-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYXzc24lek09R3saylsLQ30T3yHClkjyG8388udMQKzcNkJyNKF6CMkTOs5S86Ky Zhtdzk5EYh5Y+xxGQ8ltWg== 0000912057-96-000215.txt : 19960111 0000912057-96-000215.hdr.sgml : 19960111 ACCESSION NUMBER: 0000912057-96-000215 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960105 SROS: CSX SROS: NASD SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIMCO INC /DE/ CENTRAL INDEX KEY: 0000791243 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 330251163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38255 FILM NUMBER: 96501539 BUSINESS ADDRESS: STREET 1: 265 BRIGGS AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145464460 MAIL ADDRESS: STREET 2: 265 BRIGGS AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: CIMCO DATE OF NAME CHANGE: 19900926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIMCO INC /DE/ CENTRAL INDEX KEY: 0000791243 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 330251163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38255 FILM NUMBER: 96501540 BUSINESS ADDRESS: STREET 1: 265 BRIGGS AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145464460 MAIL ADDRESS: STREET 2: 265 BRIGGS AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: CIMCO DATE OF NAME CHANGE: 19900926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANNA M A CO/DE CENTRAL INDEX KEY: 0000045370 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340232435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: SUITE 36 5000 STREET 2: 200 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-2304 BUSINESS PHONE: 2165894000 FORMER COMPANY: FORMER CONFORMED NAME: HANNA MINING CO DATE OF NAME CHANGE: 19850523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANNA M A CO/DE CENTRAL INDEX KEY: 0000045370 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340232435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: SUITE 36 5000 STREET 2: 200 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-2304 BUSINESS PHONE: 2165894000 FORMER COMPANY: FORMER CONFORMED NAME: HANNA MINING CO DATE OF NAME CHANGE: 19850523 SC 14D1/A 1 SC 14D1/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ Amendment No. 1 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 CIMCO, Inc. (Name of Subject Company) Hanwest, Inc. and M.A. Hanna Company (Bidders) Common Stock, $0.01 Par Value (Title of Class of Securities) 171842107 (CUSIP Number of class of Securities) John S. Pyke, Jr. Vice President, General Counsel and Secretary M.A. Hanna Company Suite 36-5000 200 Public Square Cleveland, Ohio 44114 (216) 589-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Lyle G. Ganske, Esq. Nick E. Yocca, Esq. Jones, Day, Reavis & Pogue Stradling, Yocca, Carlson & North Point Rauth, P.C. 901 Lakeside Avenue 660 Newport Center Drive Cleveland, Ohio 44114 Suite 1600 (216) 586-3939 Newport Beach, California 92660 (714) 725-4000 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission on December 27, 1995 by Hanwest, Inc., a Delaware corporation (the "Purchaser"), and M.A. Hanna Company, a Delaware corporation, as bidders, with respect to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of CIMCO, Inc., a Delaware corporation (the "Company"), at $10.50 per share net to the seller in cash. Except as otherwise indicated herein, the information set forth in the Schedule 14D-1 and the Schedule 13D remains unchanged and each capitalized term used herein and not defined shall have the meaning ascribed to such term in the Schedule 14D-1 and the Schedule 13D. ITEM 10. ADDITIONAL INFORMATION. The response to Item 10 is hereby amended by adding the following statement: (f) On January 5, 1996, the Purchaser distributed to persons who are participants in the Company's Employee Stock Ownership Plan and 401(k) Plan certain information regarding the Offer and their rights with respect to the Offer. Copies of the materials distributed to these participants are included as Exhibits hereto and are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Form of Letter to Participants in CIMCO Employee Stock Ownership Plan. (a)(10) Form of Letter to Participants in CIMCO and Subsidiaries 401(k) Plan. PAGE 2 OF 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 5, 1996 HANWEST, INC. By: /s/ J.S. PYKE, JR. -------------------------------------- Name: J.S. Pyke, Jr. Title: Vice President and Secretary PAGE 3 OF 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 5, 1996 M.A. HANNA COMPANY By: /s/ J.S. PYKE, JR. ---------------------------------------- Name: J.S. Pyke, Jr. Title: Vice President, General Counsel and Secretary PAGE 4 OF 5 EXHIBIT INDEX Exhibit Description - ------- ----------- (a)(9) Form of Letter to Participants in CIMCO Employee Stock Ownership Plan. (a)(10) Form of Letter to Participants in CIMCO and Subsidiaries 401(k) Plan. PAGE 5 OF 5 EX-99.A-9 2 EXHIBIT 99-A.9 [LETTERHEAD OF CIMCO, INC.] LETTER TO PARTICIPANTS IN THE CIMCO EMPLOYEE STOCK OWNERSHIP PLAN OFFER TO PURCHASE CIMCO, INC. COMMON STOCK We are enclosing materials being sent to all stockholders of CIMCO, Inc., a Delaware corporation (the "Company"), relating to a tender offer by Hanwest, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of M.A. Hanna Company, a Delaware corporation, to purchase all outstanding shares of common stock, $.01 par value per share (the "Common Stock"), including any associated preferred stock purchase rights (collectively, the "Shares"), of the Company, for $10.