses...................................... $ 16,117 $ 10,701
Operating income (loss)............................. $ 469 $ (11,899)
Net income (loss)................................... $ 880 $ (12,920)
PER SHARE DATA
Net income (loss) per share--basic.................. $ 0.07 $ (1.12)
(0.31) $ 0.87 $ 0.81
Net income (loss) per share--diluted................ $ 0.05 $ (1.12)
(0.31) $ 0.79 $ 0.74
Weighted average number of shares
outstanding--basic................................ 12,779 11,538
Weighted average number of shares
outstanding--diluted.............................. 17,685 11,538
The Company is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the Commission relating to its business,
13
<PAGE>
financial condition and other matters. Information as of particular dates
concerning the Company's directors and officers, their remuneration, stock
options granted to them, the principal holders of the Company's securities and
any material interest of such persons in transactions with the Company is
required to be disclosed in proxy statements distributed to the Company's
stockholders and filed with the Commission. Such reports, proxy statements and
other information should be available for inspection at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and also should be available for inspection at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. The Commission also maintains an Internet
site on the World Wide Web at http://www.sec.gov that contains reports, proxy
statements and other information. Copies of such materials may also be obtained
by mail, upon payment of the Commission's customary fees, by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
information should also be available for inspection at the Nasdaq National
Market, 1735 K Street, N.W., Washington, D.C. 20006.
8. CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER
GENERAL.
Purchaser is a newly incorporated Florida corporation which to date has not
conducted any business other than in connection with the Offer. The Purchaser's
principal offices are located at 3300 PGA Boulevard, Suite 410, Gardens Plaza
Office Tower, Palm Beach Gardens, Fl 33410.
FINANCIAL INFORMATION.
Schedule 14D-1 requires that where a bidder is other than a natural person
and the bidder's financial condition is material to a decision by a security
holder of the subject company, current and adequate financial information should
be provided concerning the bidder. The bidder is a newly formed corporation
which was formed by David J. Feingold, Esq. To date the bidder has had
absolutely no revenues or assets other than securities that the bidder has
purchased in the open market regarding this tender offer. The source of those
funds used for open market purchases have been from David J. Feingold, Esq.
and/or his affiliates. The bidder presently has access to funds and funding
sources which are anticipated to assist the bidder in making its purchases of
stock in the open market and for which leads the bidder to believe that it would
be able to finance the acquisition of shares proposed in this tender offer.
There is no guarantee that such funding will take place and the proposed selling
shareholder is cautioned that this transaction involves a high degree of risk to
the shareholder.
OTHER INFORMATION. Except as described in this Offer to Purchase and in
Schedule II hereto, (i) Purchaser nor, to the knowledge of Purchaser, any of the
persons listed in Schedule I to this Offer to Purchase or any associate or
majority-owned subsidiary of Purchaser or any of the persons so listed,
beneficially owns or has any right to acquire, directly or indirectly, any
Shares and (ii) Purchaser nor, to the knowledge of Purchaser, any of the persons
or entities referred to above nor any director, executive officer or subsidiary
of any of the foregoing has effected any transaction in the Shares during the
past 60 days.
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<PAGE>
Except as otherwise described in this Offer to Purchase, Purchaser nor, to
the knowledge of Purchaser, any of the persons listed in Schedule I hereto has
any contract, arrangement, understanding or relationship with any other person
with respect to any securities of the Company, including, but not limited to,
any contract, arrangement, understanding or relationship concerning the transfer
or voting of such securities, joint ventures, loan or option arrangements, puts
or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies. Except as set forth in this Offer to Purchase, since
December 31, 1994, Purchaser nor, to the knowledge of Purchaser, any of the
persons listed on Schedule I hereto, has had any business relationship or
transaction with the Company or any of its executive officers, directors or
affiliates that is required to be reported under the applicable rules and
regulations of the Commission. Except as set forth in this Offer to Purchase,
since December 31,1994, there have been no contacts, negotiations or
transactions between Purchaser or any of their respective subsidiaries or, to
the knowledge of Purchaser, any of the persons listed in Schedule I hereto on
the one hand, and the Company or its affiliates, on the other hand, concerning a
merger, consolidation or acquisition, tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a material
amount of assets.
9. SOURCE AND AMOUNT OF FUNDS
The total amount of funds required by Purchaser to purchase all of the
Shares related to the Offer and to pay fees and expenses related to the Offer is
estimated to be approximately $9 million. Purchaser intends to obtain all funds
needed for the Offer through a capital contribution from the President and
Chairman of the Purchaser as well as loans and/or funds from individuals and
entities with whom the Purchaser has contacted or intends to contact. As of the
date of this Offer, the Purchaser believes that it can raise all monies
necessary to complete this tender offer, however, no guaranties can be made as
to the funding for this transaction until a response from this tender offer and
any potential amendment to this tender offer has been made.
No final decisions have been made concerning the method Purchaser will
employ to repay any borrowings incurred to consummate the Offer. These
decisions, when made, will be based on Purchaser's review from time to time of
the advisability of particular actions, as well as on prevailing interest rates,
stock market and financial and other economic conditions. Furthermore, of
course, there can be no assurance that Purchaser will be able to utilize any one
or more financing options or as to the amount that will be available under any
of them.
10. BACKGROUND OF THE OFFER
Minotaur Capital, Inc. was formed in March of 1999 for the specific purpose
of making a tender offer to the Company. Daivd J. Feingold, who is the President
and Chairman of Minotaur has practiced law since 1991 and been involved in the
representation of companies and mergers and acquisitions. Mr. Feingold has been
an active investor in the stock market and has focused some of his time on the
evaluation of under valued companies. Mr. Feingold has evaluated the stock of
the Company and decided that Minotaur Capital, Inc. should make this offer.
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11. PURPOSE OF THE OFFER AND THE PROPOSED MERGER; PLANS FOR THE COMPANY
PURPOSE. The purpose of the Offer is to acquire control of the Company. The
Offer, is intended to be the first step in involvement by Minotaur Capital, Inc.
and Mr. Feingold in the operation of the Company. There are presently no plans
to replace management of the Company as Minotaur Capital, Inc. would like the
opportunity to closely view the operation of the Company from the perspective of
its controlling shareholder before making any recommendations regarding
management.
Purchaser stands ready to negotiate the Proposed Acquisition with the
Company. Accordingly, Purchaser reserves the right to amend the Offer (including
amending the number of Shares to be purchased and the Offer Price) at any time.
PLANS FOR THE COMPANY. If the Company determines to accept the Offer, the
Purchaser would like to undertake to provide assistance to the Company in the
expansion of its business.
Except as indicated in this Offer to Purchase, Purchaser has no present
plans or proposals which relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any subsidiary of the Company, a sale or transfer of a material
amount of assets of the Company or any subsidiary of the Company or any material
change in the Company's capitalization or dividend policy or any other material
changes in the Company's corporate structure or business, or the composition of
the Company Board or the Company's management. However, upon further involvement
and investigation of the operation of the Company, the present intentions of the
Purchaser may change.
