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EXHIBIT 99.(a)(1)(iv)
TODD SHIPYARDS CORPORATION
OFFER TO PURCHASE FOR CASH
OF UP TO 4,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE
NOT GREATER THAN $8.25 NOR LESS THAN $7.00 PER SHARE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, JULY 31, 2001,
UNLESS THE OFFER IS EXTENDED.
To the Participants in Todd's 401(k) Savings Investment Plan:
Enclosed for your consideration are the Offer to Purchase dated June 28,
2001 and the related Letter of Transmittal in connection with the offer by Todd
Shipyards Corporation, a Delaware corporation, to purchase shares of its common
stock, $0.01 par value per share. Todd is offering to purchase up to 4,000,000
shares at a price not greater than $8.25 nor less than $7.00 per share, net to
the seller in cash, without interest, as specified by shareholders tendering
their shares. As a participant in Todd's 401(k) Savings Investment Plan, you may
tender shares that are held on your behalf in the savings plan. If you wish to
do so, you must direct the plan to do so on your behalf by following the
instructions in this letter.
If you do not wish to direct the sale of any portion of the shares in your
savings plan account, you do not need to take any action. If you would like to
direct the sale of some or all of the shares held on your behalf in your savings
plan account in response to this offer, detailed instructions on how to tender
those shares are set forth below.
The Offer. Todd will select the lowest purchase price that will allow it
to buy 4,000,000 Todd shares or, if a lesser number of shares are properly
tendered, all shares that are properly tendered and not withdrawn. Todd will pay
the same price for all shares purchased in the offer. All shares properly
tendered at prices at or below the purchase price and not properly withdrawn
will be purchased, subject to the conditions of the offer and the "odd lot"
priority, proration and conditional tender provisions described in the Offer to
Purchase. If more than the number of shares Todd seeks are properly tendered,
Todd will not purchase all of the shares tendered at or below the purchase price
because of proration. Shares tendered at prices in excess of the purchase price
that is determined by Todd and shares not purchased because of proration or
conditional tenders will be returned as promptly as practicable following the
expiration of the offer.
Todd's offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal, which,
as amended or supplemented from time to time, together constitute the offer.
Todd reserves the right, in its sole discretion, to purchase more than
4,000,000 shares pursuant to the offer.
You must carefully follow the instructions below if you want to direct the
trustee to tender some or all of the shares held on your behalf in your savings
plan account. Failure to follow the instructions below properly may make you
ineligible to direct the 401(k) Administrative Committee to authorize the tender
the shares held in your savings plan account in the offer. Pursuant to your
instructions, the 401(k) Administrative Committee will direct State Street Bank,
as custodian of shares held in the 401(k) Savings Investment Plan, to complete a
Letter of Transmittal with respect to the shares held on your behalf in your
savings plan account. A tender of the shares held on your behalf in your savings
plan account can be made only through the 401(k) Administrative Committee.
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If you tender shares, the tender proceeds will be reinvested pro rata in
accordance with your current investment directions for new elective deferral
contributions. However, if your current investment directions for new elective
deferral contributions provide that some or all of your contributions are to be
invested in Todd common stock, then that portion of the tender proceeds will be
invested in the Money Market Fund. Once the tender proceeds have been credited
to your savings plan accounts, you may reallocate your investments among the
various investment funds under the savings plan in the usual manner.
Because the terms and conditions of the Letter of Transmittal will govern
the tender of the shares held in the savings plan, you should read the Letter of
Transmittal carefully. The Letter of Transmittal, however, is furnished to you
for your information only and cannot be used by you to tender shares that are
held on your behalf in your savings plan account. You should also read the Offer
to Purchase carefully before making any decision regarding the offer.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Todd. The offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares of common stock of Todd
residing in any jurisdiction in which the making of the offer or acceptance
thereof would not be in compliance with the securities laws of that
jurisdiction.
Tendering Shares. To instruct the 401(k) Administrative Committee to
authorize the tender any or all of the shares held on your behalf in your
savings plan account, you must complete the enclosed Directions Form and return
it to the 401(k) Administrative Committee in the enclosed self-addressed
envelope.
Please note the following:
1. We have been advised that if the 401(k) Administrative Committee has not
received your Directions Form at least three business days before the expiration
of the offer, the trustee will not tender any shares held on your behalf in the
savings plan. The offer, proration period and withdrawal rights will expire at
12:00 Midnight, Eastern time, on Tuesday, July 31, 2001, unless the offer is
extended. Consequently, your Directions Form must be received by the 401(k)
Administrative Committee no later than 12:00 Midnight, Eastern time on Thursday,
July 26, 2001.
2. Shares held on your behalf in your savings plan account may be tendered
at prices not greater than $8.25 nor less than $7.00 per share.
