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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMPUTER RESEARCH, INC.
AT
$2.42 NET PER SHARE
BY
CRI ACQUISITION, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, SEPTEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
August 4, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated August 4,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by CRI Acquisition, a Delaware corporation (the
"Purchaser"), to purchase for cash all of the outstanding shares of Common
Stock, no par value (the "Shares"), of Computer Research, Inc., a Pennsylvania
corporation (the "Company"), at a price of $2.42 per Share, net to the seller in
cash, without interest, upon the terms and conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US 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 LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request your instructions as to whether you wish to tender
any of or all of the Shares held by us for your account upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $2.42 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Offer and determined that the terms of the Offer are fair to the Company's
stockholders. The Board of Directors has recommended acceptance of the
Offer to the stockholders.
4. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Friday, September 1, 2000, unless the Offer is extended.
6. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the Expiration Date of the
Offer, that number of shares which, when combined with the 1,403,495 shares
purchased by the Purchaser on July 7, 2000, represents at least sixty-six
and
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two-thirds percent (66.67%) of the Shares currently outstanding on a fully
diluted basis, and (ii) the other conditions set forth in the Offer to
Purchase. As used herein, "fully diluted basis" takes into account issued
and outstanding Shares and shares subject to issuance under stock options,
warrants and other securities convertible into shares which will be
outstanding after closing of the Offer.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer. 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 and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified below. Your instructions should be forwarded to us in ample
time to permit us to submit a tender on your behalf prior to the expiration of
the Offer.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in any jurisdiction in which the
making or acceptance of the Offer would not be in compliance with the
securities, blue sky or other laws of that jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on behalf of the Purchaser by one or more registered brokers or dealers
that are licensed under the laws of that jurisdiction.
INSTRUCTION WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMPUTER RESEARCH, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated August 4, 2000, and the related Letter of Transmittal, in
connection with the offer by CRI Acquisition, Inc., a Delaware corporation, to
purchase all of the outstanding shares of Common Stock, no par value, of
Computer Research, Inc., a Pennsylvania corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
Dated:__________, 2000
NUMBER OF SHARES TO BE TENDERED:
______________ SHARES
Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
I (we) understand that if I (we) sign this instruction form without
indicating a lesser number of Shares in the space above, all Shares held by you
for my (our) account will be tendered.
SIGN HERE
Signature(s) ___________________________________________________________________
Print Name(s) __________________________________________________________________
Print Address(es) ______________________________________________________________
Area Code and Telephone Number(s) ______________________________________________
Tax ID or Social Security Number(s) ____________________________________________
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