12. DIVIDENDS AND DISTRIBUTIONS
If, on or after the date of this Offer to Purchase, the Company should (i)
split, combine or otherwise change the Shares or its capitalization, (ii)
acquire or otherwise cause a reduction in the number of outstanding Shares or
(iii) issue or sell any additional Shares, shares of any other class or series
of capital stock, other voting securities or any securities convertible into, or
options, rights or warrants, conditional or otherwise, to acquire, any of the
foregoing, then, without prejudice to Purchaser's rights under "Section 14.
Certain Conditions of the Offer," Purchaser, in its sole discretion, may make
such adjustments to the purchase price and other terms of the Offer (including
the number and type of securities to be purchased) as it deems appropriate to
reflect such split, combination or other change.
If, on or after the date of this Offer to Purchase, the Company should
declare or pay any dividend on the Shares or make any other distribution
(including the issuance of additional shares of capital stock pursuant to a
stock dividend or stock split, the issuance of other securities or the issuance
of rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to stockholders of record on a date prior to the
transfer to the name of Purchaser or its nominee or transferee on the Company's
stock transfer records of the Shares purchased pursuant to the Offer, then,
without prejudice to Purchaser's rights under "Section 14. Certain Conditions of
the Offer," (i) the purchase price per Share payable by Purchaser pursuant to
the Offer will be reduced to the extent any such dividend or distribution is
payable in cash and (ii) any non-cash dividend, distribution or right shall be
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received and held by the tendering stockholder for the account of Purchaser and
will be required to be promptly remitted and transferred by each tendering
stockholder to the Depository for the account of Purchaser, accompanied by
appropriate documentation of transfer. Pending such remittance and subject to
applicable law, Purchaser will be entitled to all the rights and privileges as
owner of any such non-cash dividend, distribution or right and may withhold the
entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by Purchaser in its sole discretion.
13. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES, EXCHANGE LISTING AND
EXCHANGE ACT REGISTRATION
The purchase of Shares by Purchaser pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and will reduce the number
of holders of Shares, which could adversely affect the liquidity and market
value of the remaining Shares held by the public.
Depending upon the number of Shares purchased pursuant to the Offer and the
aggregate market value of any Shares not purchased pursuant to the Offer, the
Shares may no longer meet the standards for continued listing on the Nasdaq
National Market and may be delisted from the Nasdaq National Market. The
published guidelines of the Nasdaq National Market indicate that the Nasdaq
National Market would consider delisting the Shares if, among other things,
either (i) the number of round lot holders of Shares should fall below 400, the
number of publicly held Shares should fall below 750,000, the aggregate market
value of the publicly held Shares should fall below $5,000,000, the minimum bid
price for Shares should fall below $1 per Share, the net tangible assets of the
Company should fall below $4,000,000 or there should be less than two registered
and active market makers providing quotations for the Shares, or, alternatively,
(ii) the market capitalization of the Company (or the Company's total assets and
total revenue, respectively) should fall below $50,000,000, the number of round
lot holders of Shares should fall below 400, the number of publicly held Shares
should fall below 1,100,000, the aggregate market value of the publicly held
Shares should fall below $15,000,000, the minimum bid price for Shares should
fall below $5 per Share or there should be less than four registered and active
market makers providing quotations for the Shares. If neither of the foregoing
standards are met, the Shares would no longer be admitted to quotation on the
Nasdaq National Market.
To the extent the Shares are delisted from the Nasdaq National Market, the
market for the Shares could be adversely affected. If the Nasdaq National Market
were to delist the Shares, it is possible that the Shares would continue to
trade in the over-the-counter market and that price quotations for the Shares
would be reported by other sources. The extent of the public market for the
Shares and the availability of such quotations would, however, depend on the
number of holders of Shares remaining at such time, the interest in maintaining
a market in the Shares on the part of securities firms, the possible termination
of registration of the Shares under the Exchange Act (as described below) and
other factors. Purchaser cannot predict whether the reduction in the number of
Shares that might otherwise trade publicly, if any, effected by the Offer would
have an adverse or beneficial effect on the market price for or marketability of
the Shares or whether it would cause future market prices to be greater or less
than the Offer Price.
The Shares are currently "margin securities," as such term is defined under
the rules of the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"), which has the effect, among other things, of allowing brokers
17
<PAGE>
to extend credit on the collateral of such securities. Depending upon factors
similar to those described above regarding listing and market quotations,
following the Offer it is possible that the Shares might no longer constitute
"margin securities" for purposes of the margin regulations of the Federal
Reserve Board, in which event such Shares could no longer be used as collateral
for loans made by brokers.
The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application by the Company to the Commission
if the Shares are not listed on a "national securities exchange" and there are
fewer than 300 record holders. The termination of the registration of the Shares
under the Exchange Act would substantially reduce the information required to be
furnished by the Company to holders of Shares and to the Commission and would
make certain provisions of the Exchange Act, such as the short-swing profit
recovery provisions of Section 16(b), the requirement of furnishing a proxy
statement in connection with stockholders' meetings and the requirements of Rule
13e-3 under the Exchange Act with respect to "going private" transactions, no
longer applicable to the Shares. In addition, "affiliates" of the Company and
persons holding "restricted securities" of the Company may be deprived of the
ability to dispose of such securities pursuant to Rule 144 under the Securities
Act. If registration of the Shares under the Exchange Act were terminated, the
Shares would no longer be "margin securities" or be eligible for reporting on
the National Association of Securities Dealers Automated Quotation System.
14. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, and in addition to (and
not in limitation of) Purchaser's rights to extend and amend the Offer at any
time, in its sole discretion, Purchaser shall not be required to accept for
payment or pay for any Shares tendered pursuant to the Offer, and may terminate
or amend the Offer and may postpone the acceptance for payment of and payment
for, Shares tendered, if (i) any one or more of the Minimum Conditions shall not
have been satisfied or (ii) at any time on or after April 6, 1999, and prior to
the acceptance for payment of Shares, any of the following conditions shall
exist:
(a) there shall have been threatened, instituted or be pending any action or
proceeding before any court or governmental, administrative or regulatory
authority or agency, domestic or foreign (each, a "Governmental Entity"), or by
any other person, domestic or foreign, before any court or Governmental Entity,
(i) challenging or seeking to, or which is reasonably likely to, make illegal,
materially delay or otherwise directly or indirectly restrain or prohibit or
seeking to, or which is reasonably likely to, impose voting, procedural, price
or other requirements, including any such requirements under
state law, in addition to those required by federal securities laws, in
connection with the making of the Offer, the acceptance for payment of, or
payment for, any Shares by Purchaser or any other affiliate of Purchaser or the
consummation by Purchaser or any other affiliate of Purchaser of any proposed
merger or other business combination with the Company, or seeking to obtain
material damages in connection therewith; (ii) seeking to prohibit or limit
materially the ownership or operation by the Company, Purchaser or any of their
respective subsidiaries of all or any material portion of the business or assets
of the Company, Purchaser or any of their respective subsidiaries, or to compel
the Company, Purchaser or any of their respective subsidiaries to dispose of or
hold separate all or any material portion of the business or assets of the
Company, Purchaser or any of their respective subsidiaries; (iii) seeking to
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<PAGE>
impose or confirm limitations on the ability of Purchaser and its subsidiaries,
to exercise effectively full rights of ownership of any Shares (including the
rights associated with Shares), including, without limitation, the right to vote
any Shares acquired by Purchaser pursuant to the Offer or otherwise on all
matters properly presented to the Company's stockholders; (iv) seeking to
require divestiture by Purchaser and its subsidiaries, of any Shares; (v)
seeking any material diminution in the benefits expected to be derived by
Purchaser or any other affiliate of Purchaser as a result of the transactions
contemplated by the Offer or any other similar business combination with the
Company; (vi) otherwise directly or indirectly relating to the Offer or which
otherwise, in the sole judgment of Purchaser, might materially adversely affect
the Company or Purchaser or any other affiliate of Purchaser or the value of the
Shares; or (vii) which otherwise, in the sole judgment of Purchaser, is
reasonably likely to materially adversely affect the business, operations
(including, without limitation, results of operations), properties (including,
without limitation, intangible properties),condition (financial or otherwise),
assets or liabilities (including, without limitation, contingent liabilities) or
prospects of either the Company or any of its subsidiaries or Purchaser or any
of its subsidiaries;
(b) there shall have been any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or injunction enacted,
entered, enforced, promulgated, amended, issued or deemed applicable to (i)
Purchaser, the Company or any subsidiary or affiliate of Purchaser or the
Company or (ii) the Offer or other business combination by Purchaser or any
affiliate of Purchaser with the Company, by any legislative body, court,
government or governmental, administrative or regulatory authority or agency,
domestic or foreign, other than the routine application of the waiting period
provisions of the HSR Act or similar laws to the Offer which, in the sole
judgment of Purchaser, is reasonably likely to result, directly or indirectly,
in any of the consequences referred to in clauses (i) through (vii) of paragraph
(a) above;
(c) there shall have occurred any change, condition, event or development
that, in the sole judgment of Purchaser, is or is reasonably likely to be
materially adverse to the business, operations (including, without limitation,
results of operations), properties (including, without limitation, intangible
properties), condition (financial or otherwise), assets or liabilities
(including, without limitation, contingent liabilities) or prospects of the
Company or any of its subsidiaries;
(d) there shall have occurred (i) any general suspension of, or limitation
on prices for, trading in securities on the Nasdaq National Market, (ii) any
decline, measured from the close of business on the date of this Offer, in the
Standard & Poor's 500 Index by an amount in excess of 15%, (iii) any material
adverse change in United States currency exchange rates or a suspension of, or
limitation on, currency exchange markets, (iv) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (v) any limitation (whether or not mandatory) by any government or
governmental, administrative or regulatory authority or agency, domestic or
foreign, on, or other event that, in the sole judgment of Purchaser, might
affect the extension of credit by banks or other lending institutions, (vi) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States or (vii) in the case
of any of the foregoing existing on the date of this Offer, a material
acceleration or worsening thereof;
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(e) the Company or any of its subsidiaries, joint ventures or partners or
other affiliates shall have, directly or indirectly, (i) split, combined or
otherwise changed, or authorized or proposed a split, combination or other
change of, the Shares or its capitalization, (ii) acquired or otherwise caused a
reduction in the number of, or authorized or proposed the acquisition or other
reduction in the number of, outstanding Shares or other securities (other than
as aforesaid), (iii) issued or sold, or authorized or proposed the issuance,
distribution or sale of, additional Shares (other than the issuance of Shares
under option prior to the date of this Offer to Purchase, in accordance with the
terms of such options as such terms have been publicly disclosed prior to the
date of this Offer to Purchase), shares of any other class of capital stock,
other voting securities or any securities convertible into, or rights, warrants
or options, conditional or otherwise, to acquire, any of the foregoing, (iv)
declared or paid, or proposed to declare or pay, any dividend or other
distribution, whether payable in cash, securities or other property, on or with
respect to any shares of capital stock of the Company, (v) altered or
proposed to alter any material term of any outstanding security (including the
voting rights), (vi) incurred any debt other than in the ordinary course of
business or any debt containing burdensome covenants, (vii) authorized,
recommended, proposed or entered into an agreement, agreement in principle or
arrangement or understanding with respect to any merger, consolidation,
liquidation, dissolution, business combination, acquisition of assets,
disposition of assets, release or relinquishment of any material contractual or
other right of the Company or any of its subsidiaries or any comparable event
not in the ordinary course of business, (viii) authorized, recommended, proposed
or entered into, or announced its intention to authorize, recommend, propose or
enter into, any agreement, arrangement or understanding with any person or group
that, in the sole judgment of Purchaser, could adversely affect either the value
of the Company or any of its subsidiaries, joint ventures or partnerships or the
value of the Shares to Purchaser, (ix) entered into or amended any employment,
change in control, severance, executive compensation or similar agreement,
arrangement or plan with or for the benefit of any of its employees, consultants
or directors, or made grants or awards thereunder, other than in the ordinary
course of business or entered into or amended any agreements, arrangements or
plans so as to provide for increased or accelerated benefits to any such
persons, (x) except as may be required by law, taken any action to terminate or
amend any employee benefit plan (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended) of the Company or any of its
subsidiaries, or Purchaser shall have become aware of any such action that was
not disclosed in publicly available filings prior to the date of this Offer to
Purchase, or (xi) amended or authorized or proposed any amendment to the
Company's Articles of Incorporation or Bylaws, or Purchaser shall have become
aware that the Company or any of its subsidiaries shall have proposed or adopted
any such amendment that was not disclosed in publicly available filings prior to
the date of this Offer to Purchase;
(f) a tender or exchange offer for any Shares shall have been made or
publicly proposed to be made by any other person (including the Company or any
of its subsidiaries or affiliates), or it shall have been publicly disclosed or
Purchaser shall have otherwise learned that (i) any person, entity (including
the Company or any of its subsidiaries) or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire
beneficial ownership of more than 5% of any class or series of capital stock of
the Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, or shall have been granted any right, option
or warrant, conditional or otherwise, to acquire beneficial ownership of more
than 5% of any class or series of capital stock of the Company (including the
Shares), other than acquisitions for bona fide arbitrage purposes only and other
than as disclosed in a Schedule 13G on file with the Commission prior to the
date of this Offer Purchase, (ii) any such person, entity or group that prior to
the date of this Offer to Purchase had filed such a Schedule 13G with the
Commission has acquired or proposes to acquire, through the acquisition of
stock, the formation of a group or otherwise, beneficial ownership of 1% or more
of any class or series of capital stock of the Company (including the Shares),
20
<PAGE>
or shall have been granted any right, option or warrant, conditional or
otherwise, to acquire beneficial ownership of 1% or more of any class or series
of capital stock of the Company (including the Shares), other than for bona fide
arbitrage purposes, (iii) any person or group shall have entered into a
definitive agreement or an agreement in principle or made a proposal with
respect to a tender offer or exchange offer or a merger, consolidation or other
business combination with or involving the Company or (iv) any person shall have
filed a Notification and Report Form under the HSR Act (or amended a prior
filing to increase the applicable filing threshold set forth therein) or made a
public announcement reflecting an intent to acquire the Company or any
subsidiary or significant assets of the Company;
(g) any required approval, permit, authorization or consent of any
governmental authority or agency (including those described or referred to in
"Section 15. Certain Legal Matters and Regulatory Approvals") shall not have
been obtained on terms satisfactory to Purchaser in its sole discretion;
(h) Purchaser shall have reached an agreement or understanding with the
Company providing for termination of the Offer, or Purchaser or
any other affiliate of Purchaser shall have entered into a definitive agreement
or announced an agreement in principle with the Company providing for a merger
or other business combination with the Company or the purchase of stock or
assets of the Company;
(i) (1) any material contractual right of the Company or any of its
subsidiaries or affiliates shall be impaired or otherwise adversely affected or
any material amount of indebtedness of the Company or any of its subsidiaries,
joint ventures or partnerships shall become accelerated or otherwise become due
before its stated due date, in either case, with or without notice or the lapse
of time or both, as a result of the transactions contemplated by the Offer or(2)
any covenant, term or condition in any of the Company's or any of its
subsidiaries', joint ventures' or partnerships' instruments, licenses, or
agreements is or may be materially adverse to the value of the Shares in the
hands of Purchaser (including, but not limited to, any event of default that may
ensue as a result of the consummation of the Offer or the acquisition by
Purchaser of control of the Company); or
(j) Purchaser shall have determined in its sole discretion that any state or
federal law applies to the Offer which, in the reasonable judgment of Purchaser
in any such case, and regardless of the circumstances (including any action or
inaction by Purchaser or any of their affiliates) giving rise to any such
condition, makes it inadvisable to proceed with such acceptance for payment.
