OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ABT BUILDING PRODUCTS CORPORATION
BY
STRIPER ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY
OF
LOUISIANA-PACIFIC CORPORATION
AT
$15.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, FEBRUARY 23, 1999, UNLESS THE OFFER IS EXTENDED.
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To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated January 25,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") and other materials relating to the offer by Striper Acquisition, Inc.,
a Delaware corporation ("Purchaser") and a wholly owned subsidiary of
Louisiana-Pacific Corporation, a Delaware corporation ("Parent"), to purchase
all of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of ABT Building Products Corporation, a Delaware corporation (the
"Company"), at a purchase price of $15.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer. 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 for the Offer (the "Depositary") or
complete the procedures for book-entry transfer on or 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 accompanying
this letter is furnished to you for your information only and cannot be used by
you to tender Shares held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
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.
Your attention is directed to the following:
1. The tender price is $15.00 per Share, net to the seller in cash.
2. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the Expiration Date
that number of Shares which (together with any Shares then owned by Parent
or any of its subsidiaries) constitutes a majority of the Shares outstanding
on a fully-diluted basis on the date of purchase. The Offer is also subject
to certain other conditions. See Section 14 of the Offer to Purchase.
3. The Offer is being made for all outstanding Shares.
4. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by 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 10
of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Tuesday, February 23, 1999, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously determined
that the Offer and the Merger (as defined in the Offer to Purchase) are fair
to, and in the best interests of, the Company's stockholders, has
unanimously approved the Merger Agreement (as defined in the Offer to
Purchase), and the transactions contemplated by the Merger Agreement,
including the Offer and the Merger, and unanimously recommends that the
Company's stockholders accept the Offer and tender all of their Shares
pursuant to the Offer.
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 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 an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer, 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.
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 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 the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Xxxxxxx, Xxxxx & Co., the Dealer
Managers of the Offer, or one or more registered brokers or dealers licensed
under the laws of such jurisdictions.
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. Please forward your instructions to
us in ample time to permit us to submit a tender on your behalf prior to the
Expiration Date. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES
WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE INSTRUCTION FORM SET FORTH
BELOW.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
ABT BUILDING PRODUCTS CORPORATION
BY
STRIPER ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY
OF
LOUISIANA-PACIFIC CORPORATION
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated January 25, 1999, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Striper Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Louisiana-Pacific
Corporation, a Delaware corporation, to purchase all of the outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of ABT Building
Products Corporation, a Delaware corporation.
This will instruct you to tender to the 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.
Number of Shares to be Tendered:* ______________________________________________
Date: __________________________________________________________________________
________________________________________________________________________________
SIGN HERE
Signature(s): __________________________________________________________________
Print Name(s): _________________________________________________________________
Print Address(es): _____________________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