3. The savings plan is prohibited from selling shares to Todd for a price
that is less than the prevailing market price. Accordingly, if you elect to
tender shares at a price that is lower than the prevailing price of Todd's
common stock on The New York Stock Exchange at the expiration of the offer, the
tender price you elect will be deemed to have been increased to the closest
tender price that is not less than that closing price. This may result in such
shares not being eligible for purchase.
4. The offer is for up to 4,000,000 shares, constituting approximately
42.7% of the shares outstanding as of June 15, 2001. The offer is not
conditioned on any minimum number of shares being tendered. The offer is,
however, subject to other conditions described in the Offer to Purchase.
5. Todd's Board of Directors has approved the making of the offer. However,
neither Todd nor Todd's Board of Directors nor the Dealer Manager is making any
recommendation whether you should tender or refrain from tendering your shares
or at what purchase price you should choose to tender your shares. You must make
your own decision as to whether to tender your shares and, if so, how many
shares to tender and the price or prices at which you will tender them.
6. Your tender instructions will be held in strict confidence by the 401(k)
Administrative Committee and will not be divulged or released to any directors,
officers or employees of Todd other than the members of the 401(k)
Administrative Committee except as required by law.
7. Tendering shareholders will not be obligated to pay any brokerage fees
or commissions or solicitation fees to the Dealer Manager, Depositary,
Information Agent or Todd or, except as described in the Letter of Transmittal,
stock transfer taxes on the transfer of shares pursuant to the offer.
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8. As more fully described in the Offer to Purchase, tenders will be deemed
irrevocable unless timely withdrawn. If you instruct the 401(k) Administrative
Committee to authorize the tender the shares held on your behalf in your savings
plan account, and you subsequently decide to change your instructions or
withdraw your tender of shares, you may do so by submitting a new Directions
Form. However, the new Directions Form will be effective only if it is received
by the 401(k) Administrative Committee on or before 12:00 Midnight, Eastern time
on Thursday, July 26, 2001, three business days before the expiration of the
offer. The offer is scheduled to expire at 12:00 Midnight, Eastern time on
Tuesday, July 31, 2001. Upon receipt of a timely submitted, new Directions Form,
your previous instructions to tender the shares will be deemed canceled. If your
new Directions Form directed the 401(k) Administrative Committee to withdraw
from tender the shares held on your behalf in your savings plan account, you may
later re-tender those shares by submitting another Directions Form so long as it
is received by the 401(k) Administrative Committee on or before three business
days before the expiration of the offer. Additional Directions Forms may be
obtained by calling Morrow & Co., Inc., the Information Agent, at (800) 487-4870
by contacting the 401(k) Administrative Committee c/o Todd Shipyards
Corporation -- attention Dale Branscomb -- 1801 Sixteenth Avenue, S.W., Seattle,
WA 98134, (206) 623-1635, extension 170.
Unless you direct the trustee on the enclosed Directions Form to tender the
shares held on your behalf in your savings plan account, no shares will be
tendered.
If you have any questions about the offer or any of the other matters
discussed above, please call Morrow & Co., Inc., at (800) 607-0088.
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DIRECTIONS FORM
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
BY TODD SHIPYARDS CORPORATION
UP TO 4,000,000 SHARES OF ITS COMMON STOCK
The undersigned acknowledges receipt of the accompanying letter and
enclosed Offer to Purchase, dated June 28, 2001, and the related Letter of
Transmittal and Letter to the Participants in Todd's 401(k) Savings Investment
Plan in connection with the offer by Todd Shipyards Corporation, a Delaware
corporation, to purchase up to 4,000,000 shares of its common stock, $0.01 par
value per share.
These Instructions will instruct the 401(k) Administrative Committee to
direct State Street Bank as custodian for Todd's 401(k) Savings Investment Plan
to tender the number of shares indicated below (or if no member is indicated
below, all shares) held by the custodian for the undersigned's 401(k) Savings
Investment Plan account upon the terms and subject to the conditions set forth
in the Offer to Purchase.
NOTE: Shares allocated to participant accounts for which the 401(k)
Administrative Committee does not receive directions will not be tendered.
Number of Shares Tendered: Shares . (Please indicate the number
of Shares you wish to tender from your 401(k) Savings Investment Plan account.
If this space is left blank, will tender all whole shares from your
401(k) Savings Investment Plan account.)
Requested Tender Price Per Share: Per Share . (The requested
price per share must be in increments of $0.05, starting at $7.00 per share up
to and including $8.25 per share.)
Dated , 2001
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(signature)
Print Name:
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Print Social Security Number:
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Address:
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Daytime Telephone Number
with Area Code:
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