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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
R.H. PHILLIPS, INC.
AT
$7.00 NET PER SHARE
BY
TOAST ACQUISITION COMPANY, INC.
A WHOLLY OWNED SUBSIDIARY OF
VINCOR HOLDINGS, INC.
AN AFFILIATE OF
VINCOR INTERNATIONAL INC.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 4, 2000, UNLESS THE OFFER IS EXTENDED.
September 7, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated
September 7, 2000 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") in connection with the offer by Toast
Acquisition Company, Inc., a California corporation ("Purchaser"), a wholly
owned subsidiary of Vincor Holdings, Inc., and an affiliate of Vincor
International Inc., to purchase all of the outstanding shares of common stock,
no par value (the "Shares"), of R.H. Phillips, Inc. (the "Company") at a price
of $7.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and conditions set forth in the Offer. We are the holder of record of
the Shares held for your account. A tender of such Shares can be made only by us
as the holder of record and pursuant to your instructions. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE OFFER
AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS AND UNANIMOUSLY HAS APPROVED THE OFFER AND RECOMMENDS THAT
SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
PLEASE NOTE CAREFULLY THE FOLLOWING:
1. The tender price is $7.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions
set forth in the Offer.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New
York City time, on Wednesday, October 4, 2000, unless the Offer is
extended.
3. The Offer is being made for all of the Shares.
4. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE
BEING VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION
OF THE OFFER A NUMBER OF SHARES WHICH CONSTITUTES AT LEAST 90% OF THE
OUTSTANDING SHARES ON A FULLY DILUTED BASIS, EXCLUDING OPTIONS AND
WARRANTS
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TENDERED FOR CANCELLATION, AND (2) THE EXPIRATION OR TERMINATION OF ANY
APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED. CERTAIN DIRECTORS AND SHAREHOLDERS
HOLDING APPROXIMATELY 33.2% OF THE CURRENTLY OUTSTANDING SHARES AND 29.5%
OF THE SHARES ON A FULLY DILUTED BASIS HAVE AGREED TO TENDER THEIR
SHARES. SEE INTRODUCTION AND SECTIONS 1 AND 13 IN THE OFFER TO PURCHASE.
5. Any brokerage fees, commissions or stock transfer taxes
applicable to the sale of the Shares to Purchaser pursuant to the Offer
will be paid by Purchaser, except as otherwise provided in Instruction 7
of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize tender of your Shares, all such Shares will be tendered unless
otherwise specified on the instruction form set forth below.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 4, 2000, UNLESS PURCHASER EXTENDS THE OFFER.
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 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.
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INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
R.H. PHILLIPS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated September 7, 2000, and the related Letter of Transmittal in
connection with the offer by Toast Acquisition Company, Inc., a California
corporation, a wholly owned subsidiary of Vincor Holdings, Inc. and an affiliate
of Vincor International Inc., to purchase all of the outstanding shares of
common stock, no par value (the "Shares") of R.H. Phillips, Inc.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number(1) of Shares to be Tendered: ------- Shares
Account Number: ---------------------------------------------
Dated: ------------------------, 2000
SIGN HERE
Signature(s):
Print Name(s):
Print Address(es):
Area Code and Telephone No.:
Taxpayer ID No. or Social Security No.:
(1)Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
