OFFER TO PURCHASE FOR CASH
Up To 4,225,000 Shares of Common Stock
of
RANGER INDUSTRIES, INC.
at
$2.00 Per Share in Cash
by
BUMGARNER ENTERPRISES, INC.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JANUARY 30, 2001, UNLESS THE OFFER IS EXTENDED.
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December 29, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated December
29, 2000 and the related Letter of Transmittal (which, as amended or
supplemented from time to time, together, constitute the "Offer Documents") in
connection with the offer by Bumgarner Enterprises, Inc. ("Bumgarner"), a
Florida corporation, to purchase (the "Tender Offer") for cash up to 4,225,000
shares of common stock, par value $.01 per share (the "Shares"), of Ranger
Industries, Inc., a Connecticut corporation ("Ranger"), at a purchase price of
$2.00 per Share, net to the seller in cash (less any required withholding
taxes), without interest thereon, upon the terms and subject to the conditions
set forth in the Offer Documents. Holders of Shares whose certificates
representing such Shares (the "Share Certificates") are not immediately
available, or who cannot deliver their Share Certificates and all other required
documents to Continental Stock Transfer & Trust Company (the "Depositary") on or
prior to the Expiration Date (as defined in the Offer to Purchase), or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Shares according to the guaranteed procedures set forth in The
Tender Offer - Procedure for Tendering Shares of the Offer to Purchase.
We are the holder of record of Shares held 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 enclosed 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 us to tender
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 Documents.
Please note the following:
1. The offer price is $2.00 per Share, net to you in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to
the conditions set forth in the Offer Documents.
2. The Tender Offer is being made for up to 4,225,000 (approximately
80%) of the outstanding Shares.
3. The Tender Offer is being made pursuant to an Agreement and Plan of
Merger and Reorganization dated as of December 29, 2000 (the "Merger
Agreement"), among Bumgarner, Ranger and BEI Acquisition Corporation,
a wholly owned subsidiary of Ranger. The Merger Agreement provides
that BEI Acquisition Corporation will be merged with and into
Bumgarner (the "Merger"), simultaneously with the completion of the
Tender Offer, and Bumgarner will be the surviving corporation in the
Merger.
4. The board of directors of Ranger is not making any recommendation to
you as to whether you should tender or refrain from tendering your
Shares. You must make your own decision as to whether to tender your
Shares and, if so, how many Shares to tender. The Tender Offer is
being made to all Ranger shareholders, including shareholders who are
directors, officers or beneficial owners of more than five percent of
Ranger common stock. Certain of Ranger's directors and executive
officers, as well as certain beneficial owners of more than five
percent of Ranger common stock, have advised Bumgarner that they
intend to tender Shares in the Tender Offer.
5. The Tender Offer, proration period and withdrawal rights expire at
5:00 P.M., New York City time, on January 30, 2001, unless the Tender
Offer is extended.
6. The Tender Offer is not conditioned on any minimum number of Shares
being tendered. The Tender Offer is, however, subject to certain
other conditions set forth in the Offer to Purchase.
7. Any stock transfer taxes applicable to the sale of Shares to
Bumgarner pursuant to the Tender Offer will be paid by Bumgarner,
except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
8. Payment for Shares purchased pursuant to the Tender Offer will in all
cases be made only after timely receipt by the Depositary of (a)
Share Certificates or timely confirmation of the book-entry transfer
of such Shares into the account maintained by the Depositary at The
Depositary of Trust Company, pursuant to the procedures set forth in
The Tender Offer - Acceptance for Payment and Payment of the Offer to
Purchase, (b) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature
guarantees or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery, and (c) any
other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering shareholders at the same
time, depending upon when Share Certificates or confirmations of
book-entry transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility are actually received by the Depositary.
Except as disclosed in the Offer to Purchase, Bumgarner is not aware of
any state in which the making of the Tender Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Bumgarner becomes aware of any valid state statute prohibiting the making of the
Tender Offer or the acceptance of the Shares pursuant thereto, Bumgarner will
make a good faith effort to comply with such state statute or seek to have such
state statute declared inapplicable to the Tender Offer. If, after such good
faith effort, Bumgarner cannot comply with such state statute, the Tender Offer
will not be made to (nor will tenders be accepted from or on behalf of) holders
of Shares in such states. In any jurisdiction in which the securities, blue sky
or other laws require the Tender Offer to be made by a licensed broker or
dealer, the Tender Offer will be deemed to be made on behalf of Bumgarner by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
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
set forth on the reverse side of this letter. If you authorize the tender of
your Shares, all such Shares will be tendered unless otherwise specified on the
reverse side of this letter. An envelope to return your instructions to us is
enclosed. 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 Tender Offer.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
UP TO 4,225,000 SHARES OF COMMON STOCK
OF
RANGER INDUSTRIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated December 29, 2000 and the related Letter of Transmittal
in connection with the offer by Bumgarner Enterprises, Inc., a Florida
corporation, to purchase up to 4,225,000 shares of common stock, par value $.01
per share (the "Shares"), of Ranger Industries, Inc., a Connecticut corporation.
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the Offer
Documents.
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Number of Shares to be Tendered:* Sign Here
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Account Number:
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Signature(s)
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Please Type or Print Name(s)
Please Type or Print Address
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Area Code and Telephone No.
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Dated:
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Taxpayer Identification or
Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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