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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 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 an 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. 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. This material is being forwarded to you as
the beneficial owner of Shares carried by us in your account but not
registered in your name.
WE ARE (OR OUR NOMINEE IS) 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 BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender any or all of the Shares held by us for your account pursuant to the
terms and conditions set forth in the Offer.
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 American Stock Transfer and Trust Company (the
"Depositary") of (a) certificates for Shares 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.
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.
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 below. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
indicated in such instruction form. An envelope to return your instruction to
us is enclosed. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO
ALLOW US AMPLE TIME TO TENDER YOUR SHARES 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, holders of Shares residing in any jurisdiction in which the making
of the Offer or acceptance thereof would not be in compliance with the
securities laws of such jurisdiction. However, Purchaser may, in its
discretion, take such action as it may deem necessary to make the Offer in any
jurisdiction and extend the Offer to holders of Shares in such 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 Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ROBERTSON-CECO CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 4, 2000, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") 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. The Offer is
being made in connection with the Agreement and Plan of Merger dated as of
April 20, 2000, 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.
This will instruct you to tender to Purchaser 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:* ___ -------------------------------------
Signature
Account Number: _____________________ -------------------------------------
Print Name
Date: _______________________________ -------------------------------------
Print Address
-------------------------------------
Area Code and Telephone
-------------------------------------
Taxpayer I.D.
- --------
*Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.