ANTHONY
&
SYLVAN
P O O L S
It's Where America Swims
[GRAPHIC OMITTED]
October 28, 2003
Dear Shareholder:
Anthony & Sylvan Pools Corporation is offering to buy shares from shareholders
that own 99 or fewer common shares as of October 23, 2003. Anthony & Sylvan is
offering to pay $4.00 per share. No fees or commissions will be assessed to
shareholders electing to participate in this program.
If, as a result, Anthony & Sylvan has fewer than 300 shareholders of record,
Anthony & Sylvan intends to terminate the registration of its common shares
under the Securities Exchange Act of 1934 and become a private, non-reporting
company. This means that we will no longer file periodic reports with the
Securities and Exchange Commission, including, among other things, annual
reports on Form 10-K and quarterly reports on Form 10-Q, and we will not be
subject to the SECs proxy rules. In addition, our common shares will no longer
be eligible for trading on the Nasdaq SmallCap Market.
To participate in this offer, you must complete and return the attached
Acceptance Card by DECEMBER 11, 2003. Shareholders may sell their shares even if
they have lost their stock certificate(s) and will not be assessed a loss fee.
Further details and the terms of the offer are included with this letter. An
abbreviated Q&A section can be found on the reverse-side. If you have any
further questions or would like additional information about Anthony & Sylvan or
this offer, please refer to the enclosed offer to purchase or call the
information agent, Georgeson Shareholder, toll-free, at 1-800-213-0475.
We believe that if we become a private, non-reporting company we will achieve
substantial cost savings and be able to focus more of our time in managing and
profitably growing the business. We will inform you of the results of our
odd-lot tender offer and of our efforts to delist.
Sincerely,
/s/ STUART D. NEIDUS
Stuart D. Neidus
Detach along perforation Chief Executive Officer
.................................................................................
ACCEPTANCE CARD FOR SELLING ANTHONY & SYLVAN POOLS CORPORATION COMMON SHARES
THIS CARD MUST BE RECEIVED IN GOOD ORDER BYDECEMBER11, 2003 AT:
ALPINE FIDUCIARYSERVICES, PO BOX 2065, SOUTH HACKENSACK, NJ 07606-9974,
ATTN: CORPORATE ACTIONS DEPARTMENT
- --------------------------------------------------------------------------------
I, the undersigned, owning 99 or fewer Substitute Form W-9 - Under
shares of Anthony & Sylvan Pools penalties of perjury, I
Corporation, do hereby authorize the sale certify that the number shown
of such shares as indicated. I represent below is my correct taxpayer
that I have full authority to sell the identification number, that I
shares, that I have received the offer to am not subject to backup
purchase detailing the terms and conditions withholding, and that I am a
of the offer and that the purchaser will U.S. person. The Internal
acquire good and marketable title to my Revenue Service does not
shares, free of liens, claims and encumbrances. require your consent to any
I irrevocably appoint Alpine Fiduciary Services other provision of this
as my paying agent. I also agree to the terms document other than the
of the offer described in the offer to certifications required to
purchase dated October 28, 2003 and I remove avoid backup withholding:
any previous stops I have placed on such
certificate(s).
PLEASE SIGN BELOW
X________________________________
SIGNATURE OF OWNER
X________________________________
SIGNATURE OF CO-OWNER, IF ANY
---------------------------------
***NOTICE FOR HOLDERS WHO HAVE
LOST THEIR CERTIFICATE(S)***
If any certificate for your
shares is not presented along
with this signed Acceptance Card,
the unpresented shares will be
deemed lost and your signature
above will acknowledge that you
agree to the terms of the offer
and conditions of the affidavit
described on the back of this
card.
---------------------------------
MY DAYTIME PHONE NUMBER IS ( )___________
QUESTIONS AND ANSWERS
1. How do I sell my Anthony & Sylvan 5. When will I receive my money?
shares?
Alpine Fiduciary Services, as
Simply sign and return the Acceptance Depositary, will mail checks promptly
Card along with your certificate(s). after the reciept of your acceptance
card. Please allow additional time
2. How much will Anthony & Sylvan pay for the mail to reach you.
me for selling my shares?
6. What if I lost my stock
We will pay $4.00 for each common share certificate(s) and wish to sell?
that is properly tendered by an eligible
holder. This price represents a 49% If you sign the Acceptance Card and do
premium over $2.68, the weighted average not submit your stock certificate, you
closing price of our common shares at will still receive $4.00 for each
which trades were reported on the Nasdaq common share of Anthony & Sylvan Pools
SmallCap Market for the period January 1, Corporation sold. No fee will be
2003 through October 24, 2003. It also assessed.
represents a 12% premium over the average
30 trading day closing price prior to the 7. How much time do I have to
announcement of this offer. participate?
3. Why is Anthony & Sylvan conducting The offer will expire on DECEMBER 11,
this program? 2003, unless extended. Your
authorization to participate is
We want to provide shareholders with irrevocable and must be received in
small numbers of shares an economical good order on or before that date.
means to sell their shares without Acceptance Cards received after
incurring brokerage commissions. We 5:00 p.m EST on December 11, 2003 may
also intend to terminate the not be accepted or may fall under the
registration of our common shares terms of any extension period.
under the Securities Exchange Act of
1934 if we have fewer than 300
shareholders of record as a result If you need assistance, please call:
of this offer. We expect to achieve
substantial savings by not having to
file periodic reports and proxy Georgeson Shareholder
materials with the SEC.
4. Do I have to sell my shares?
No. This program is voluntary. Toll Free Nationwide 1-800-213-0475
ANTHONY & SYLVAN POOLS CORPORATION RESERVES THE RIGHT TO EXTEND THE OFFER AT ANY
TIME AS WELL AS THE RIGHT TO REJECT OR WAIVE ANY IRREGULARITIES OF ANY
TRANSMITTAL NOT IN PROPER ORDER. THE PROGRAM IS NOT BEING MADE TO, NOR WILL
TENDERS BE ACCEPTED FROM, ANY SHAREHOLDER IN ANY JURISDICTION IN WHICH THE
PROGRAM WOULD NOT COMPLY WITH THE LAWS OF SUCH JURISDICTION. NEITHER ANTHONY &
SYLVAN POOLS CORPORATION NOR GEORGESON SHAREHOLDER COMMUNICATIONS INC. MAKES ANY
RECOMMENDATION AS TO YOUR PARTICIPATION IN THIS PROGRAM.
.................................................................................
AFFIDAVIT FOR LOST STOCK CERTIFICATE(S) OF ANTHONY & SYLVAN POOLS CORPORATION
By signing the front of this Acceptance Card, I agree to the following: I am the
lawful owner of the shares described on the front of this card. My missing
certificate(s) has not been endorsed, cashed, negotiated, transferred, assigned
or otherwise disposed of. I have made a diligent search for the certificate(s)
and have been unable to find it and make this Affidavit for the purpose of
inducing the transfer of the certificate(s) and the purchase of the shares
represented thereby without the surrender of the certificate(s), and hereby
agree to surrender the certificate(s) for transfer should I, at any time, find
the certificate(s).
SIGN THE FRONT OF THIS CARD
(C) 2003 COPYRIGHT OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.