The foregoing conditions are for the sole benefit of Purchaser
and may be asserted by Purchaser regardless of the circumstances giving rise to
any such condition or may be waived by Purchaser in whole or in part at any time
and from time to time in their reasonable discretion. The failure by Purchaser
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right; the waiver of any such right with respect to particular facts
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and other circumstances shall not be deemed a waiver with respect to any other
facts and circumstances; and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time.
15. CERTAIN REGULATORY AND LEGAL MATTERS
Based upon its examination of publicly available information with respect to
the Company, Purchaser is not aware of any license or other regulatory permit
that appears to be material to the business of the Company and its subsidiaries,
taken as a whole, which might be adversely affected by the acquisition of Shares
by Purchaser pursuant to the Offer or, except as set forth below, of any
approval or other action by any domestic (federal or state) or foreign
governmental, administrative or regulatory authority or agency which would be
required prior to the acquisition of Shares by Purchaser pursuant to the Offer.
Should any such approval or other action be required, Purchaser contemplates
that this approval or action would be sought. Purchaser does not currently
intend, however, to delay the purchase of Shares tendered pursuant to the Offer
pending the outcome of any such action or the receipt of any such approval
(subject to Purchaser's right to decline to purchase Shares if any of the
conditions in "Section 14. Certain Conditions of the Offer" shall have
occurred). There can be no assurance that any such approval or other action, if
needed, would be obtained without substantial conditions or that adverse
consequences might not result to the businesses of the Company, Purchaser or
that certain parts of the businesses of the Company or Purchaser might not have
to be disposed of or held separate or other substantial conditions complied with
in order to obtain such approval or other action or in the event that such
approval was not obtained or such other action was not taken. Purchaser's
obligation under the Offer to accept for payment and pay for Shares is subject
to certain conditions, including conditions relating to the legal matters
discussed in this "Section 15. Certain Regulatory and Legal Matters." See
"Section 14. Certain Conditions of the Offer."
STATE TAKEOVER LAWS. Section 2115 of the California General Corporate Law
purports to subject certain corporations with specified minimum contacts in
California to certain provisions of the CGCL even if that corporation is
organized under the laws of a different state. While Purchaser believes that,
based upon publicly available information and the past conduct of the Company,
Section 2115 of the CGCL should not operate so as to make such provisions
applicable to the Company, Purchaser is in the process of determining whether
Section 2115 of the CGCL operates so as to apply to the Company. See "Section
14. Certain Conditions of the Offer" and "Section 17. Legal Proceedings."
The Company is incorporated under the laws of the State of Washington and
its operations are conducted throughout the United States. A number of states
throughout the United States have enacted takeover statutes that purport, in
varying degrees, to be applicable to attempts to acquire securities of
corporations that are incorporated or have assets, stockholders, executive
offices or principal places of business in such states. In EDGAR V. MITE CORP.,
the Supreme Court of the United States held that the Illinois Business Takeover
Act, which involved state securities laws that made the takeover of certain
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corporations more difficult, imposed a substantial burden on interstate commerce
and therefore was unconstitutional. In CTS CORP. V. DYNAMICS CORP. OF AMERICA,
however, the Supreme Court of the United States held that a state may, as a
matter of corporate law and, in particular, those laws concerning corporate
governance, constitutionally disqualify a potential acquirer from voting on the
affairs of a target corporation without prior approval of the remaining
stockholders, provided that such laws were applicable only under certain
conditions. Subsequently, a number of Federal courts ruled that various state
takeover statutes were unconstitutional insofar as they apply to corporations
incorporated outside the state of enactment.
Except as described herein, Purchaser has not attempted to comply with any
state takeover statutes in connection with the Offer. Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, Purchaser
might be unable to accept for payment or purchase Shares tendered pursuant to
the Offer or be delayed in continuing or consummating the Offer. In such case,
Purchaser may not be obligated to accept for purchase, or pay for, any Shares
tendered. See "Section 14. Certain Conditions of the Offer."
ANTITRUST. Under the HSR Act and the rules that have been promulgated
thereunder by the FTC, certain acquisition transactions may not be consummated
unless certain information has been furnished to the Antitrust Division and the
FTC and certain waiting period requirements have been satisfied. The acquisition
of Shares by Purchaser pursuant to the Offer are not subject to such a
requirement.
APPRAISAL RIGHTS. It is presently believed that holders of Shares do not
have appraisal rights as a result of the Offer. However, if there is a legal
challenge on such grounds and such appraisal rights would be applicable then
such rights might affect the ability of Purchaser to successful complete this
Offer and/or cause an extensive delay in this Offer and thereby cause Purchaser
to withdrawal this Offer. See Section 14. Certain Conditions of the Offer.
FOREIGN LAWS. According to publicly available information, the Company may
also conduct business in a number of other jurisdictions. In connection with the
acquisition of the Shares pursuant to the Offer, the laws of certain foreign
countries and jurisdictions may require the filing of information with, or the
obtaining of the approval of, governmental authorities in such countries and
jurisdictions. In addition, the waiting period prior to consummation of the
Offer associated with such filings or approvals may extend beyond the scheduled
Expiration Date. The governments in such countries and jurisdictions might
attempt to impose additional conditions on the Company's operations conducted in
such countries and jurisdictions as a result of the acquisition of Shares
pursuant to the Offer.
16. FEES AND EXPENSES
Except as set forth below, Purchaser will not pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of Shares pursuant to
the Offer.
As compensation for acting as Depository in connection with the Offer, BT
Alex Brown will receive reasonable and customary compensation for its services
in connection with the Offer and may be indemnified against certain liabilities
and expenses in connection with the Offer, including certain liabilities under
the federal securities laws.
