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Exhibit (a)(1)(D)
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 Brokers, Dealers, Banks,
Trust Companies and other Nominees:
We, Chase Acquisition Corporation, a Delaware corporation (the "Purchaser")
and a majority-owned subsidiary of Court Square Capital Limited, a Delaware
corporation ("Court Square"), are offering to purchase (1) 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 Purchaser's Offer to Purchase dated January 2,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer"). 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
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
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execution of the Notice of Guaranteed Delivery and (2) three business days
after the date Rights Certificates are 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.
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
herein, (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.
Please furnish copies of the enclosed materials to those of your clients for
whom you hold Shares and Rights registered in your name or in the name of your
nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. Offer to Purchase dated January 2, 2001;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal with
original signatures and all required signature guarantees may be used to
tender the Shares and Rights);
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares and Rights in your name or in the name of a nominee,
with space provided for obtaining such client's instructions with regard to
the Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and Rights are not immediately available (including if
the Distribution Date has occurred but Rights Certificates have not yet been
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distributed) or if time will not permit all required documents to reach the
Depositary by the Expiration Date or if the procedures for book-entry transfer
cannot be completed on a timely basis.
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. Return envelope addressed to Mellon Investor Services, L.L.C., as
Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 31, 2001,
UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares and Rights accepted for payment pursuant to
the Offer will be made only after timely receipt by 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,
with any required signature guarantees, or, in the case of a book-entry
transfer effected pursuant to the procedure 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 ON THE PURCHASE PRICE OF THE
SHARES BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.
Neither the Purchaser nor Court Square will pay any fees or commissions to
any broker or dealer or other person (other than the Depositary and
Information Agent, as described in the Offer to Purchase) in connection with
the solicitation of tenders of Shares pursuant to the Offer. You will be
reimbursed by the Purchaser upon request for customary mailing and handling
expenses incurred by you in forwarding the enclosed Offer materials to your
customers.
The Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
If holders of Shares and Rights wish to tender, but it is impracticable for
them to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified in "THE TENDER OFFER--Procedures for Accepting
the Offer and Tendering Shares and Rights" of the Offer to Purchase.
Questions and requests for additional copies of the enclosed material may be
directed to the Information Agent at its address and telephone numbers set
forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
CHASE ACQUISITION CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, COURT SQUARE, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE THEREOF OR AUTHORIZE YOU OR
ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF
OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND
THE STATEMENTS CONTAINED THEREIN.
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