EXHIBIT 99.4
RE: CITATION CORPORATION
NON-CASH ELECTION FORM
To Our Clients:
In connection with the Proxy Statement/Prospectus dated September 8, 1999,
(including all documents attached as appendices thereto, and as it may be
amended or supplemented from time to time, the "Proxy Statement") describing
the Agreement and Merger and Plan of Recapitalization, dated as of June 24,
1999, between Citation Corporation ("Citation"), and RSJ Acquisition Co. (the
"Merger Agreement"), providing for the merger of RSJ Acquisition Co. with and
into Citation (the "Merger"), enclosed for your consideration and information
is a Non-Cash Election Form. Capitalized terms used herein and not defined
herein have the meaning specified in the Merger Agreement.
As described in and subject to conditions set forth in the Proxy Statement,
and subject to the proration described therein, record holders of shares of
Citation common stock, $.01 par value per share ("Citation Common Stock"), are
entitled to make an election (a "Non-Cash Election") on or prior to 5:00 p.m.,
New York City time, on September 29, 1999, to retain shares of common stock of
Citation ("Non-Cash Election Shares") by executing and submitting the enclosed
Non-Cash Election Form. As described in and subject to conditions set forth in
the Proxy Statement and the Non-Cash Election Form, record holders of shares of
Citation Common Stock may revoke any Non-Cash Election prior to 5:00 p.m., New
York City time, on September 29, 1999 by sending executed written notice to
Citation's exchange agent.
We are registered holders of Citation Common Stock held for your account. Any
Non-Cash Election can be made only by us as the registered holder of such
shares and only pursuant to your instructions as the beneficial owners of such
shares. Accordingly, we request instructions if you wish us to exercise the
Non-Cash Election for any shares of Citation Common Stock, which you are
entitled to do pursuant to the terms and subject to the conditions set forth in
the Proxy Statement and the Non-Cash Election Form. We urge you, however, to
read these documents carefully before instructing us to exercise the Non-Cash
Election Form.
A description of the election and proration procedures is set forth in the
Proxy Statement under "The Merger and Recapitalization--Merger Consideration."
A full statement of the election and proration procedures is contained in the
Merger Agreement and all Non-Cash Elections are subject to compliance with such
procedures. In connection with making any Non-Cash Election, a holder of
Citation Common Stock should read carefully, among other matters, the aforesaid
description and statement and the information contained in the Proxy Statement
under "The Merger and Recapitalization--Federal Income Tax Consequences," and
"Risk Factors--You May Not Receive the Type of Consideration in the Amounts You
Elect."
AS A RESULT OF THE PRORATION PROCEDURES, HOLDERS OF CITATION COMMON STOCK MAY
RECEIVE NON-CASH ELECTION SHARES OR CASH IN AMOUNTS WHICH VARY FROM THE AMOUNTS
SUCH HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE THE
NUMBER OF NON-CASH ELECTION SHARES OR THE AMOUNT OF CASH ALLOCATED TO THEM
PURSUANT TO SUCH PROCEDURES.
Holders of Citation Common Stock who do NOT wish to make a Non-Cash Election
(any such holder being referred to as a "Non-Electing Holder") need not submit
a Non-Cash Election Form. Each share of Citation Common Stock owned by such
Non-Electing Holder will automatically, subject to proration as described in
the Proxy Statement, be converted into the right to receive an amount equal to
$18.10 in cash from Citation following the Merger.
If you wish to have us, on your behalf, exercise the Non-Cash Election Form,
please so instruct us by completing, executing and returning to us the attached
letter of Instructions (the "Letter of Instructions")
attached to this letter. THE ENCLOSED NON-CASH ELECTION FORM IS FURNISHED TO
YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO EXCHANGE CITATION
COMMON STOCK HELD BY US FOR OUR ACCOUNT. The Letter of Instructions should be
forwarded as promptly as possible to permit us to exercise the Non-Cash
Election in accordance with the procedures outlined in the Proxy Statement. If
we do not receive a complete Letter of Instructions in accordance with such
procedures, we will not exercise a Non-Cash Election on your behalf.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE NON-CASH ELECTION OR
THE PROXY STATEMENT, OR COMPLETION OF THE LETTER OF INSTRUCTIONS, SHOULD BE
DIRECTED TO [ ] AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER:
LETTER OF INSTRUCTIONS
To My Bank or Broker:
This letter instructs you to exercise the Non-Cash Election to retain Non-
Cash Election Shares in exchange for shares of common stock, $.01 par value, of
Citation Corporation ("Citation Common Stock") specified below which you hold
for the account of the undersigned. Capitalized terms used herein and not
defined herein have the meaning specified in the Merger Agreement.