17. LEGAL PROCEEDINGS
Presently there are no legal proceedings pending among Purchaser and
Company.
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18. MISCELLANEOUS
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will
make a good faith effort to comply with such state statute. If, after such good
faith effort, Purchaser cannot comply with any such state statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such state. 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 shall be made on behalf of Purchaser by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR
IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Pursuant to Rule 14d-3 of Regulation 14D under the Exchange Act, Purchaser
has filed with the Commission a Schedule 14D-1, together with exhibits,
furnishing certain additional information with respect to the Offer.
The Schedule 14D-1 and any amendments thereto, including exhibits, may be
inspected at, and copies may be obtained from, the same places and in the same
manner as set forth in "Section 7. Certain Information Regarding the Company,"
except that they will not be available at the regional offices of the
Commission.
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER
The following table sets forth the name, current business address,
citizenship and present principal occupation or employment and material
occupations, positions, offices or employment and business addresses thereof
for the past five years of each director and executive officer of Purchaser.
Unless otherwise indicated, the current business address of each person is 3300
PGA Boulevard, Suite 410, Gardens Plaza Office Tower, Palm Beach Gardens, Fl
33410. Unless otherwise indicated, each such person is a citizen of the United
States of America and has held his or her present position as set forth below
for the past five years. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to employment with Purchaser.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION AND
NAME TITLE FIVE YEAR EMPLOYMENT HISTORY
- ----------------------------- --------------------------- ------------------------------------------------------
<S> <C> <C>
David J. Feingold President and Chief Executive Minotaur Capital, Inc.
For the past five years Mr.
Feingold has also been
A member of the law firm
Of Feingold & Kam
</TABLE>
SCHEDULE II
TRANSACTIONS IN SHARES
TRANSACTIONS IN SHARES IN THE PAST 60 DAYS BY PURCHASER
As of April 1, 1999
<TABLE>
<CAPTION>
DATE SHARES PURCHASED PURCHASE PRICE
- ---- ---------------- --------------
<S> <C> <C>
3/30/99 10,000 average price $.84
3/31/99 10,000 average price $.86
4/01/99 55,000 average price $.90
</TABLE>
I-1
<PAGE>
Facsimile copies (with manual signatures) of the Letter of Transmittal will
be accepted. The Letter of Transmittal and certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, commercial bank, trust company or
other nominee to the Depository at one of the addresses set forth below:
THE DEPOSITORY FOR THE OFFER IS:
BT ALEX BROWN
BY MAIL: BT ALEX,BROWN
PO BOX 515
Baltimore, MD 21203
Attention: Minotaur Capital Account/Pete Christofferons
BY HAND: BT ALEX,BROWN
210 W. Pennsylvania Ave
Second Floor
Towson, MD 21204
Attention: Minotaur Capital Account/Pete Christofferson
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the related Letter of Transmittal, and other tender offer
materials, may be directed to Feingold & Kam, 3300 PGA Blvd. Ste 410, Palm Beach
Gardens, Fl 33410, Phone (561)630-6727. Stockholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
II-1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
RIDE, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 6, 1999
BY
MINOTAUR CAPITAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 30, 1999 UNLESS THE OFFER IS EXTENDED.
THE DEPOSITORY FOR THE OFFER IS:
BT ALEX,BROWN
BY MAIL: BT ALEX,BROWN
PO BOX 515
Baltimore, MD 21203
Attention: Minotaur Capital Account/Pete Christofferson
BY HAND: BT ALEX,BROWN
210 W. Pennsylvania Ave
Second Floor
Towson, MD 21204
Attention: Minotaur Capital Account/Pete Christofferson
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED
BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders either if
certificates evidencing Shares (as such term is defined below) are to be
forwarded herewith or if delivery of Shares, is to be made by book-entry
transfer to the Depository's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the book-entry transfer procedures
described in Section 3 of the Offer to Purchase (as defined below).
Stockholders whose certificates representing Shares (the "Share
Certificates") are not immediately available or who cannot deliver
their Share Certificates and all other documents required hereby to the
Depository prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their Shares, must do so
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. See Instruction 4. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
1
<PAGE>
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________
Account Number ________________ Transaction Code Number ___________
/ / CHECK HERE IF SHARES AND/OR RIGHTS ARE BEING TENDERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________
Window Ticket No. (if any) _________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________
Name of Institution which Guaranteed Delivery ______________________
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) TENDERED CERTIFICATE(S))
(ATTACH ADDITIONAL LIST, IF NECESSARY)
TOTAL NUMBER
OF SHARES
SHARE EVIDENCED BY NUMBER
OF CERTIFICATE SHARE
NUMBER(S)* CERTIFICATE(S)* TENDERED**
Total Shares
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
each Share Certificate delivered to the Depository are being tendered
hereby. See Instruction 4.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Minotaur Capital, Inc., a Florida
corporation ("Purchaser"), the above-described shares of common stock, no par
value (the "Shares"), of RIDE, INC., a Florida corporation (the "Company"),
pursuant to Purchaser's offer to purchase fifty one percent of all outstanding
Shares at a purchase price of $1.25 per Share, net to the seller in cash,
without interest thereon payable to the seller within one year of the
anniversary of the expiration date of the offer and secured by a promissory note
from Purchaser to seller (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 6, 1999 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase, as each may be amended
and supplemented from time to time, constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to or upon the order of Purchaser all right,
title and interest in and to all the Shares that are being tendered hereby and
all other Shares or other securities issued or issuable in respect thereof
(including, without limitation, the issuance of additional shares pursuant to a
stock dividend or stock split, the issuance of other securities or the issuance
of other rights that are declared or paid by the Company on or after April 6,
1999 (a "Distribution") and irrevocably constitutes and appoints the Depository
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares (and any Distributions), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver Share Certificates (and any Distributions), or
transfer ownership of such Shares (and any Distributions) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (b) present such Shares (and any Distributions) for transfer on the
books of the Company, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any Distributions), all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints designees of Purchaser as the
attorneys and proxies of the undersigned, each with full power of substitution,
to exercise all voting and other rights of the undersigned in such manner as
each such attorney and proxy or his substitute shall in his sole judgment deem
proper, with respect to all of the Shares tendered hereby which have been
accepted for payment by Purchaser prior to the time of any vote or other action
(and any Distributions), at any meeting of stockholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting) or
otherwise. This appointment shall be effective when, and only to the extent
that, Purchaser accepts such Shares as provided in the Offer to Purchase. This
power of attorney and proxy are irrevocable, are coupled with an interest in the
Shares tendered hereby, and are granted in consideration of, and effective upon,
the acceptance for payment of such Shares by Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other proxy or
3
<PAGE>
written consent granted by the undersigned at any time with respect to such
Shares (and any Distributions), and no subsequent proxies will be given or
written consents executed by the undersigned (and if given or executed, will not
be deemed effective).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distributions) and that when the same are accepted for payment
by Purchaser, Purchaser will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depository or Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares
tendered hereby (and any Distributions). All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that the tender of Shares and, if applicable,
rights pursuant to any one of the procedures described in Section 3 of the Offer
to Purchase and in the instructions hereto will constitute an agreement between
the undersigned and Purchaser upon the terms and subject to the conditions of
the Offer. The undersigned acknowledges that no interest will be paid on the
Offer Price for tendered Shares regardless of any extension of the Offer or any
delay in making such payment.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
Share Certificates evidencing any Shares not tendered or not purchased, in the
name(s) of the undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility).