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in its Offer to Purchase dated December 27, 1995 (the "Offer to Purchase") and in the related Letter of Transmittal, which together constitute the "Offer." The Offer is made only pursuant to the Offer to Purchase and the Letter of Transmittal, copies of which are enclosed for your information. PLEASE NOTE THAT PURSUANT TO THE PLAN (AS DEFINED BELOW), THESE MATERIALS ARE BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF APRIL 1994 30, 1995. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE ENTIRE BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE MATERIALS. IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A PARTICIPANT IN THE PLAN, PLEASE CONTACT KEN HASTINGS AT THE COMPANY AT 714-546-4460, EXTENSION 279. Under the terms of the CIMCO Employee Stock Ownership Plan (the "Plan") and the CIMCO Employee Stock Ownership Trust Agreement (the "Trust"), Shares owned by the Plan are held by Union Bank, the Trustee under the Plan and Trust ("Trustee"), for the benefit of participants of the Plan. This means that instead of direct ownership of Shares, you, through your account under the Plan and Trust (the "Account"), have an undivided interest in the Shares owned by the Trustee, that is, you are a "beneficial" stockholder. Since you are a beneficial owner of Shares, a copy of the Company's offering materials to its stockholders is being sent to you. You are urged to examine these materials carefully. The enclosed Letter of Transmittal, which direct stockholders are to use, has been enclosed for your information only and cannot be used to tender Shares held under the Plan. If you are also a direct stockholder of the Company, you will receive under separate cover another copy (or copies) of the offering materials which should be used to tender Shares you own directly if you should choose to do so. Only the Trustee can tender Shares owned by the Plan and Trust ("Plan Shares"). The Plan and Trust provide for a pass through to participants of the decision whether to tender Plan Shares. This letter describes how the Offer affects your interest under the Plan and sets forth the special procedures that must be followed in order for you to give valid and timely directions to the Trustee. AS A PARTICIPANT IN THE PLAN, YOU CAN HAVE SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE PLAN ("ALLOCATED SHARES") TENDERED ONLY BY FOLLOWING THESE INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT IN A DIRECT PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND WILL AFFECT YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW. YOU ALSO MAY DIRECT THE TRUSTEE NOT TO TENDER OR TO WITHDRAW ANY TENDER YOU HAVE DIRECTED IT TO MAKE. Before making a decision, you should read carefully the materials in the enclosed Offer to Purchase and the Tender Instruction Form. The trustee, Union Bank, makes no recommendation as to whether to tender or to refrain from tendering. The Offer is conditioned upon, among other things, the holders of at least a majority of the Shares (on a fully diluted basis) tendering such Shares pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer to Purchase for a description of the conditions to the Offer. If the Minimum Condition and the other conditions to the Offer are satisfied and the Purchaser consummates the Offer, the Company will be merged with and into the Purchaser, with the Company as the surviving corporation. In connection with the merger, any Shares that are not tendered in the Offer will be converted automatically into the right to receive $10.50 per Share, except for Shares held by any holder which exercises its appraisal rights pursuant to Section 262 of the Delaware General Corporation Law (see Sections 10 and 16 of the Offer to Purchase). The Offer to Purchase discusses these matters in detail. The Trustee will tender Allocated Shares upon the direction of Plan participants on the enclosed Tender Instruction Form. If you take no action, none of your Allocated Shares will be tendered by the Trustee. Any Unallocated Shares held in the Plan and Trust will be tendered or not tendered in accordance with the directions of the ESOP Committee. It is very important that you read all of the enclosed materials and follow the instructions carefully if you wish to direct the Trustee whether to tender any of your Allocated Shares. THE TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO DIRECT IT TO TENDER PLAN SHARES AND WILL NOT DISCLOSE IT TO THE COMPANY. The cash that is paid for the tendered Allocated Shares will be held by the Trustee in a money market fund pending reinvestment by the Trustee pursuant to the Plan. During the Offer period (and thereafter for so long as legal restrictions apply), the Trustee will not execute any transactions under the Plan including purchasing any Shares for the Plan. Instead, the Trustee will accumulate any of your contributions, Company contributions, and