EXHIBIT (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
PAR VALUE $.001 PER SHARE
OF
SCHUFF INTERNATIONAL, INC.
AT $2.17 NET PER SHARE BY
SCHUFF ACQUISITION CORP.
A CORPORATION TO BE WHOLLY OWNED BY
DAVID A. SCHUFF
SCOTT A. SCHUFF
AND THEIR AFFILIATES
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., DENVER TIME, ON FRIDAY, MAY 28, 2004,
UNLESS THE OFFER IS EXTENDED.
April 30, 2004
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated April 30,
2004 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Schuff Acquisition Corp., an Arizona
corporation ("SAC") to be wholly owned by David A. Schuff, Chairman of the Board
of Schuff International, Inc., Scott A. Schuff, President and Chief Executive
Officer of Schuff International and their affiliates, the Schuff Irrevocable
Trust, the Scott A. Schuff Irrevocable Trust, and 19th Avenue/Buchanan Limited
Partnership, an Arizona limited partnership, to purchase all outstanding shares
of common stock, par value $.001 per share (the "Shares"), of Schuff
International, Inc., a Delaware corporation, at $2.17 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase.
We are (or our nominee is) the holder of record of the Shares held for
your account. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The enclosed letter of transmittal is
furnished to you for your information only and cannot be used by you to tender
Shares held by us for your account.
Accordingly, we request instructions as to whether you wish us to tender
on your behalf any or all of the Shares held by us for your account, upon the
terms and subject to the conditions set forth in the Offer to Purchase. Your
attention is directed to the following:
1. The tender price is $2.17 per Share, net to the seller in cash
without interest.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made without the prior approval of the Schuff
International board of directors.
4. The Offer and withdrawal rights will expire at 5:00 p.m., Denver
Time, on Friday, May 28, 2004, which date may be extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn a sufficient number of Shares
such that, after the Shares are purchased pursuant to the Offer, SAC
would own at least 90% of the Shares. The Offer is also subject to
the other conditions set forth in the Offer to Purchase. See
Sections 1 and 11 of the Offer to Purchase.
6. Tendering holders of Shares ("Holders") whose Shares are registered
in their own name and who tender directly to Computershare Trust
Company, Inc. as depositary (the "Depositary"), will not be
obligated to pay brokerage fees or commissions or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes
on the purchase of Shares by SAC pursuant to the Offer. However,
federal income tax backup withholding at a rate of 30% may be
required, unless an exemption is available or unless the required
tax identification information is provided. See Instruction 8 of the
Letter of Transmittal.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) certificates
evidencing such Shares (or a confirmation of a book-entry transfer
of such Shares (a "Book-Entry Confirmation") with respect to such
Shares) into the Depositary's account at The Depository Trust
Company, (b) a Letter of Transmittal (or facsimile thereof) properly
completed and duly executed with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message (as
defined in Section 3 to the Offer to Purchase) in lieu of the Letter
of Transmittal) and (c) any/other documents required by the Letter
of Transmittal. Accordingly, tendering Holders may be paid at
different times depending upon when certificates for Shares or
Book-Entry Confirmations with respect to Shares are actually
received by the Depository. UNDER NO CIRCUMSTANCES WILL INTEREST ON
THE PURCHASE PRICE OF THE TENDERED SHARES BE PAID BY SAC, REGARDLESS
OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The Offer is being made only by the Offer to Purchase and the related
Letter of Transmittal and any amendments or supplements thereto, and is being
made to all holders of the Shares. The Offer is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares in any jurisdiction
where the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching, and
returning to us the instruction form set forth herein. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified below. An envelope to return your instructions to us is enclosed. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
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INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF SCHUFF INTERNATIONAL, INC.
By signing this instruction form you acknowledge receipt of our letter and
the enclosed Offer to Purchase, dated April 30, 2004, and the related Letter of
Transmittal in connection with the offer by Schuff Acquisition Corp., an Arizona
corporation ("SAC") to be wholly owned by David A. Schuff, Chairman of the Board
of Schuff International, Inc., Scott A. Schuff, President and Chief Executive
Officer of Schuff International and their affiliates, the Schuff Irrevocable
Trust, the Scott A. Schuff Irrevocable Trust, and 19th Avenue/Buchanan Limited
Partnership, an Arizona limited partnership, to purchase all outstanding shares
of common stock, par value $.001 per share (the "Shares"), of Schuff
International, Inc., a Delaware corporation, at $2.17 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 30, 2004.
This will instruct you to tender to SAC, the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you for
the account of the undersigned upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares to be tendered: ________________ shares. (Unless otherwise
indicated, it will be assumed that all shares held by us for your account are to
be tendered.)
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING STOCKHOLDER. IF YOU DECIDE TO MAKE DELIVERY BY MAIL, WE RECOMMEND YOU
USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE:
Signature(s):___________________________________________________________________
Print Name(s):__________________________________________________________________
Address(es):____________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Taxpayer Identification or Social Security Number:______________________________
Date: ____________________, 2004
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