Similarly, unless otherwise indicated in the box entitled "Special Delivery
Instructions," please mail the check for the purchase price and return any Share
Certificates evidencing any Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price and/or return any Share
Certificates evidencing any Shares not tendered or not purchased in the name(s)
of, and mail said check and Share Certificates to, the person(s) so indicated.
The undersigned acknowledges that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Purchaser does not accept for payment any of the
Shares so tendered.
4
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificates are not tendered or not
purchased are, and/or the check for the purchase price is, to be issued in the
name of someone other than the undersigned, or if Shares tendered hereby and
delivered by book-entry transfer which are not purchased are to be returned by
credit to an account at the Book-Entry Transfer Facility other than that
designated above.
Issue: / / Check / / Share Certificate(s) (or, if applicable, rights
Certificates) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
______________________________________________________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
/ / Credit Shares (or rights, if applicable) delivered by book-entry
transfer and not purchased to the account set forth below:
Account Number _____________________________________________________________
- ------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificates not tendered or not purchased
are, and/or the check for the purchase price is, to be mailed to someone other
than the undersigned, or to the undersigned at an address other than that shown
under the undersigned's signature.
Mail: / / Check / / Share Certificate(s) (or, if applicable, rights
certificates) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
______________________________________________________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
- --------------------------------------------------------------------------------
5
<PAGE>
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
================================================================================
Signature(s) of Holder(s)
Dated:____________________
(Must be signed by the registered holder(s) exactly as such holder(s)
name(s) appear(s) on the Share Certificate(s) (and/or, if applicable, Rights
Certificate(s)) or on a security position listing or by a person(s) authorized
to become the registered holder(s) of such Share Certificate(s) (and/or, if
applicable, Rights Certificate(s)) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information and see
Instruction 5.) Name(s):
________________________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ___________________________________________________
Taxpayer Identification or Social Security No.: ________________________________
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
Title: _________________________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ___________________________________________________
Dated: _________________________________________________________________________
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents Medallion Program or
by any other bank, broker, dealer, credit union, savings association or other
entity which is an "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Institution"), unless the Shares tendered
thereby are tendered (i) by a registered holder of Shares and Rights who has not
completed either the box labeled "Special Payment Instructions" or the box
labeled "Special Delivery Instructions" on this Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 5. If Share
Certificates (and/or, if applicable, rights certificates) are registered in the
name of a person or persons other than the signer of this Letter of Transmittal,
or if payment is to be made or delivered to, or Share Certificates are to be
issued or returned to, a person other than the registered owner or owners, then
the tendered Share Certificates (and/or, if applicable, rights certificates)
must be endorsed or accompanied by duly executed stock powers, in either case
signed exactly as the name or names of the registered owner or owners appear on
the Share Certificates, with the signatures on the Share Certificates (and/or,
if applicable, rights certificates) or stock powers guaranteed by an Eligible
Institution as provided herein. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used if Share Certificates (and/or, if applicable, rights
certificates) are to be forwarded herewith or, unless an Agent's Message is
utilized, if deliveries are to be made by book-entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Share Certificates
for all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depository's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and any other
documents required by this Letter of Transmittal, or an Agent's Message in the
case of a book-entry transfer, must be received by the Depository at one of its
addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date (as defined in the Offer to Purchase). If Share Certificates
(and/or, if applicable, rights certificates) are forwarded to the Depository in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Stockholders whose Share
Certificates (and/or, if applicable, rights certificates) are not immediately
available, who cannot deliver their Share Certificates (and/or, if applicable,
rights certificates)and all other required documents to the Depository prior to
the Expiration Date or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis, may tender their Shares pursuant to the
guaranteed delivery procedure described in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by Purchaser, must be
received by the Depository prior to the Expiration Date; and (c) Share
Certificates (and/or, if applicable, rights certificates) for all tendered
Shares, in proper form for tender, or a confirmation of a book-entry transfer
into the Depository's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
7
<PAGE>
Letter of Transmittal (or a manually signed facsimile thereof), and any other
documents required by this Letter of Transmittal, must be received by the
Depository within (i) in the case of Shares, three Nasdaq National Market
trading days of the date of execution of such Notice of Guaranteed Delivery or
(ii) in the case of rights if applicable, a period ending on the later of (y)
three Nasdaq National Market trading days after the date of execution of such
Notice of Guaranteed Delivery and (z) three Nasdaq National Market trading days
after the date any applicable rights certificates are distributed, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES,
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITORY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. By
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), all tendering stockholders waive any right to receive any notice of
the acceptance of their Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share
Certificate (and/or, if applicable, rights certificate) numbers, the number of
Shares evidenced by such Share Certificates (and/or if applicable, the number of
rights evidenced by such rights certificates) and the number of Shares (and/or,
if applicable, the number of rights) tendered should be listed on a separate
signed schedule and attached hereto.
4. PARTIAL TENDERS. If fewer than all the Shares evidenced by a Share
Certificate (and/or, if applicable, fewer than all the rights evidenced by a
rights certificate) delivered to the Depository herewith are to be tendered
hereby, fill in the number of Shares (and/or, if applicable, rights) which are
to be tendered in the box entitled "Number of Shares Tendered" (and/or, if
applicable, "Number of Rights Tendered"). In such cases, new Share Certificates
(and/or, if applicable, rights certificates) evidencing the remainder of the
Shares that were evidenced by the Share Certificates (and/or, if applicable,
rights certificates) delivered to the Depository herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions" on the reverse hereof, as soon as
practicable after the expiration or termination of the Offer. All Shares
(and/or, if applicable, rights) evidenced by Share Certificates (and/or, if
applicable, rights certificates) delivered to the Depository will be deemed to
have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificate(s) (and/or, if applicable, rights
certificate(s)) without alteration, enlargement or any other change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
8
<PAGE>
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificate(s) (and/or, if
applicable, rights certificate(s)) or separate stock powers are required, unless
payment of the purchase price is to be made, or Share Certificate(s) (and/or, if
applicable, rights certificate(s)) evidencing Shares not tendered or not
purchased are to be returned, in the name of any person other than the
registered holder(s). Signatures on any such Share Certificate(s) (and/or, if
applicable, rights certificate(s)) or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares (and/or, if applicable, rights certificate(s) evidencing
rights) tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such Share Certificate(s) (or, if applicable, rights
certificate(s)). Signature(s) on any such Share Certificate(s) (or, if
applicable, rights certificate(s)) or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any Share Certificate (and/or, if
applicable, rights certificate) or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and proper evidence satisfactory to Purchaser of the
authority of such person to so act must be submitted.
