OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
of
OUTBOARD MARINE CORPORATION
at
$18.00 Net Per Share
by
GREENMARINE ACQUISITION CORP.
a wholly-owned subsidiary of
GREENMARINE HOLDINGS LLC
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, SEPTEMBER 8, 1997, UNLESS THE OFFER IS EXTENDED (AS EXTENDED, THE
"EXPIRATION DATE").
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August 8, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Greenmarine Acquisition Corp., a Delaware corporation (the "Offeror") and
wholly-owned subsidiary of Greenmarine Holdings LLC, a Delaware limited
liability company (the "Parent"), is offering to purchase (i) all outstanding
shares of common stock, $0.15 par value per share (the "Shares"), of Outboard
Marine Corporation, a Delaware corporation (the "Company"), at a purchase price
of $18.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 8, 1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith, and (ii) unless and
until the Offeror declares that the Rights Condition (as defined below) is
satisfied, the associated preferred stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of April 24, 1996, as amended (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, as Rights Agent. Holders of Shares or Rights whose certificates for such
Shares (the "Share Certificates") or Rights (the "Rights Certificates") are not
immediately available, or who cannot deliver such certificates and all other
required documents to the Depositary (as defined in the Offer to Purchase) or
complete the procedures for book-entry transfer on or prior to the Expiration
Date must tender their Shares and/or Rights according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. Unless the context
requires otherwise, all references to Shares herein shall include the associated
Rights, and all references to Rights shall include all benefits that may inure
to the holders of Rights pursuant to the Rights Agreement.
The members of the Parent are Quasar Strategic Partners LDC, a Cayman
Islands limited duration company, Quantum Industrial Partners LDC, a Cayman
Islands limited duration company, and Greenlake Holdings LLC, a Delaware
limited liability company.
UNLESS THE RIGHTS ARE REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY,
OR THE OFFEROR IS SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED
SECOND-STEP MERGER (COLLECTIVELY, THE "RIGHTS CONDITION"), 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 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 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 procedures described in Section 3 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 five business days after the date Rights Certificates are
distributed. The Offeror 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 or, if applicable, Rights
Certificates are not immediately available (including, if the Distribution Date
has occurred and Rights Certificates have not yet been distributed), or time
will not permit all required documents to reach the Depositary on or prior to
the Expiration Date or the procedure 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 Section 3 of the
Offer to Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of
documents to a 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) THERE BEING VALIDLY
TENDERED, AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE, THAT NUMBER
OF SHARES THAT, WHEN ADDED TO THE NUMBER OF SHARES BENEFICIALLY OWNED BY THE
OFFEROR AND THE PARENT, WOULD REPRESENT 90% OF ALL OUTSTANDING SHARES ON THE
DATE OF PURCHASE AND, AS A RESULT THEREOF, THE OFFEROR BEING SATISFIED, IN ITS
SOLE DISCRETION, THAT ON THE DATE OF PURCHASE IT WILL BE ABLE TO CONSUMMATE THE
PROPOSED SECOND-STEP MERGER AS A "SHORT-FORM MERGER" PURSUANT TO THE PROVISIONS
OF SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW IMMEDIATELY AFTER
CONSUMMATION OF THE OFFER, (2) THE RIGHTS CONDITION BEING SATISFIED, (3) THE
OFFEROR BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROPOSED MERGER CAN
BE CONSUMMATED WITHOUT THE NEED FOR A SUPERMAJORITY VOTE OF THE COMPANY'S
STOCKHOLDERS PURSUANT TO ARTICLE EIGHTEENTH OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, (4) THE PURCHASER SHALL HAVE RECEIVED THE LOAN
PROCEEDS COMMITTED TO BE PROVIDED BY AMERICAN FINANCIAL GROUP, INC. ("AFG") IN
ACCORDANCE WITH THE COMMITMENT LETTER ISSUED BY AFG TO THE PURCHASER, DATED
AUGUST 7, 1997, (5) THE OFFEROR BEING SATISFIED, IN ITS SOLE DISCRETION, THAT,
UPON CONSUMMATION OF THE OFFER AND THE PROPOSED MERGER, THE COMPANY WILL NOT BE
IN DEFAULT UNDER ANY INSTRUMENT EVIDENCING THE COMPANY'S THEN OUTSTANDING
INDEBTEDNESS, OR, IF IN DEFAULT, THE OFFEROR AND THE PARENT HAVING OBTAINED,
PRIOR TO THE EXPIRATION DATE, ON TERMS REASONABLY ACCEPTABLE TO THE PARENT,
SUFFICIENT FINANCING TO ENABLE THE COMPANY TO REFINANCE OR REDEEM ANY SUCH
INDEBTEDNESS UPON CONSUMMATION OF THE OFFER AND THE PROPOSED MERGER, AND (6)
THE OFFEROR BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PREVIOUSLY
ANNOUNCED AGREEMENT AND PLAN OF MERGER BETWEEN THE COMPANY AND DETROIT DIESEL
CORPORATION HAS BEEN TERMINATED IN ACCORDANCE WITH ITS TERMS. THE OFFER IS ALSO
SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. SEE
THE INTRODUCTION AND SECTIONS 1, 12, 14 AND 15 OF THE OFFER TO PURCHASE.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares or Rights 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:
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1. The Offer to Purchase, dated August 8, 1997.
