OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BUSINESS RESOURCE GROUP
AT
$9.25 NET PER SHARE
BY
BRG ACQUISITION CORPORATION
WHICH IS OWNED BY
BR HOLDINGS LLC
A SUBSIDIARY OF
THREE CITIES FUND III, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, AUGUST 11, 2000, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated July 14,
2000 (the "Offer to Purchase"), and a related Letter of Transmittal (which terms
and conditions constitute the "Offer Documents") relating to the offer by BRG
Acquisition Corporation, a Delaware corporation (the "Purchaser") which is owned
by BR Holdings LLC, a subsidiary of Three Cities Fund III, L.P., to purchase all
outstanding shares of common stock, par value $.01 per share (the "Shares"), of
Business Resource Group, a California corporation (the "Company"), at a price of
$9.25 per Share net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF THOSE 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.
Accordingly, we request instructions as to whether you wish to have us
tender, on your behalf, any or all other Shares held by us for your account
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The Offer Price is $9.25 per Share, net to you in cash, upon the terms
and subject to the conditions set forth in the Offer.
2. The Board of Directors of the Company (with the three directors who will
acquire interests in one or both of the purchaser's parents being absent
or not voting), based on a recommendation of a special committee
(1) has approved the Offer and the Merger (as defined below), (2) has
determined that the terms of the Offer and the Merger are fair to, and
in the best interests of, the Company's shareholders and (3) recommends
that the Company's shareholders accept the Offer and tender their Shares
in response to the Offer.
3. The Offer is being made for all outstanding Shares.
4. If at least 51% of the outstanding Common that the Purchaser and BR
Holdings LLC did not own or have agreements to purchase as of July 13,
2000 are properly tendered and not withdrawn, and the Purchaser
purchases the tendered Shares, the Purchaser and its shareholder will
take all steps in their power
(including voting their Shares) to cause the Purchaser to be merged with
the Company in a transaction (the "Merger") in which the shareholder of
the Purchaser will own all the stock of the corporation which results
from the Merger (essentially, the Company), and the other shareholders
of the Company will receive the same amount of cash per Share as is paid
for Shares tendered in response to the Offer; the Merger may be
immediately preceded by the reincorporation of the Company into
Delaware. If the Shares which are properly tendered and not withdrawn
are less than 51% of the outstanding Shares that the Purchaser and BR
Holdings LLC did not own or have agreements to purchase as of July 13,
2000, the Purchaser may not proceed with the purchase of the tendered
securities without consent of the Company.
5. The Offer is conditioned upon, among other things, (1) the expiration or
termination of all waiting periods imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and (2) the satisfaction
or waiver of certain conditions to the obligations of the Purchaser and
the Company to consummate the Offer and the transactions contemplated by
the Merger Agreement. The Offer is conditioned on, among other things,
at least 51% of the Shares not owned by BR Holdings LLC being properly
tendered and not withdrawn, and the absence of a material adverse chance
since July 7, 2000. The Offer is not conditioned on the Purchaser's
obtaining financing.
6. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer.
7. The Offer and withdrawal rights will expire at 5:00 P.M., New York City
time, on August 11, 2000, unless the Offer is extended in accordance
with the terms of the Merger Agreement. The Merger Agreement permits the
Purchaser to extend the Offer until up to 60 days after the date of the
Offer to Purchase, and after that with the consent of the Company.
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. If you authorize the tender of such
Shares which we hold, all your Shares which we hold 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 of the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered Shares, if and when the Purchaser
gives oral or written notice to the Depositary of the Purchaser's acceptance of
the tendered Shares for payment. Payment for Shares purchased pursuant to the
Offer will not be made until American Stock Transfer and Trust Company (the
"Depositary") receives (a) Share Certificates (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) after transfer of the Shares
into the account maintained by the Depositary at the Depository Trust Company),
pursuant to the procedures set forth in Section 9 of the Offer to Purchase,
(b) the Letter of Transmittal (or a 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 delivery, and
(c) any other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering shareholders at the same time,
depending upon when certificates for or Book Entry Confirmations of transfers
into the Depositary's account at the Depositary Trust Company are actually
received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE OF THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY
DELAY IN MAKING SUCH PAYMENT.
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 the acceptance of tendered shares would not be in compliance with
the laws of that jurisdiction. In any jurisdiction where securities, blue-sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BUSINESS RESOURCE GROUP
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated July 14, 2000, and the related Letter of Transmittal,
in connection with the offer by BRG Acquisition Corporation, a Delaware
corporation (the "Purchaser") which is owned by BR Holdings LLC, a Delaware
limited liability company (the "Parent"), a subsidiary of Three Cities Fund III,
L.P., a Delaware limited liability company, to purchase all outstanding shares
of common stock, par value $.01 per share (the "Shares"), of Business Resource
Group, a California corporation, which are not already owned by the Purchaser or
the Parent.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all the Shares) which you
are holding 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 Numbers
______________________________________________
Taxpayer Identification
or Social Security Number(s)
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