EXHIBIT (a)(1)(E)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
PremiumWear, Inc.
by
Penguin Sub, Inc.
a wholly owned subsidiary of
New England Business Service, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, JULY 7, 2000, UNLESS THE OFFER IS EXTENDED.
June 9, 2000
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated June 9, 2000
(the "Offer to Purchase") and a related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Penguin Sub, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of New England
Business Service, Inc., a Delaware corporation ("NEBS"), to purchase all
outstanding shares of common stock, par value $.01 per share, of PremiumWear,
Inc., a Delaware corporation (the "Company"), including the associated rights
to purchase preferred stock (collectively, the "Shares"), at a purchase price
of $13.50 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the Letter of Transmittal enclosed herewith.
We are the holder of record of Shares 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.
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. Your attention is invited to
the following:
1. The offer price is $13.50 per Share, net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of May 26, 2000 (the "Merger Agreement"), among NEBS, the Purchaser
and the Company. The Merger Agreement provides, among other things, that the
Purchaser will be merged with and into the Company (the "Merger") following
the satisfaction or waiver of each of the conditions to the Merger set forth
in the Merger Agreement.
4. The Board of Directors of the Company unanimously (i) determined that the
terms of the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, are advisable, fair to and in the best
interests of the Company's stockholders, (ii) approved the Merger Agreement,
the Offer and the Merger and (iii) recommends that the stockholders of the
Company accept the Offer and tender their Shares pursuant to the Offer and
approve and adopt the Merger Agreement.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York City
time, on Friday, July 7, 2000 (the "Expiration Date"), unless the Offer is
extended.
6. 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.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date a number of Shares
that represents at least a majority of the issued and outstanding Shares on a
fully diluted basis and (ii) the satisfaction of any conditions to NEBS'
borrowing under its credit facility an amount sufficient to purchase all of
the outstanding Shares and to pay for the cancellation of all outstanding
options to purchase Shares. The Offer is also subject to other conditions. See
Section 14 of the Offer to Purchase.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall
make a good faith effort to comply with such state statute or seek to have
such statute declared inapplicable to the Offer. If, after such good faith
effort, the Purchaser cannot comply with such state statute, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) holders of
Shares in such state. In those jurisdictions where the 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 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 set forth
on the next page of this letter. An envelope to return your instructions to us
is also enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the next page of 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 Date.
Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
PremiumWear, Inc.
by
Penguin Sub, Inc
a wholly owned subsidiary of
New England Business Service, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated June 9, 2000 and the related Letter of Transmittal, in
connection with the offer by Penguin Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of New England Business Service, Inc., a Delaware
corporation, to purchase all outstanding shares of common stock, par value
$.01 per share, including the associated rights to purchase preferred stock
(collectively, the "Shares"), of PremiumWear, Inc. at a purchase price of
$13.50 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are
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.
SIGN HERE
Number of Shares to Be Tendered:* _____ -------------------------------------
Account No.: __________________________ -------------------------------------
Signature(s)
Dated: , 2000
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Print Name(s) and Address(es)
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Area Code and Telephone Number(s)
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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.