EX-99.A.2 4 ex_a2.txt EXHIBIT (A)(2) 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.