Exhibit (a)(1)(xviii)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
REEDS JEWELERS, INC.
NOT OWNED BY SPARKLE, LLC OR ITS AFFILIATES
AT AN INCREASED PRICE OF $2.05 PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 29, 2004
AS HERETOFORE AMENDED,
AND THE SUPPLEMENT THERETO DATED APRIL 29, 2004
BY
SPARKLE, LLC
THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON THURSDAY, MAY 6, 2004, WHICH DATE MAY BE EXTENDED.
APRIL 29, 2004
To Our Clients:
Enclosed for your consideration is a Supplement dated April 29, 2004 (the “Supplement”) to the Offer to Purchase dated January 29, 2004, (the “Offer to Purchase”) and the related revised (yellow) Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Amended Offer”) in connection with the offer by Sparkle, LLC, a North Carolina limited liability company (“Sparkle”) to purchase all of the outstanding shares of common stock, par value $.10 per share (the “Shares”), of Reeds Jewelers, Inc., a North Carolina corporation (“Reeds”), at an increased price of $2.05 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Amended Offer.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF THE SHARES HELD 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 ENCLOSED 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.
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, upon the terms and subject to the conditions set forth in the Supplement and Offer to Purchase. Your attention is directed to the following:
1. The tender price is $2.05 per Share, net to the seller in cash without interest.
2. The Amended Offer is being made for all outstanding Shares not owned by Sparkle or its subsidiaries.
3. THE AMENDED OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE INDEPENDENT MEMBERS OF THE REEDS’ BOARD OF DIRECTORS OR THE REEDS’ SHAREHOLDERS.
4. THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON THURSDAY, MAY 6, 2004, WHICH DATE MAY BE EXTENDED.
5. The Amended Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn a number of Shares which, excluding the shares beneficially owned by Sparkle and its subsidiaries and certain other persons as set forth in the Offer to Purchase (the “Sparkle Shares”) will constitute at least a majority of those outstanding Shares which are not Sparkle Shares as of the date the Shares are accepted for payment pursuant to the Amended Offer (the “Minimum Tender Condition”), and which will result in Sparkle having acquired, as a result of the Amended Offer, at least 90% of the issued and outstanding Shares as of the date the Shares are accepted for payment pursuant to the Amended Offer. The Amended Offer is also subject to the other conditions set forth in the Supplement. SeeSupplemental Terms of the Tender Offer—Sections 1 (“Terms of the Offer”)and 10 (“Certain Conditions of the Amended Offer”) in the Supplement.
6. Tendering holders of Shares (“Holders”) whose Shares are registered in their own name and who tender directly to Continental Stock Transfer & Trust Company, as depositary (the “Depositary”), 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 Sparkle pursuant to the Amended Offer. However, Federal income tax backup withholding at a rate of 28% may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.
7. Notwithstanding any other provision of the Amended Offer, payment for Shares accepted for payment pursuant to the Amended Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Shares (or a confirmation of a Book-Entry transfer of such Shares (a “Book-Entry Confirmation”) with respect to such Shares into the Depositary’s account at The Depository Trust Company, (b) a Letter of Transmittal (or 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 the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF THE TENDERED SHARES BE PAID BY SPARKLE, REGARDLESS OF ANY EXTENSION OF THE AMENDED OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The Amended Offer is being made only by the Supplement, the Offer to Purchase, the related revised Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of the Shares. Sparkle is not aware of any state where the making of the Amended Offer is prohibited by administrative or judicial action pursuant to a state statute. If Sparkle becomes aware of any state where the making of the Amended Offer is prohibited, Sparkle will make a good faith effort to comply with any such statute. If, after such good faith effort, Sparkle cannot comply with any such statute, the Amended Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state.
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 herein. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
REEDS JEWELERS, INC.
NOT OWNED BY SPARKLE, LLC OR ITS AFFILIATES
BY
SPARKLE, LLC
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to Purchase, dated January 29, 2004 (as heretofore amended, the “Offer to Purchase”), as amended and supplemented by the Supplement thereto, dated April 29, 2004 (the “Supplement”), and the related revised (yellow) Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Amended Offer”) in connection with the offer by Sparkle, LLC, a North Carolina limited liability company (“Sparkle”), to purchase all outstanding shares of common stock, par value $.10 per share (the “Shares”), of Reeds Jewelers, Inc., a North Carolina corporation (“Reeds”), at the increased price of $2.05 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, and the Supplement.
This will instruct you to tender to Sparkle 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 Amended Offer.
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Number of Shares to be Tendered*: |
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Account No.: |
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Signature(s): |
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Dated: |
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Print Name(s): |
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Address(es): |
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Area Code and Telephone Number: |
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Tax Identification or Social Security Number: |
* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.
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