EXHIBIT 99.4
RE: CITATION CORPORATION
NON-CASH ELECTION FORM
To Our Clients:
In connection with the Proxy Statement/Prospectus dated October , 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, as amended, 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 limitations 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 November , 1999, to retain at least 10,000 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 November , 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"
and "an Election Procedures." 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 Will Not Retain the
Amount of Stock You Elect to Retain."
AS A RESULT OF THE PRORATION PROCEDURES, HOLDERS OF CITATION COMMON STOCK
WILL RECEIVE NON-CASH ELECTION SHARES 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 be converted into the right to receive
an amount equal to $17.00 in cash from Citation following the Merger.
If you wish to have us, on your behalf, exercise the Non-Cash Election Form,
with respect to at least 10,000 shares owned by you, please so instruct us by
completing, executing and returning to us the 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 THE BANK OF NEW YORK AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER:
(800) 507-9357.
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
October , 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 amended, and 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 Non-Cash Election Form.
Number of Shares
Total Number of to
Name and Address of Beneficial Owner of Citation Shares of Citation be Retained in
Common Stock Common Stock Held the Merger *
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--------------------------------
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Total**
*The election must be for at least 10,000 shares. Any election that relates to
fewer than 10,000 shares will be null and void. 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, provided that the total is at least
10,000 shares.
** Because of proration, a holder will 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.
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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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 October , 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, as amended, 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 proration procedures 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 November , 1999 to retain shares of common stock of Citation ("Non-
Cash Election Shares") by properly executing and submitting the enclosed Non-
Cash Election Form. IN ORDER FOR AN ELECTION TO BE VALID, IT MUST RELATE TO AT
LEAST 10,000 SHARES.
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 NOVEMBER , 1999.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE NON-CASH ELECTION OR
THE PROXY STATEMENT SHOULD BE DIRECTED TO THE BANK OF NEW YORK AT THE FOLLOWING
TOLL-FREE TELEPHONE NUMBER: (800) 507-9357.
Very truly yours,
CITATION CORPORATION