OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DATA RESEARCH ASSOCIATES, INC.
AT
$11.00 NET PER SHARE IN CASH
BY
MCGUIRE ACQUISITION INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SIRSI HOLDINGS CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, AUGUST 21, 2001, UNLESS THE OFFER IS EXTENDED.
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July 25, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are McGuire Acquisition Inc., an indirect wholly owned subsidiary of
SIRSI Holdings Corp. ("Parent"). We are furnishing the enclosed materials to you
in connection with our offer to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Data Research Associates, Inc.
("DRAI"), at a price of $11.00 per share, net to the seller in cash, less any
required withholding taxes, and without interest, upon the terms and subject to
the conditions set forth in our Offer to Purchase, dated July 25, 2001 (the
"Offer to Purchase"), and the related Letter of Transmittal (together with any
amendments or supplements thereto and the Offer to Purchase and any amendments
or supplements thereto, collectively constituting the "Offer").
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
WE ARE NOT OBLIGATED TO PURCHASE ANY TENDERED SHARES UNLESS, AFTER THE
PURCHASE OF ALL OF THE SHARES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN, WE
WOULD BENEFICIALLY OWN AT LEAST SEVENTY-FIVE PERCENT OF THE SHARES OF DRAI'S
COMMON STOCK OUTSTANDING ON A FULLY DILUTED BASIS.
Enclosed for your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your nominee, are
copies of the following documents:
1. Offer to Purchase, dated July 25, 2001;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or
cannot be delivered to Computershare Trust Company of New York (the
"Depositary") by the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for book-entry transfer cannot be completed
by the Expiration Date;
4. A Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by DRAI;
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining the clients' instructions with regard to the
Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, AUGUST 21, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by us of (1) the stock certificates
evidencing the shares validly tendered and not properly withdrawn (or a
confirmation of a book-entry transfer of the shares into the Depositary's
account at the Depository Trust Company), (2) a Letter of Transmittal 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 Tender
Offer--Procedures For Accepting Our Offer And Tendering Shares" of the Offer to
Purchase) and (3) any other required documents.
If holders of Shares wish to tender, but cannot deliver their certificates
or cannot comply with the procedure for book-entry transfer prior to the
expiration of the Offer, a tender of Shares may be effected by following the
guaranteed delivery procedure described in "The Tender Offer--Procedures For
Accepting Our Offer And Tendering Shares" of the Offer to Purchase.
We will not pay any fees or commissions to any broker, dealer or other
person in connection with the solicitation of tenders of Shares pursuant to the
Offer. However, we will reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. We will pay or cause to be paid any stock transfer taxes payable with
respect to 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
the Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Depositary or the Information Agent, at the addresses and telephone numbers set
forth on the back cover page of the Offer to Purchase.
Very truly yours,
MCGUIRE ACQUISITION INC.
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF PARENT, US, DRAI, THE
INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM OR US,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM OR US IN CONNECTION WITH THE OFFER OTHER THAN
THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.