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Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH
UP TO AN AGGREGATE OF 2,300,000 OUTSTANDING SHARES OF COMMON STOCK
(Including the Related Preferred Stock Purchase Rights)
of
CHASE INDUSTRIES INC.
at
$10.50 NET PER SHARE
by
CHASE ACQUISITION CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, JANUARY 31, 2001, UNLESS THE OFFER IS EXTENDED.
January 2, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated January 2,
2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to the Offer by Chase Acquisition Corporation, a
Delaware corporation (the "Purchaser") and a majority-owned subsidiary of
Court Square Capital Limited, a Delaware corporation ("Court Square"), to
purchase up to an aggregate of 2,300,000 shares ("Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of Chase Industries Inc., a
Delaware corporation (the "Company"), and (2) the related rights to purchase
shares of Junior Participating Preferred Stock of the Company (the "Rights")
issued pursuant to the Rights Agreement for such Rights, by and between the
Company and Mellon Investor Services LLC, as Rights Agent (as amended from
time to time, the "Rights Agreement"), at a price of $10.50 per Share, net to
the seller in cash, without interest (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal. Unless the context otherwise requires, all references
to the Shares shall be deemed to include the associated Rights, and all
references to the Rights shall be deemed to include the benefits that may
inure to holders of the Rights pursuant to the Rights Agreement.
Unless the Rights are redeemed prior to the Expiration Date, holders of
Shares will be required to tender one associated Right for each Share tendered
in order to effect a valid tender of such Share. Accordingly, stockholders who
sell their Rights separately from their Shares and do not otherwise acquire
Rights may not be able to satisfy the requirements of the Offer for the tender
of Shares. If the Distribution Date (as defined in the Offer to Purchase) has
not occurred prior to the Expiration Date, a tender of Shares will also
constitute a tender of the associated Rights. If the Distribution Date has
occurred and Rights Certificates (as defined in the Offer to Purchase) have
been distributed to holders of Shares prior to the time a holder's Shares are
purchased pursuant to the Offer, in order for Rights (and the corresponding
Shares) to be validly tendered, Rights Certificates representing a number of
Rights equal to the number of Shares tendered must be delivered to the
Depositary (as defined in the Offer to Purchase) or, if available, a Book-
Entry Confirmation (as defined in the Offer to Purchase) must be received by
the Depositary with respect thereto. If the Distribution Date has occurred and
Rights Certificates have not been distributed prior to the time Shares are
purchased pursuant to the Offer, Rights may be tendered prior to a stockholder
receiving Rights Certificates by use of the guaranteed delivery procedure
described in "THE TENDER OFFER--Procedures for Accepting the Offer and
Tendering Shares and Rights" of the Offer to Purchase. In any case, a tender
of Shares constitutes an agreement by the tendering stockholder to deliver
Rights Certificates representing a number of Rights equal to the number of
Shares tendered pursuant to the Offer to the Depositary within a period ending
on the later of (1) three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery and (2) three business days after the date
Rights Certificates are
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distributed. An "NYSE trading day" is a day on which the New York Stock
Exchange is open for business. The Purchaser reserves the right to require
that the Depositary receive Rights Certificates, or a Book-Entry Confirmation,
if available, with respect to such Rights prior to accepting the related
Shares for payment pursuant to the Offer if the Distribution Date has occurred
prior to the Expiration Date.
If a stockholder desires to tender Shares and Rights pursuant to the Offer
and such stockholder's Share Certificates (as defined in the Offer to
Purchase) or, if applicable, Rights Certificates are not immediately available
(including if the Distribution Date has occurred but Rights Certificates have
not yet been distributed) or time will not permit all required documents to
reach the Depositary prior to the Expiration Date or the procedures for book-
entry transfer cannot be completed on a timely basis, such Shares or Rights
may nevertheless be tendered according to the guaranteed delivery procedures
set forth in "THE TENDER OFFER--Procedures for Accepting the Offer and
Tendering Shares and Rights" of the Offer to Purchase. See Instruction 2 of
the Letter of Transmittal. Delivery of documents to the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) in accordance with the Book-
Entry Transfer Facility's procedures does not constitute delivery to the
Depositary.
WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF SHARES AND RIGHTS HELD BY
US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES AND RIGHTS 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
TO TENDER SHARES AND RIGHTS HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares and Rights held by us for your account pursuant to the terms and
conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $10.50 per Share, including the associated Right, net
to the seller in cash, without interest.
2. The Offer is being made for up to an aggregate of 2,300,000 Shares.
3. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, JANUARY 31, 2001 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY
THE PURCHASER, WILL EXPIRE.