2. The Letter of Transmittal to tender Shares and Rights for your use
and for the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares and Rights.
3. The Notice of Guaranteed Delivery for Shares and Rights to be used to
accept the Offer if Share Certificates or Rights Certificates are not
immediately available (including if Rights Certificates have not yet been
distributed), or if such certificates and all other required documents
cannot be delivered to the Depositary on or prior to the Expiration Date or
if the procedure for book-entry transfer cannot be completed on or prior to
the Expiration Date.
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares or Rights registered in your name, including an
instruction form for obtaining such clients' instructions with regard to
the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to the 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 EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 8, 1997, UNLESS THE
OFFER IS EXTENDED.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission"), the Offeror expressly reserves the
right, in its sole discretion, at any time and from time to time, to extend the
period during which the Offer is open for any reason, including the occurrence
of any of the conditions specified in Section 14 of the Offer to Purchase, by
giving oral or written notice of such extension to the Depositary. During any
such extension, all Shares and Rights previously tendered and not withdrawn
will remain subject to the Offer and subject to the right of a tendering
stockholder to withdraw such stockholder's Shares and Rights. UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES,
WHETHER OR NOT THE OFFEROR EXERCISES ITS RIGHTS TO EXTEND THE OFFER.
Subject to the applicable rules and regulations of the Commission, the
Offeror also expressly reserves the right, in its sole discretion, at any time
and from time to time, to (1) delay acceptance for payment of or, regardless of
whether such Shares or Rights were theretofore accepted for payment, payment
for any Shares or Rights pending receipt of any regulatory or governmental
approvals specified in Section 15 of the Offer to Purchase, (2) terminate the
Offer (whether or not any Shares or Rights have theretofore been accepted for
payment) if any of the conditions referred to in Section 14 of the Offer to
Purchase have not been satisfied or upon the occurrence of any of the events
specified in Section 14 of the Offer to Purchase and (3) waive any condition or
otherwise amend the Offer in any respect, in each case by giving oral or
written notice of such delay, termination, waiver or amendment to the
Depository and by making a public announcement thereof.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or facsimile thereof) and any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares and Rights, and any
other required documents should be sent to the Depositary, and (ii) either Share
Certificates and Rights Certificates representing the tendered Shares and Rights
should be delivered to the Depositary, or such Shares or Rights should be
tendered by book-entry transfer into the Depositary's account maintained at one
of the Book-Entry Transfer Facilities (as described in the Offer to Purchase),
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
If holders of Shares or Rights wish to tender, but it is impracticable for
them to forward their Share Certificates or Rights Certificates or other
required documents on or prior to the Expiration Date or to comply with the
book-entry transfer procedures on a timely basis, a tender may be effected by
following the guaranteed delivery procedures specified in Section 3 of the
Offer to Purchase.
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The Offeror will not pay any fees or commissions to any broker, dealer or
any other person for soliciting tenders of Shares or Rights pursuant to the
Offer. The Offeror will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your customers. The Offeror will pay or cause to be paid any stock
transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to Xxxxxxxxx & Company Inc., as the Information Agent, at the address and
telephone number set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent.
Very truly yours,
Greenmarine Acquisition Corp.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE OFFEROR, THE DEPOSITARY, THE INFORMATION
AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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