OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BRISTOL HOTELS & RESORTS
AT
$9.50 NET PER SHARE
BY
BHR NORTH AMERICA, INC.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF
BASS PLC
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated March 6,
2000 and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the offer by BHR North America, Inc., a Delaware
corporation (the "Purchaser") and an indirect, wholly owned subsidiary of Bass
PLC ("Parent"), to purchase for cash all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of Bristol Hotels & Resorts, a Delaware
corporation (the "Company"). We are the holder of record of 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 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 us to tender 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 and the Letter of Transmittal.
Your attention is invited to the following:
1. The tender price is $9.50 per Share in cash.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Friday, March 31, 2000, unless the Offer is extended.
3. The Board of Directors of the Company has approved the Merger Agreement
and the transactions contemplated thereby and determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer
and the Merger, are fair to, and in the best interests of, the holders of
Shares. The Board of Directors of the Company recommends that the
Company's stockholders tender their Shares pursuant to the Offer.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer a number
of Shares which, when taken together with the Shares owned by Parent or
its affiliates, represent at least a majority of the then issued and
outstanding Shares on a fully diluted basis. Parent currently owns
indirectly approximately 9.0% of the issued and outstanding Shares on a
fully diluted basis. Pursuant to a Stockholder Agreement, dated as of
February 28, 2000, United/Harvey Holdings, L.P., the owner of
approximately 37.3% of the issued and outstanding Shares on a fully
diluted basis, has agreed to tender to Purchaser in the Offer all Shares
beneficially owned by it. The Offer is not subject to the receipt of
financing or any non-governmental approvals.
5. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
on the following page. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the detachable part hereof. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
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 acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") of (a) certificates evidencing such Shares or confirmation of the
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the
procedures set forth in the Offer to Purchase under "Procedures for Accepting
the Offer and Tendering Shares", (b) the Letter of Transmittal (or a 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,
payment may not be made to all tendering shareholders at the same time depending
upon when certificates for or confirmations of book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility are
actually received by the Depositary.
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INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BRISTOL HOTELS & RESORTS
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated March 6, 2000, and the related Letter of Transmittal, in
connection with the offer by BHR North America, Inc. to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Bristol
Hotels & Resorts.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered: SIGN HERE
Shares(1)
Signature(s)
Dated
Please print name(s) and
addresses here
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
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(1) Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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