4. The Offer is conditioned upon, among other things, (1) the Company's
Board of Directors redeeming the Rights or the Purchaser being
satisfied, in its sole discretion, that the Rights have been invalidated
or are otherwise inapplicable to the Offer and the proposed second-step
merger described in the Offer to Purchase, (2) the Purchaser having
received sufficient funding, on terms at least as favorable to the
Purchaser as are contained in the commitment letters received from PNC
Bank, to pay for all Shares tendered pursuant to the Offer and not
validly withdrawn and to pay all fees and expenses related to the Offer
and being satisfied that it will have funding available following the
Offer sufficient to fund the proposed second-step merger and the ongoing
working capital needs of the Company, (3) the Purchaser being satisfied,
in its sole discretion, that, after consummation of the Offer, Section
203 of the Delaware General Corporation Law will not prohibit for any
period of time, or impose any voting requirements in excess of majority
stockholder approval with respect to, the proposed second-step merger or
any other business combination involving the Company and the Purchaser
or any other subsidiary of Court Square and (4) the expiration or
termination of all waiting periods imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the regulations
thereunder with respect to the Offer, the contribution of shares of
Common Stock to the Purchaser by Court Square and the conversion of
shares of non-voting common stock, par value $0.01 per share, of the
Company held by Court Square to voting shares of Common Stock.
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5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions to Depositary or the Information Agent or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes on
the purchase of Shares and Rights by the Purchaser pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31%
may be required, unless an exemption is provided or unless the required
taxpayer identification information is provided. See Instruction 9 of
the Letter of Transmittal.
If you wish to have us tender any of or all the Shares and Rights held by us
for your account, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part hereof. An
envelope to return your instructions to us is enclosed. If you authorize the
tender of your Shares and Rights, all such Shares and Rights will be tendered
unless otherwise specified on the final page hereof. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION DATE.
In all cases, payment for Shares and Rights accepted for payment pursuant to
the Offer will in all cases be made only after timely receipt by Mellon
Investor Services, L.L.C. (the "Depositary") of (a) certificates for (or a
timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to) such Shares and Rights, (b) a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, together with any
required signature guarantees, or, in the case of a book-entry transfer
effected pursuant to the procedures set forth in "THE TENDER OFFER--Procedures
for Accepting the Offer and Tendering Shares and Rights" of the Offer to
Purchase, an Agent's Message (as defined in the Offer to Purchase) and (c) any
other documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when Share
Certificates, Rights Certificates or Book-Entry Confirmations with respect to
Shares or, if applicable, Rights, are actually received by the Depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER
OR ANY DELAY IN MAKING SUCH PAYMENT.
The 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 the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Shares and Rights
pursuant thereto, the Purchaser will make a good faith effort to comply with
such state statute. If, after such good faith effort the 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 and Rights 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 is
being made on behalf of the Purchaser by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
Up to an Aggregate of 2,300,000 Outstanding Shares of Common Stock
(Including the Related Preferred Stock Purchase Rights)
of
CHASE INDUSTRIES INC.
at
$10.50 NET PER SHARE
by
CHASE ACQUISITION CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Chase Acquisition Corporation, a Delaware corporation (the "Purchaser"),
dated January 2, 2001 (the "Offer to Purchase") and the related Letter of
Transmittal relating the offer by the Purchaser to purchase (1) up to an
aggregate of 2,300,000 shares of common stock, par value $0.01 per share (the
"Shares"), of Chase Industries Inc., a Delaware corporation (the "Company")
and (2) the related rights to purchase shares of Junior Participating
Preferred Stock of the Company (the "Rights") issued pursuant to the Rights
Agreement, for such Rights, by and between the Company and Mellon Investor
Services LLC, as Rights Agent.
This will instruct you to tender the number of Shares and Rights indicated
below held by you for the account of the undersigned, on the terms and subject
to the conditions set forth in the Offer to Purchase and related Letter of
Transmittal.
SIGN HERE
NUMBER OF SHARES AND -------------------------------------
RIGHTS TO BE TENDERED: -------------------------------------
Signature(s)
SHARES*: ______________________ -------------------------------------
RIGHTS*: ______________________ -------------------------------------
Please Type or Print Name(s)
-------------------------------------
-------------------------------------
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Type or Print Address(es)
-------------------------------------
Area Code and Telephone No.
-------------------------------------
Taxpayer Identification or Social
Security No.
Dated: , 2001
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* Unless otherwise indicated, it will be assumed that all your Shares and
Rights are to be tendered.
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