OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
AND
SERIES A CONVERTIBLE PREFERRED SHARES
OF
ACME-CLEVELAND CORPORATION
AT
$27 NET PER SHARE
BY
WEC ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
XXXXXXX CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON WEDNESDAY, APRIL 3, 1996, UNLESS THE OFFER IS EXTENDED.
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March 7, 1996
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March 7,
1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer") in connection
with the Offer by WEC Acquisition Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Xxxxxxx Corporation, a Delaware
corporation ("Parent"), to purchase all outstanding common shares, par
value $1 per share (the "Common Shares") and all outstanding Series A
Convertible Preferred Shares, without par value (the "Preferred Shares" and,
together with the Common Shares, the "Shares"), of Acme-Cleveland Corporation,
an Ohio corporation (the "Company"), at a price of $27 per Share, net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase.
Shareholders whose certificates evidencing Shares ("Share Certificates")
are not immediately available or who cannot deliver their Share Certificates
and all other documents required by the Letter of Transmittal to the
Depositary prior to the Expiration Date (as defined in the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer to the Depositary's account at a Book-Entry Transfer Facility (as
defined in Section 2 of the Offer to Purchase) on a timely basis and who wish
to tender their Shares must do so pursuant to the guaranteed delivery
procedure described in Section 2 of the Offer to Purchase. See Instruction 2
of the Letter of Transmittal. Delivery of documents to a Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility's procedures
does not constitute delivery to the Depositary.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD
BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE 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 BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf 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 to Purchase.
Your attention is invited to the following:
1. The tender price is $27 per Share, net to the seller in cash,
without interest thereon.
2. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Wednesday, April 3, 1996, unless the Offer is extended.
3. The Offer is being made for all outstanding Shares.
4. The Offer is conditioned upon, among other things, (1) there being
validly tendered a number of Shares which, when added to the Shares
beneficially owned by Parent, would represent at least a majority of the
Shares outstanding on a fully diluted basis on the date of purchase, (2)
the acquisition of Shares pursuant to the Offer being authorized by the
shareholders of the Company pursuant to the Ohio Control Share Acquisition
Law or the Purchaser being satisfied, in its sole discretion, that the
Ohio Control Share Acquisition Law is invalid or inapplicable to such
acquisition and (3) the Purchaser being satisfied, in its sole discretion,
that, after consummation of the Offer, the restrictions contained in the
Ohio Business Combination Law will not apply to the Purchaser's proposed
merger with the Company. See Section 14 of the Offer to Purchase.
5. The Offer is not conditioned on the receipt of financing.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter
of Transmittal. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares 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. Neither the
Purchaser nor Parent is aware of any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. To the extent the Purchaser or Parent becomes aware of any
state law that would limit the class of offerees in the Offer, the Purchaser
will amend the Offer and, depending on the timing of such amendment, if any,
will extend the Offer to provide adequate dissemination of such information
to such holders of shares prior to the expiration of the Offer. In any
jurisdiction the securities, blue sky or other laws of which require the
Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of the Purchaser by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the instruction form contained
in this letter. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
AND
SERIES A CONVERTIBLE PREFERRED SHARES
OF
ACME-CLEVELAND CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated March 7, 1996, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"), in
connection with the Offer by WEC Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Xxxxxxx
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
common shares, par value $1 per share (the "Common Shares"), and all
outstanding Series A Convertible Preferred Shares, without par value (the
"Preferred Shares" and, together with the Common Shares, the "Shares"), of
Acme-Cleveland Corporation, an Ohio corporation (the "Company"), at a price
equal to $27 per Share, net to the seller in cash.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Number of Shares to be Tendered*
________________________ Shares
Account Number: __________________
Dated: ______________________, 1996
SIGN HERE
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Signature(s)
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Please type or print name(s)
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Please type or print
address(es) here
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Area Code and Telephone Number
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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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