OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
TRISTAR AEROSPACE CO.
AT
$9.50 NET PER SHARE
BY
ALLIEDSIGNAL ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ALLIEDSIGNAL INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, DECEMBER 6, 1999, UNLESS EXTENDED.
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November 5, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
5, 1999 (the 'Offer to Purchase'), and the related Letter of Transmittal (which
together constitute the 'Offer') relating to the offer by AlliedSignal
Acquisition Corp., a Delaware corporation ('Offeror') and wholly owned
subsidiary of AlliedSignal Inc., a Delaware corporation ('Parent'), to purchase
all of the outstanding shares of Common Stock, $0.01 par value per share (the
'Shares'), of TriStar Aerospace Co., a Delaware corporation (the 'Company'), at
a price of $9.50 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer. The Offer is being made in
connection with the Agreement and Plan of Merger, dated as of October 31, 1999,
among Parent, Offeror, and the Company (the 'Merger Agreement'). Holders of
Shares whose certificates for such Shares (the 'Certificates') are not
immediately available or who cannot deliver their Certificates and all other
required documents to the Depositary or complete the procedures for book-entry
transfer prior to the Expiration Date (as defined in the Offer to Purchase) must
tender their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES 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 TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf any or all of the Shares held by us for your account, pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $9.50 per Share, net to the seller in cash.
2. The Offer is subject to a Minimum Condition (as defined in the
Offer to Purchase) and certain other conditions. See Sections 1 and 15 of
the Offer to Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. 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, transfer taxes on the purchase of Shares by Offeror
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
10 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Monday, December 6, 1999, unless the Offer is extended.
6. The Board of Directors of the Company (the 'Board') has unanimously
approved the Offer and the Merger (as defined in the Offer to Purchase),
has determined that the Merger Agreement and the Offer are fair to and
advisable and in the best interests of the Company and its stockholders and
has resolved to recommend acceptance of the Offer to the Company's
stockholders, and that the stockholders tender their Shares in the Offer
and, if applicable, vote to approve and adopt the Merger Agreement and the
Merger.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) Certificates pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, or a timely
Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase)
with respect to such Shares, (b) the Letter of Transmittal (or a manually
signed 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 (as defined in Section 2 of the Offer to Purchase) and (c)
any other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering stockholders at the same time
depending upon when Certificates are actually received by the Depositary.
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 set forth below. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below. YOUR
INSTRUCTIONS TO US SHOULD BE FORWARDED PROMPTLY TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, Offeror may,
in its discretion, take such action as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of shares in such
jurisdiction.
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 will be deemed to
be made on behalf of Offeror 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
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
TRISTAR AEROSPACE CO.
BY
ALLIEDSIGNAL ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase of AlliedSignal Acquisition Corp., dated November 5, 1999, and the
related Letter of Transmittal (which together constitute the 'Offer') in
connection with the offer by AlliedSignal Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of AlliedSignal Inc., a Delaware
corporation, to purchase all outstanding shares of Common Stock (the 'Shares'),
of TriStar Aerospace Co., a Delaware corporation.
This will instruct you to tender to Offeror 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.
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Number of Shares to be Tendered:* __________
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SIGN HERE
Account Number: ________________________________ ______________________________________
Date: ________________________________, ________ ______________________________________
Signature(s)
______________________________________
______________________________________
(Print Name(s))
______________________________________
______________________________________
(Print Address(es))
______________________________________
(Area Code and Telephone Number(s))
______________________________________
(Taxpayer Identification or
Social Security Number(s))
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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