EXHIBIT 99.4
[Letterhead of First Montauk Financial Corp.]
3,072,779 Units
FIRST MONTAUK FINANCIAL CORP..
Offered Pursuant to Rights
Distributed to Stockholders
To Securities Dealers, Commercial Banks,
Brokers, Trust Companies and Other Nominees:
Enclosed are a Prospectus, dated _______________, 1997 (the "Prospectus"),
and Instructions for Use of Subscription Rights Certificates (the
"Instructions"), relating to the offering of 3,072,779 units ("Units"), of First
Montauk Financial Corp. (the "Company"), at a subscription price of $.45 Unit,
in cash, pursuant to non-transferable subscription rights ("Rights") distributed
to holders of record of shares of Common Stock as of the close of business on
_______________________, 1997 (the "Record Date"). The Rights are described in
the Prospectus and evidenced by a Subscription Rights Certificate (a
"Subscription Rights Certificate") registered in your name or the name of your
nominee.
Each beneficial owner of Common Stock registered in your name or the name
of your nominee is entitled to one Right for each share of Common Stock so owned
by such beneficial owner at the close of business on the Record Date. Every
three Rights entitles the Holder to purchase one Unit. In lieu of fractional
Units, the aggregate number of Units issued in respect of each beneficial owner
will be rounded down to the next whole number.
Each Unit consists of one Class A Redeemable Common Stock Purchase Warrant,
one Class B Redeemable Common Stock Purchase Warrant and one Class C Redeemable
Common Stock Purchase Warrant.
We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions for the Rights. You will be reimbursed for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Company will pay all transfer taxes, if any, applicable to the
sale of Units to a Rights holder upon exercise of Rights.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Instructions;
3. A form of letter which may be sent to your clients for whose
accounts you hold shares of Common Stock registered in your name or
the name of your nominee, with space provided for obtaining such
clients' instructions for the Rights;
4. A Nominee Holder Oversubscription Certification;
5. A Notice of Guaranteed Delivery; and
6. A return envelope addressed to North American Transfer Company, the
Subscription Agent.
Your prompt action is requested. The Rights will expire at 5:00 p.m.,
Eastern time, on ________________, 1997, unless extended by the Company to a
time not later than 5:00 p.m. Eastern time, on _______________, 1997 (in either
case, the "Expiration Time").
TO EXERCISE RIGHTS, PROPERLY COMPLETED AND EXECUTED SUBSCRIPTION RIGHTS
CERTIFICATES (UNLESS THE GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH) AND
PAYMENT IN FULL FOR ALL RIGHTS EXERCISED MUST BE DELIVERED TO THE SUBSCRIPTION
AGENT AS INDICATED IN THE PROSPECTUS PRIOR TO THE EXPIRATION TIME. EXERCISE OF
OVERSUBSCRIPTION PRIVILEGES (AS DEFINED IN THE PROSPECTUS) MUST BE ACCOMPANIED
BY A COMPLETE NOMINEE HOLDER OVERSUBSCRIPTION CERTIFICATION.
Additional copies of the enclosed materials may be obtained from the
Subscription Agent, by calling (516) 379-8501.
Very truly yours,
FIRST MONTAUK FINANCIAL CORP.
By: __________________________________
Name: Herbert Kurinksy
Title: President
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE RIGHTS OFFERING, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR
THE SUBSCRIPTION DOCUMENTS.
EXHIBIT A TO LETTER TO NOMINEES
FIRST MONTAUK FINANCIAL CORP.
NOMINEE HOLDER OVERSUBSCRIPTION CERTIFICATION
The undersigned, a bank, broker or other nominee holder of Rights
("Rights") to purchase units ("Units"), of First Montauk Financial Corp. (the
"Company") pursuant to the offering (the "Rights Offering") described and
provided for in the Company's Prospectus dated ___________________ (the
"Prospectus'), hereby certifies to the Company and to Northern American Transfer
Company, as Subscription Agent for the Rights Offering, that for each numbered
line filled in below the undersigned has exercised, on behalf of the beneficial
owner thereof (which may be the undersigned), the number of Rights specified on
such line pursuant to the Basic Subscription Privilege (as defined in the
Prospectus) and such beneficial owner wishes to subscribe for the purchase of
additional Units pursuant to the Oversubscription Privilege (as defined in the
Prospectus), in the amount set forth in the second column of such line.
Number of Rights Number of Units Number of Units
Exercised Subscribed for Pursuant Subscribed for Pursuant
Pursuant to Basic to Basic Subscription to Over Subcription
Privilege Privilege Privilege
- ----------------- ---------------------- -----------------------
1. ____________________ 1. ______________________ 1. ______________________
2. ____________________ 2. ______________________ 2. ______________________
3. ____________________ 3. ______________________ 3. ______________________
4. ____________________ 4. ______________________ 4. ______________________
5. ____________________ 5. ______________________ 5. ______________________
6. ____________________ 6. ______________________ 6. ______________________
7. ____________________ 7. ______________________ 7. ______________________
8. ____________________ 8. ______________________ 8. ______________________
9. ____________________ 9. ______________________ 9. ______________________
10. ____________________ 10. ______________________ 10. ______________________
- ---------------------------------------
Name of Nominee Holder
By:_____________________________________
Name:
Title:
Dated: __________________________________
Provide the following information, if applicable:
- ----------------------------------------
Depositary Trust Company ("DTC")
Participant Number
- ----------------------------------------
DTC Basic Subscription
Confirmation Number(s)