6. STOCK TRANSFER TAXES. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or if
Share Certificate(s) (and/or, if applicable, rights certificate(s)) evidencing
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s) of such Shares, then the amount of
any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted. EXCEPT AS PROVIDED
IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE
AFFIXED TO THE SHARE CERTIFICATE(S) (AND/OR, IF APPLICABLE, RIGHTS
CERTIFICATE(S)) LISTED IN THIS LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price is to be issued, or any Share Certificate(s) (and/or, if applicable,
rights certificate(s)) evidencing Shares not tendered or not purchased are to be
returned, in the name of a person other than the person(s) signing this Letter
of Transmittal or if the check or any Share Certificate(s) (and/or, if
applicable, rights certificate(s)) evidencing Shares not tendered or not
purchased are to be mailed to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal at
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
9
<PAGE>
Stockholders tendering Shares by book-entry transfer may request that Shares not
purchased be credited to such account at the Book-Entry Transfer Facility as
such stockholder may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not purchased
will be returned by crediting the account at the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depository with such holder's correct taxpayer identification number ("TIN")
on Substitute Form W-9, which is provided below, unless an exemption applies. In
the case of any holder who has completed the box entitled "Special Payment
Instructions," however, the correct TIN on Substitute Form W-9 should be
provided for the recipient of the payment pursuant to such instructions. Failure
to provide the information on the Substitute Form W-9 may subject the tendering
holder to a $50 penalty and to 31% federal income tax backup withholding on the
payment of the purchase price for the Shares.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to Feingold & Kam, 3300 PGA Blvd.
Ste 410, Gardens Plaza Office Tower, Palm Beach Gardens, Fl 33410, Phone (561)
630-6727. Additional copies of the Offer to Purchase, the Letter of Transmittal,
the Notice of Guaranteed Delivery and other related materials may be obtained
from brokers, dealers, commercial banks and trust companies.
THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE COPY HEREOF
(TOGETHER WITH SHARE CERTIFICATES (AND/OR, IF APPLICABLE, RIGHTS CERTIFICATES)
OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITORY ON OR PRIOR TO
THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder of Shares whose tendered Shares
are accepted for payment is required by law to provide the Depository (as payer)
with such holder's correct TIN on Substitute Form W-9 below. The holder of
Shares must also state that (i) such holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified such holder that such holder is no longer subject
to backup withholding. If the Depository is not provided with the correct TIN,
the holder of Shares may be subject to a $50 penalty imposed by the Internal
Revenue Service and payments made to such holder may be subject to backup
withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depository. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depository is required to withhold 31% of
any payments made to the holder of Shares. Backup withholding is not an
additional tax. Rather, the tax withheld pursuant to backup withholding rules
will be available as a credit against such holder's tax liabilities. If
10
<PAGE>
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
WHAT NUMBER TO GIVE THE DEPOSITORY
If the holder of Shares is an individual, the correct TIN is his or her
social security number. In other cases, the correct TIN may be the employer
identification number of the record holder of the Shares tendered hereby. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering holder of Shares has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future, the holder should
write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I of the Substitute Form W-9 and the Depository is not
provided with a TIN within thirty (30) days, the Depository may withhold 31% of
all payments of the purchase price to such holder until a TIN is provided to the
Depository.
FORM W-9 TO BE FILLED OUT
PAYER'S NAME:
PAYER'S IDENTIFICATION:
(for most people this is your social security number)
CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); and (2) I am not subject to
backup withholding either because (a) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (b) the IRS has notified me that
I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if, after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed GUIDELINES.)
SIGNATURE ------------------------------------
DATE ------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON
APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I understand
that, notwithstanding the information I provided in Part I of the Substitute
Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), if I do not provide a correct taxpayer
identification number to the Depository within thirty (30) days, 31% of all
reportable payments made to me thereafter may be withheld.
- ------------------------------------------
SIGNATURE
- --------------------------------
DATE
12
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
RIDE, INC.
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if certificates evidencing
shares of common stock, no par value (the "Shares"), of RIDE, INC., a Washington
corporation (the "Company"), are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach BT, Alex Brown (the "Depository") on or
prior to the Expiration Date (as defined in the Offer to Purchase, dated April
6, 1999 (the "Offer to Purchase")). This Notice of Guaranteed Delivery may be
delivered by hand or mail to the Depository. See Section 3 of the Offer to
Purchase.
THE DEPOSITORY FOR THE OFFER IS:
BT ALEX,BROWN
BY MAIL: BT ALEX,BROWN
PO BOX 515
Baltimore, MD 21203
Attention: Minotaur Capital Account/Pete Christofferson
BY HAND: BT ALEX,BROWN
210 W. Pennsylvania Ave
Second Floor
Towson, MD 21204
Attention: Minotaur Capital Account/Pete Christofferson
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
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<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Minotaur Capital, Inc., a Florida
corporation upon the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal (which, together with the
Offer to Purchase, as each may be amended and supplemented from time to time,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedures described
in Section 3 of the Offer to Purchase.
- --------------------------------------------------------------------------------
Number of Shares: ____________________________________________________________
Certificate Nos.
(if available): ____________________________________________________________
- --------------------------------------------------------------------------------
Name(s) of
Record Holder(s): ____________________________________________________________
Please Type or Print
Address: _____________________________________________________________________
________________________________________________________________________________
Zip Code
Area Code and
Tel. No.: ________________________________________________________________
If Shares will be delivered by book-entry transfer, provide the following
information:
Account Number: ____________________________________________________________
Date: ______________________________________________________________________
Signature(s): ______________________________________________________________
____________________________________________________________________________
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (each of the foregoing constituting an "Eligible Institution"),
guarantees the delivery to the Depository of the Shares tendered hereby, in
proper form of transfer, or a Book-Entry Confirmation (as defined in the Offer
to Purchase), together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase) in the
case of a book-entry delivery, and any other required documents (a) in the case
of Shares, within three Nasdaq National Market trading days of the date hereof
and (b) in the case of rights, if applicable, within a period ending on the
later of (i) three Nasdaq National Market trading days after the date hereof and
(ii) three Nasdaq National Market trading days after the date certificates for
rights are distributed to stockholders.
The Eligible Institution that completes this form must communicate the
guarantee to the Depository and must deliver the Letter of Transmittal and
certificates representing Shares and/or rights to the Depositary within the time
period set forth herein. Failure to do so could result in a financial loss to
such Eligible Institution.
- -------------------------------------------------------------------------------
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
Zip Code
Area Code and
Tel. No.: __________________________________________________________________
______________________________________________________________________________
Authorized Signature
Name: ________________________________________________________________________
Please Print
Title: _______________________________________________________________________
Date: ________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
OFFER TO PURCHASE FOR CASH PAYABLE BY A BALLOON NOTE
FIFTY ONE PERCENT OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
RIDE, INC.
AT
$1.25 NET PER SHARE
BY
MINOTAUR CAPITAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 30, 1999 UNLESS THE OFFER IS EXTENDED.
APRIL 6, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated April 6,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with the Offer to Purchase, as each may be amended and supplemented
from time to time, constitute the "Offer") relating to an offer by Minotaur
Capital, Inc., a Florida corporation ("Purchaser"), to purchase fifty one
percent of the outstanding shares of common stock, no par value per share (the
"Shares"), of RIDE, INC., a Washington corporation (the "Company"),at a purchase
price of $1.25 per share payable in a balloon payment on the one year
anniversary of the Expiration Date and secured by a promissory note from the
Purchaser. The payment is net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES AND RIGHTS 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 OR RIGHTS
HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of the
Shares by us for your account, upon the terms and subject to the conditions set
forth in the Offer to Purchase.
