Hurco Companies Inc – ‘SC 13E3’ on 6/3/03 re: Hurco Companies Inc – EX-3

On:  Tuesday, 6/3/03, at 1:12pm ET   ·   Accession #:  909518-3-357   ·   File #:  5-31650

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Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement -- Going-Private                8     31K 
                          Transaction                                            
 2: EX-1        (A) (1)                                               26    122K 
 3: EX-2        (A) (2)                                               14     77K 
 4: EX-3        (A)(3)                                                 2     11K 
 5: EX-4        (A)(4)                                                 2     11K 
 6: EX-5        (A)(5)                                                 3     12K 

EX-3   —   (A)(3)

EX-3
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                                                                  Exhibit (a)(3)

 HURCO COMPANIES, INC.
Offer to Purchase for Cash
All Shares of its Common Stock, No Par Value
 Held by Holders of 99 or Fewer Shares

--------------------------------------------------------------------------------
   THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, JULY
1, 2003, UNLESS EXTENDED OR EARLIER TERMINATED                        
--------------------------------------------------------------------------------

                                                                    June 3, 2003

To Brokers, Dealers, and Commercial Banks,                                      
Trust Companies and Other Nominees:                                             

      Hurco Companies, Inc. ("Hurco") is offering to purchase for cash
shares of its common stock (the "Shares") held by holders of 99 or fewer Shares,
at price of $3.35 per Share, upon the terms and subject to the conditions set   
forth in Hurco's Offer to Purchase, dated June 3, 2003, and in the related      
Letter of Transmittal, which together constitute the "Offer."                   

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER
 OF SHARES BEING TENDERED PURSUANT TO THE OFFER.

         No fees or commissions will be payable by Hurco to brokers, dealers
or any person for soliciting tenders of Shares pursuant to the Offer as         
described in the Offer to Purchase. Hurco will, upon request, reimburse brokers 
and banks for reasonable and customary handling and mailing expenses incurred by
them in forwarding materials relating to the Offer to their customers. Hurco    
will pay all stock transfer taxes applicable to its purchase of Shares pursuant 
to the Offer, subject to Instruction 5 of the Letter of Transmittal and the     
limitations set forth in the Offer to Purchase.                                 

        For your information and for forwarding to your clients (including
those holding over 99 Shares) for whom you hold Shares registered in your name  
or in the name of your nominee, we are enclosing the following documents:       

1. Offer to Purchase, dated June 3, 2003;                 

        2. Form of Letter to Clients which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of your   
nominee, with space provided for obtaining the client's Instructions with regard
to the Offer;                                                                   

         3. The Notice of Guaranteed Delivery to be used to accept the Offer
if Shares and all other required documents cannot be delivered to the Depositary
by the Expiration Date;                                                         

           4. Letter of Transmittal for your use and for the information of your
clients, which includes a Form W-9 (including instructions) providing           
information relating to backup U.S. federal income tax withholding; and         

         5. A return envelope addressed to EquiServe Trust Company, N.A., as
Depositary.                                                                     

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE
OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, JULY
1, 2003. WHILE THE TENDER OFFER IS OPEN ONLY TO STOCKHOLDERS OWNING 99 OR LESS  
SHARES, WE ASK THAT YOU DELIVER THE OFFERING MATERIALS TO ALL STOCKHOLDERS FOR  
INFORMATIONAL PURPOSES.                                                         

NY2:\1263112\03\R2MG03!.DOC\53459.0004                                          

EX-3
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           In order to take advantage of the Offer, a stockholder must do either
(1) or (2) below before the Offer expires:                                      

          (1) A duly executed and properly completed Letter of Transmittal (or
agents message) and any other required documents should be sent to the          
Depositary with certificate(s) representing the tendered Shares, all in         
accordance with the instructions set forth in the Letter of Transmittal and the 
Offer to Purchase; or                                                           

        (2) Comply with the guaranteed delivery procedure set forth in the
Offer to Purchase.                                                              

   Any inquiries you may have with respect to the Offer, and any
requests for additional copies of the enclosed materials, should be addressed to
Innisfree M&A Incorporated, the Information Agent for the Offer at (212)        
750-5833 (collect for banks and brokers), all others call toll free: (888)      
750-5834.                                                                       

                               Very truly yours,

                                    Hurco Companies, Inc..

Enclosures                                                                      

 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF HURCO OR ANY OF ITS AFFILIATES
OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR  
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER  
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.      

   The Offer is not being made to (nor will tenders of Shares be
accepted from or on behalf of) stockholders in any jurisdiction in which the    
making or acceptance of the Offer would not be in compliance with the laws of   
such jurisdiction.                                                              

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3’ Filing		Date		First		Last			Other Filings
		7/1/03		1
Filed on:		6/3/03		1					8-K
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