FORM OF LETTER FROM BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES AND NOMINEES TO CLIENTS.
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
WEDGESTONE FINANCIAL
AT
$0.67 NET PER SHARE
BY
WEDGESTONE FINANCIAL
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON ___________________, 1998, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated February
___, 1998 (the "Offer to Purchase"), and a related Letter of Transmittal in
connection with the offer by Wedgestone Financial, a Massachusetts business
trust (the "Company") to purchase all outstanding shares of beneficial
interest, $1.00 par value per share held by the Public Shareholders (the
"Shares"), of the Company at a price of $0.67 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in a related Letter of Transmittal (which together constitute
the "Offer").
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 OR OUR NOMINEE
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.
We request instructions as to whether you wish to have us 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.
Your attention is invited to the following:
1. The tender price is $0.67 per Share, net to the seller in cash.
2. The Offer is being made for all outstanding Shares of the Public
Shareholders.
3. The Board of Directors of the Company and the Independent Directors
have determined that the Offer is fair to, and in the best interests of, the
shareholders of the Company, and recommends that shareholders accept the
Offer and tender their Shares pursuant to the Offer.
4. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on _________________, 1998, unless the Offer is extended.
5. Tendering shareholders 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 with respect to the purchase of Shares by
the Company pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to
us in enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified in your instructions. 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 made solely by the Offer to Purchase and the related Letter
of Transmittal and is being made to all holders of Shares. The Company is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Company will make
a good faith effort to comply. If after such good faith effort, the Company
cannot comply with such state statute, the Offer will not be made to (nor
will tenders be accepted from or on behalf of) the holders of Shares in such
state. 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 shall
be deemed to be made on behalf of the Company by ____________________ or one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR
CASH ALL OUTSTANDING SHARES OF BENEFICIAL INTEREST OF
WEDGESTONE FINANCIAL BY WEDGESTONE FINANCIAL
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated February ___, 1998, and the related Letter of
Transmittal (which together constitute the "Offer") in connection with the
offer by Wedgestone Financial, a Massachusetts business trust (the "Company")
to purchase all outstanding shares of beneficial interest, $1.00 par value
per share, held by the Public Shareholders (the "Shares"), of the Company.
This will instruct you to tender 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.
Dated ____________, 1998. SIGN HERE
Signature(s)
Number of Shares to be Tendered:
--------------------------------------
Please Type or Print Name(s)
Shares*
-------------------------------------
Please Type or Print Address
-------------------------------------
(Zip Code)
-------------------------------------
Area Code and Telephone Number
-------------------------------------
Taxpayer Identification Number or
Social Security Number
- ---------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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