OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ROBERTSON-CECO CORPORATION
AT
$11.50 NET PER SHARE
BY
RHH ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 2, 2000, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
May 4, 2000
We are writing to you in connection with the offer by RHH Acquisition
Corp., a Delaware corporation ("Purchaser"), to purchase any and all
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"),
of Robertson-Ceco Corporation, a Delaware corporation (the "Company"), at a
price of $11.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated May 4, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") enclosed herewith. The Offer is
being made in connection with the Agreement and Plan of Merger, dated as of
April 20, 2000 (the "Merger Agreement"), between Purchaser and the Company.
The Purchaser was formed by The Heico Companies, LLC. E.A. Roskovensky and
Andrew G.C. Sage II are also stockholders of Purchaser. Holders of Shares
whose certificates for such Shares (the "Certificates") are not immediately
available or who cannot deliver their Certificates and all other required
documents to American Stock Transfer and Trust Company (the "Depositary") or
complete the procedures for book-entry transfer prior to the Expiration Date
(as defined under "THE TENDER OFFER--Terms of the Offer" of the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth under "THE TENDER OFFER--Procedures for Tendering Shares"
of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares in your name or in the name of your
nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. The Offer to Purchase, dated May 4, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. A letter to stockholders of the Company from Stanley G. Berman,
Chairman of the Special Committee of the Board of Directors, together with
a Solicitation/Recommendation Statement on Schedule 14D-9 filed by the
Company with the Securities and Exchange Commission and mailed to the
stockholders of the Company.
4. The Notice of Guaranteed Delivery for Tender of Shares to be used to
accept the Offer if the guaranteed delivery procedures set forth under "THE
TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase are
to be followed.
5. A printed form of a letter which may be sent to your clients for
whose accounts you hold Shares registered in your name, with space provided
for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2000, UNLESS THE OFFER IS
EXTENDED.
Please note the following:
1. The tender price is $11.50 per Share, net to the seller in cash,
without interest.
2. The Offer is being made for any and all of the outstanding Shares,
subject to the conditions set forth in the Offer to Purchase.
3. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required unless an exemption is available or unless the required
taxpayer identification information is provided. See "Important Tax
Information" of the Letter of Transmittal.
4. The Board of Directors of the Company (the "Board") by unanimous vote
of all directors present at a meeting held on April 20, 2000, based on,
among other things, the recommendation of a special committee of the Board
comprised of an independent director, (i) determined that the Merger is
advisable and that the terms of the Offer and Merger (as defined in the
Offer to Purchase) are fair to and in the best interests of the Company and
its stockholders, (ii) approved the Offer and the Merger and adopted and
approved the Merger Agreement and (iii) recommended that the Company's
stockholders accept the Offer and, if approval is required by applicable
law, approve the Merger and approve and adopt the Merger Agreement.
5. 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 pursuant to the
procedures set forth under "THE TENDER OFFER--Procedures for Tendering
Shares" of the Offer to Purchase or a timely Book-Entry Confirmation (as
defined in the Offer to Purchase) with respect to such Shares, (b) a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and (c) any other documents required by the
Letter of Transmittal. Accordingly, tendering stockholders may be paid at
different times depending upon when Certificates for Shares or Book-Entry
Confirmations are actually received by the Depositary.
In order to take advantage of the Offer, (i) a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) with
any required signature guarantees or an Agent's Message in connection with a
book-entry delivery of Shares, and any other documents required by the Letter
of Transmittal should be sent to the Depositary and (ii) Certificates
representing the tendered Shares or a timely Book-Entry Confirmation should be
delivered to the Depositary in accordance with the instructions set forth in
the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender may
be effected by following the guaranteed delivery procedures specified under
"THE TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase.
None of Purchaser or any officer, director, agent or other representative
of Purchaser will pay any fees or commissions to any broker, dealer or other
person (other than the Depositary as described in the Offer to Purchase) for
soliciting tenders of Shares pursuant to the Offer. Purchaser will, however,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Company, 5000 Executive Parkway, Suite 425, San Ramon, CA 94583,
Telephone: (925) 543-7599, Attention: E.A. Roskovensky or Ronald D. Stevens.
Additional copies of the enclosed materials may be obtained from the
Company or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
RHH ACQUISITION CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PURCHASER, THE DEPOSITARY, OR ANY AFFILIATE
OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR
USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.