Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Schedule 14D-1 and Schedule 13D 9 49K
2: EX-99.A.1 Offer to Purchase 40 227K
3: EX-99.A.2 Letter of Transmittal 12 58K
4: EX-99.A.3 Notice of Guaranteed Delivery 2 17K
5: EX-99.A.4 Broker Dealer Letter 3 19K
6: EX-99.A.5 Letter to Clients 3 17K
7: EX-99.A.6 Guidelines for Certification of Taxpayer Id 5± 19K
8: EX-99.A.7 Summary Announcement 3 21K
9: EX-99.A.8 Press Release-4/30/97 2 12K
10: EX-99.A.9 Press Release-5/2/97 1 9K
11: EX-99.C.1 Agreement and Plan of Merger 51 197K
12: EX-99.C.2 Agreement Dated as of April 29, 1997 1 8K
13: EX-99.C.3 Form of Stockholder Agreements for Individuals 13 39K
14: EX-99.C.4 Confidentiality Agreement 4 27K
15: EX-99.C.5 Letter Agreement 1 10K
16: EX-99.G Gkn Plc Report & Accounts 1996 95 334K
EX-99.A.5 — Letter to Clients
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SINTER METALS, INC.
AT
$37.00 NET PER SHARE
BY
GKN POWDER METALLURGY, INC.
A CORPORATION FORMED BY
GKN plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 2,
1997 (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 GKN Powder Metallurgy, Inc., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of GKN Powder
Metallurgy Holdings, Inc., a Delaware corporation ("Parent"), to purchase all
outstanding shares of Class A Common Stock, par value $.001 per share, and all
outstanding shares of Class B Common Stock, par value $.001 per share (together,
the "Shares"), of Sinter Metals, Inc, a Delaware corporation ("Company"), at a
purchase price of $37.00 per Share, net to the seller in cash, without interest,
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 29, 1997, among Parent, the Purchaser and the Company (the "Merger
Agreement"). Each of Parent and the Purchaser have been formed by GKN plc, a
public limited company registered in England, in connection with the Offer and
the transactions contemplated thereby. 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 $37.00 per Share, net to the seller in cash,
without interest.
2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) of the Offer that number of Shares which would
represent at least a majority of the outstanding Shares on a fully diluted
basis.
3. The Offer is being made for all of the outstanding Shares.
4. 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 provided or unless the required
taxpayer identification information is provided. See Instruction 10 of the
Letter of Transmittal.
5. The Board of Directors of the Company has unanimously approved the
Offer and the Merger (as defined in the Offer to Purchase) and determined
that the terms of the Offer and the Merger are fair to, and in the best
interests of, the stockholders of the Company, and recommends that the
stockholders of the Company accept the Offer and tender all of their Shares
pursuant thereto.
6. 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 the Depositary of (a) Certificates pursuant to
the procedures set forth in Section 3 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 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, MAY 30, 1997, 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, the 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 the Purchaser by SBC Warburg Inc. 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 COMMON STOCK
OF
SINTER METALS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 2, 1997 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
GKN Powder Metallurgy, Inc., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of GKN Powder Metallurgy Holdings, Inc., a Delaware
corporation ("Parent"), to purchase all outstanding shares of Class A Common
Stock, par value $.001 per share, and all outstanding shares of Class B Common
Stock, par value $.001 per share (together, the "Shares"), of Sinter Metals,
Inc., a Delaware corporation ("Company"), at a purchase price of $37.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer. Each of Parent and the Purchaser have
been formed by GKN plc, a public limited company registered in England, in
connection with the Offer and the transactions contemplated thereby. The Offer
is being made in connection with the Agreement and Plan of Merger, dated as of
April 29, 1997, among Parent, the Purchaser and the Company (the "Merger
Agreement").
This will instruct you to tender to the 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:* ____________
SIGN HERE
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Signature(s)
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(Print Name(s))
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(Area Code and Telephone Number(s))
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(Taxpayer Identification or
Social Security Number(s))
Dated:
------------------------------------------, 1997
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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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Dates Referenced Herein and Documents Incorporated by Reference
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