EXHIBIT 99.5
3,072,779 UNITS
FIRST MONTAUK FINANCIAL CORP.
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
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO STOCKHOLDERS
To Our Clients:
Enclosed for your consideration are a Prospectus, dated _______________,
1997, (the "Prospectus"), and the Instructions for Use of Subscription Rights
Certificates (the "Instructions") relating to the offering (the "Rights
Offering') of up to 3,072,779 units (the "Units"), of First Montauk Financial
Corp. (the "Company"), at a price of $.45 per Unit (the "Subscription Price")
pursuant to non-transferable subscription rights ("Rights") initially
distributed to holders of record of Common Stock, at the close of business on
_____________, 1997 (the "Record Date"). The Rights are non-transferable.
As described in the accompanying Prospectus, you will receive one Right for
each share of Common Stock carried by us in your account as of the Record Date.
Every three Rights will entitle you to subscribe for and purchase from the
Company one Unit (the "Basic Subscription Privilege") at the Subscription Price,
as described in the Prospectus. You will also have the right (the
"Oversubscription Privilege") to subscribe, at the Subscription Price, for
additional Units available after satisfaction of all subscriptions pursuant to
the Basic Subscription Privilege (the "Excess Units'), subject to proration and
reduction as described in the Prospectus. If the number of Excess Units is not
sufficient to satisfy all subscriptions pursuant to the Oversubscription
Privilege, the Excess Units will be allocated pro rata (subject to the
elimination of fractional Units) among those Rights Holders exercising the
Oversubscription Privilege in proportion to the number of Units a Rights Holder
has subscribed for pursuant to the Basic Subscription Privilege relative to the
aggregate Units Rights Holders exercising the Oversubscription Privilege;
provided, however, that if such pro rata allocation results in any Rights Holder
being allocated a lesser number of Excess Units than such Rights Holder
subscribed for pursuant to the exercise of the Oversubscription Privilege, then
the excess funds paid by the Rights Holder as the Subscription Price for Units
not issued will be returned without interest or deduction.
The materials enclosed are being forwarded to you as the beneficial owner
of shares of Common Stock carried by us in your account but not registered in
your name. Exercises of Rights may only be made by us as the registered holder
of Rights and pursuant to your instructions. Accordingly, we request
instructions as to whether you wish us to elect to subscribe
for any Units pursuant to the terms and subject to the conditions set forth in
the enclosed Prospectus and Instructions.
Your instructions to us should be forwarded as promptly as possible to
permit us to exercise Rights on your behalf in accordance with the provisions of
the Rights Offering. The Offering 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, ___________, 1997 (in either case, the "Expiration Time").
Once a Rights Holder has properly exercised the Basic Subscription Privilege or
the Oversubscription Privilege, such exercise may not be revoked.
If you wish to have us, on your behalf, exercise Rights to purchase any
Units to which you are entitled, please so instruct us by completing, executing
and returning to us the instruction form attached to this letter.
IF WE DO NOT RECEIVE COMPLETE WRITTEN INSTRUCTIONS IN ACCORDANCE WITH THE
PROCEDURES OUTLINED IN THE PROSPECTUS, WE WILL NOT EXERCISE YOUR RIGHTS, AND
YOUR RIGHTS WILL EXPIRE VALUELESS.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO THE SUBSCRIPTION AGENT, NORTH AMERICAN TRANSFER COMPANY, AT (516)
379-8501.
Very truly yours,
EXHIBIT A TO LETTER FROM NOMINEES
FIRST MONTAUK FINANCIAL CORP.
INSTRUCTIONS TO NOMINEE HOLDER
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of Common
Stock.
This will instruct you whether to exercise Rights to purchase Units
distributed with respect to the Common Stock held by you for the account of the
undersigned, pursuant to the terms and subject to the conditions set forth in
the Prospectus and the related Instructions.
1. |_| Please DO NOT EXERCISE RIGHTS for Units.
2. |_| Please EXERCISE RIGHTS for Units set forth below:
Number of Shares Owned: / 3 = Units (a).
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Basic Subscription Privilege: X $.45 = $ (b).
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(no. of Units)
Oversubscription Privilege: X $.45 = $ (c).
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(no. of Units)
Total Payment Required = $ (d).
---------
|_| Payment in the following amount is enclose = $ (e).
---------
|_| Please deduct payment from the following account maintained by
you as follows:
--------------------- --------------------
Type of Account Account No.
Amount to be deducted: $ ___________ (f).
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Signature(s)
Please type or print name(s) below
_________________________________ Date: _______________________
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