It is understood that the Non-Cash Election is subject to (i) the terms,
conditions and limitations set forth in the Proxy Statement/Prospectus, dated
September 8, 1999, relating to the Merger (including all documents incorporated
therein, and as may be amended or supplemented from time to time, the "Proxy
Statement"), receipt of which is acknowledged by the undersigned, (ii) the
terms of the Agreement and Plan of Merger and Recapitalization, dated as of
June 24, 1999, as the same may be amended from time to time, a conformed copy
of which appears as Annex A to the Proxy Statement (the "Merger Agreement"),
and (iii) the accompanying Non-Cash Election Form.
If you are electing to exchange all or a portion of your shares for Non-Cash
Election Shares, you must properly fill in the information requested in this
box, even if you are electing to exchange only a portion of your shares.
Name and Address of Beneficial Owner of Citation Number of Shares
Common Stock Total Number of to
Shares of Citation be Retained in
Common Stock Held the Merger *
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Total**
*Unless otherwise indicated in this box, it will be assumed that all shares
submitted are to be treated as having made an election to retain shares.
** In the event of proration, a holder may be required to receive some cash. If
a holder knows the number or numbers of such holder's certificate(s), a holder
may choose to indicate in the space following this sentence the number(s) of
the certificate(s) deemed to represent any shares of Citation Common Stock
converted into cash. Certificate No(s):
Holders are not required to so identify certificate numbers in this space. In
the event of proration, shares will be converted to cash from stock
certificates in the order in which they have been listed. There can be no
assurance that any identification of share certificate(s) will be recognized by
any governmental agency or third party. In addition, no such certificate
identification will operate to alter the application of the proration
procedures in the Merger.
Dated: , 1999.
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(Signature(s))
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(Account No.)
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(Telephone No.)
RE: CITATION CORPORATION
NON-CASH ELECTION FORM
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the Non-Cash
Election Form as described in and subject to conditions set forth in the Proxy
Statement/Prospectus dated September 8, 1999 (including all documents attached
as appendices thereto, and as it may be amended or supplemented from time to
time, the "Proxy Statement"), which describes the Agreement and Plan of Merger
and Recapitalization, dated as of June 24, 1999, between Citation Corporation
("Citation") and RSJ Acquisition Co. (the "Merger Agreement") providing for,
among other things, the merger of RSJ Acquisition Co. with and into Citation
(the "Merger"). Capitalized terms used herein and not defined herein have the
meaning specified in the Merger Agreement.
Subject to the potential for proration described in the Proxy Statement,
pursuant to the Non-Cash Election Form, record holders of shares of Citation
common stock, $.01 par value per share Citation Common Stock"), are entitled to
an election (a "Non-Cash Election") on or prior to 5:00 p.m., New York City
time, on September 29, 1999 to retain shares of common stock of Citation ("Non-
Cash Election Shares") by properly executing and submitting the enclosed Non-
Cash Election Form.
Enclosed are copies of the following documents:
1.Non-Cash Election Form for your use and for the information of your
clients.
2. A printed form of letter which may be sent to your clients for whose
accounts you or your nominee hold Citation Common Stock as the
registered holder with space provided for obtaining such clients'
instructions with regard to any Non-Cash Election.
YOUR PROMPT ACTION IS REQUIRED, WE URGE YOU TO CONTACT YOUR CLIENTS AS SOON AS
POSSIBLE. THE PERIOD IN WHICH A NON-CASH ELECTION CAN BE MADE WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 29, 1999.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE NON-CASH ELECTION OR
THE PROXY STATEMENT SHOULD BE DIRECTED TO [ ] AT THE FOLLOWING
TOLL-FREE TELEPHONE NUMBER:
Very truly yours,
CITATION CORPORATION