Offer to Purchase for Cash
Up to 2,000,000 Shares of its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
[LOGO]
AT A PRICE NOT GREATER THAN $31.00 NOR LESS THAN $27.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON WEDNESDAY, OCTOBER 7, 1998, UNLESS THE OFFER IS EXTENDED.
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September 9, 1998
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
The West Company, Incorporated, a Pennsylvania corporation (the "Company"),
has appointed us to act as Dealer Manager in connection with its offer to
purchase up to 2,000,000 shares of its common stock, par value $.25 per share
(the "Shares" or the "Common Stock"), at a price, net to the seller in cash, not
greater than $31.00 nor less than $27.00 per Share, upon the terms and subject
to the conditions set forth in the Company's Offer to Purchase, dated September
9, 1998, and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per-Share price (not greater than $31.00 nor less than
$27.00 per Share), net to the Seller in cash (the "Purchase Price"), that it
will pay for Shares properly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 2,000,000 Shares properly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are properly tendered
at prices not greater than $31.00 nor less than $27.00 per Share). The Company
will pay the Purchase Price for all Shares properly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the proration terms thereof. The Company
reserves the right in its sole discretion, to purchase more than 2,000,000
Shares pursuant to the Offer. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date, more than 2,000,000 Shares (or such
greater number of Shares as the Company elects to purchase) are properly
tendered and not withdrawn at or below the Purchase Price, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase in the following order of priority: (a) first, from Odd Lot Owners (as
defined in Section 1 of the Offer to Purchase) who properly tender their Shares
at or below the Purchase Price; and (b) second, on a pro rata basis from all
other shareholders whose Shares are properly tendered at or below the Purchase
Price and not withdrawn. See Introduction and Section 1 of the Offer to
Purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 5 OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated September 9, 1998;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
3. Letter to Shareholders of the Company, dated September 9, 1998,
from Xxxxxxx X. Xxxxxx, Chairman and Chief Executive Officer of the
Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9 and guidelines);
and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
transfer cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON WEDNESDAY, OCTOBER 7, 1998, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any other
person for soliciting tenders of Shares pursuant to the Offer other than fees
paid to the Dealer Manager, the Information Agent or the Depositary as described
in Section 15 of the Offer to Purchase. The Company will, however, upon request,
reimburse you for reasonable and necessary costs and expenses incurred by you in
forwarding any of the enclosed materials to the beneficial owners of Shares held
by you as a nominee or in a fiduciary capacity. The Company will pay or cause to
be paid any stock transfer taxes applicable to its purchase of Shares, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 2 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer if such tenders are made by or
through a broker or dealer which is a member firm of a registered national
securities exchange, a member of the Stock Transfer Association's approved
medallion program (such as STAMP, SEMP or MSP) or a commercial bank or trust
company having an office, branch or agency in the United States. Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the "Book-Entry Transfer Facility"
described in Section 2 of the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal must be received by the Depositary within
three New York Stock Exchange, Inc. trading days after timely receipt by the
Depositary of a properly completed and duly executed Notice of Guaranteed
Delivery.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent Shareholder Communications Corporation, telephone: (888)
000-0000 (toll free).
Very truly yours,
Warburg Dillon Read LLC
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