Please note the following:
1. The tender price is $1.25 per Share, including any associated right,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions of the Offer. The tender price shall only be paid
on the one year anniversary of the Expiration Date and payment shall be
secured by a promissory note from the Purchaser to you.
2. The Offer is being made for fifty one percent of the outstanding
shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on April 30, 1999 unless the Offer is extended.
1
<PAGE>
4. The Offer is conditioned upon numerous contingencies and you are
urged to fully review all documents including but not limited to the Offer
to Purchase and the Transmittal Letter prior to making any decision.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Letter of Transmittal, stock
transfer taxes on the transfer of Shares pursuant to the Offer.
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 contained in this letter. If you authorize tender of
your Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. 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 made solely pursuant to the Offer to Purchase and the related
Letter of Transmittal and any supplements or amendments thereto. Purchaser is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a
good faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. 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 shall be then made on behalf of Purchaser by an appropriately authorized
person or one or more registered brokers or dealers which are licensed under the
laws of such jurisdiction.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE
FIFTY ONE PERCENT OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
RIDE, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated April 6, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with the Offer to Purchase, as each may
be amended and supplemented from time to time, constitute the "Offer") in
connection with the offer by Minotaur Capital, Inc., a Florida corporation
("Purchaser") to purchase fifty one percent of the outstanding shares of common
stock, no par value per share (the "Shares"), of RIDE,INC., a Washington
corporation (the "Company").
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 to Purchase.
Number of Shares to be Tendered:______________
SIGN HERE_____________________
DATE _________________________
______________________________
ADDRESS ______________________
______________________________
______________________________
SOCIAL SECURITY NUMBER _________________________
* A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF ANY ASSOCIATED RIGHTS.
UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES AND RIGHTS HELD
BY US FOR YOUR ACCOUNT ARE TO BE TENDERED.
3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or if you do not know
your number, obtain Form SS-5, Application for Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service (the
"IRS") and apply for a number.
Payees specifically exempted from backup withholding on ALL payments by brokers
include the following:
- A corporation.
- A financial institution.
- An organization exempt from a tax under Section 501(a), or an individual
retirement plan or a custodial account under Section 403(b)(7) if the
account satisfies the requirements of Section 401(F)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441.
4
<PAGE>
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign corporations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Section 6041, 6041(A)(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends, or
5
<PAGE>
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
6
PROMISSORY NOTE FOR THE TENDER OF SHARES OF STOCK
IN RIDE, INC. BY SHAREHOLDER ACCEPTING THE TENDER OFFER
DATED APRIL 6, 1999 AND ANY RELATED AMENDMENTS THERETO
BY MINOTAUR CAPITAL, INC.
To: ________________________
Name of Shareholder
The undersigned, being the duly authorized agent of Minotaur Capital,
Inc., a Florida Corporation, hereby agrees to pay to the above named shareholder
the sum of $_____________ in cash on or before the one year anniversary of the
Expiration Date as said term is defined in the Tender Offer dated April 6, 1999,
and any amendments related thereto, as a result of the above referenced
shareholder tendering their shares in Ride, Inc., a Washington corporation to
Minotaur Capital, Inc.
The above referenced payment is calculated based on the above
shareholder tendering _____________ shares of stock in Ride, Inc. to Minotaur
Capital, Inc. and the above shareholder receiving $_________ per share.
This promissory note shall bear no interest rate. Minotaur Capital,
Inc. shall have the right, but not the obligation, to pay off the amounts
promised to be paid in this promissory note before the one year anniversary of
the Expiration Date of the above referenced tender offer. Any payments made by
Minotaur Capital, Inc. under this promissory note shall be made to the last
known address of shareholder as disclosed in the tender offer documents executed
by shareholder with a check for the funds owed to shareholder mailed no later
than the one year anniversary of the above referenced Expiration Date.
I the undersigned authorized agent of Minotaur Capital, Inc. have
executed this promissory note in favor of the above referenced shareholder on
this _____ day of __________, 19_____.
MINOTAUR CAPITAL,INC.
--------------------------------
David J. Feingold
President, Minotaur Capital, Inc.
MINOTAUR CAPITAL,INC. ANNOUNCES $1.25 PER SHARE
TENDER OFFER FOR NASDAQ TRADED RIDE, INC.
(NASDAQ Symbol: RIDE)
Palm Beach Gardens, Fl, April 6, 1999 - Minotaur Capital, Inc. announces that it
has undertaken a tender offer of Ride, Inc. (Nasdaq: RIDE) at a price of $1.25
per share (one dollar and twenty five cents per share). The specifics of the
tender offer are contained in the Offer to Purchase, Letter of Transmittal and
all accompanying documents as required to be filed in Schedule 14D-1 with the
Securities and Exchange Commission. Investors are urged to review these
documents before making any investment decisions.
RIDE, INC. is a Washington corporation involved in the design, manufacturing and
marketing of contemporary sporting goods equipment and apparel for snowboard and
wakeboard consumers. For the period ending December 31, 1998 RIDE had
approximately forty three million dollars worth of total assets and
approximately twenty one million dollars in shareholders' equity. In addition
for the six months ended December 31, 1998 RIDE had sales of approximately
thirty four million dollars and net income of approximately two million dollars.
Any investors interested in information should contact the person listed herein
below or may e-mail a request for information to [email protected]
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including, without
limitation, statements containing the words "believes," "expects," and words of
similar import, constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Contacts: David J. Feingold, Esq.
(561)630-6727
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED
APRIL 6, 1999 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE OFFER IS
NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF
SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN ANY
JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THAT THE OFFER
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF PURCHASER BY ONE OR MORE REGISTERED BROKERS LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FIFTY ONE PERCENT OF THE OUTSTANDING COMMON STOCK OF
RIDE, INC. BY MINOTAUR CAPITAL, INC. FOR $1.25 PER SHARE
Minotaur Capital, Inc., a Florida corporation ("Purchaser") is offering to
purchase fifty one percent of the outstanding shares of common stock, no par
value ("Common Stock"), of RIDE, Inc., a Washington corporation (the "Company"),
at a price of $1.25 per Share, net to the seller in cash, without interest
thereon and payable by a balloon note on the one year anniversary of the
expiration date of the tender offer(the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 6,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
as amended and supplemented from time to time, together constitute the "Offer"
and which are incorporated herein by reference).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON April 30, 1999, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to acquire or influence control of the business
of the subject company.
For purposes of the Offer, Purchaser will be deemed to have accepted for
Tenders of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to 12:00 Midnight, New York City time,
on April 30, 1999 (or the latest time and date at which the Offer, if extended
by Purchaser, shall expire) and, unless theretofore accepted for payment by
Purchaser pursuant to the Offer, may also be
withdrawn at any time after June 4, 1999. In the event of an over subscription,
securities will be accepted on a pro rata basis until April 30, 1999 and any
securities not purchased by May 15, 1999 will be returned.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal, and other Offer materials,
may be directed over the internet to [email protected] or (561)630-6727,
attention David J. Feingold.