any loan repayments and invest these amounts in a money market fund pending reinvestment. NO DISTRIBUTIONS WILL BE MADE FROM YOUR ACCOUNT FOR ANY REASON DURING OR IMMEDIATELY FOLLOWING THE OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE TO TENDER SHARES. If you elect to direct the Trustee to tender your Allocated Shares, the enclosed Tender Instruction Form must be sent to the Trustee. The address to which the Form can be mailed or delivered is shown on the reply envelope. PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER SHARES IS 12:00 MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS EXTENDED, YOUR TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. All questions and requests for assistance should be addressed to Ken Hastings at the Company at (714) 546-4460, extension 279. IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR ALLOCATED SHARES OR NOT TO TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL IT OUT, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID. CIMCO, Inc. TENDER INSTRUCTION FORM FOR SHARES IN THE CIMCO EMPLOYEE STOCK OPTION PLAN (THE "PLAN") [label] TO UNION BANK, TRUSTEE: I am a participant in the above-referenced Plan who beneficially owns Shares, and, as such, I received a copy of the Letter to Participants. I wish to direct you as follows with respect to my Allocated Shares: TENDER INSTRUCTIONS AGREE TO TENDER ____ By checking this space, I direct the Trustee to tender ALL of my Allocated Shares. DETERMINE NOT TO TENDER ____ By checking this space, I direct the Trustee NOT to tender any of my Allocated Shares. I have read and understand the Offer to Purchase and the Letter To Participants and I agree to be bound by the terms of the Offer. I hereby direct Union Bank, as Plan Trustee, to follow the direction set forth above. If I have directed the Trustee to tender Plan Shares, I understand that the Trustee will hold and invest the proceeds from the sale of these Shares in a money market fund pending reinvestment pursuant to the Plan. I understand and declare that if the tender of Plan Shares directed by me is accepted, the payment received by the Trustee therefor will be full and adequate compensation for these Plan Shares in my judgment. - ------------------------------- -------------------------------- DATE SIGNATURE OF PARTICIPANT - -------------------------------- ------------------------------- SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS ------------------------------- ------------------------------- ------------------------------- ------------------------------- TELEPHONE NO. NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY 1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. IF YOU DO NOT RETURN THIS FORM BY THE DEADLINE, NO PLAN SHARES WILL BE TENDERED PURSUANT TO THIS FORM. YOUR DECISION WHETHER OR NOT TO HAVE SHARES TENDERED WILL BE KEPT CONFIDENTIAL. EX-99.A-10 3 EXHIBIT 99-A.10 [LETTERHEAD OF CIMCO, INC.] LETTER TO PARTICIPANTS IN THE CIMCO AND SUBSIDIARIES 401(K) PLAN OFFER TO PURCHASE CIMCO, INC. COMMON STOCK We are enclosing materials being sent to all stockholders of CIMCO, Inc., a Delaware corporation (the "Company"), relating to a tender offer by Hanwest, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of M.A. Hanna Company, a Delaware corporation, to purchase all outstanding shares of common stock, $.01 par value per share (the "Common Stock"), including any associated preferred stock purchase rights (collectively, the "Shares"), of the Company, for $10.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in its Offer to Purchase dated December 27, 1995 (the "Offer to Purchase") and in the related Letter of Transmittal, which together constitute the "Offer." The Offer is made only pursuant to the Offer to Purchase and the Letter of Transmittal, copies of which are enclosed for your information. PLEASE NOTE THAT PURSUANT TO THE PLAN (AS DEFINED BELOW), THESE MATERIALS ARE BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF SEPTEMBER 30, 1995. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE ENTIRE BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE MATERIALS. IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A PARTICIPANT IN THE PLAN, PLEASE CONTACT LAURANCE SIMMONS AT THE COMPANY AT 714-546-4460, EXTENSION 217. Under the terms of the CIMCO and Subsidiaries 401(k) Plan (the "Plan"), Shares owned by the Plan under the Company Stock Fund (the "Fund") are held by Union Bank, the Trustee under the Plan ("Trustee"), for the benefit of participants who have allocated a portion of their account under the Plan ("Account") to the Shares. This means that instead of direct ownership of Shares, you have an undivided interest in the Shares owned by the Trustee, that is, you are a "beneficial" stockholder. Since you are a beneficial owner of Shares, a copy of the Company's offering materials to its stockholders is being sent to you. You are urged to examine these materials carefully. The enclosed Letter of Transmittal, which direct stockholders are to use, has been enclosed for your information only and cannot be used by you to tender Shares held under the Plan. If you are also a direct stockholder of the Company, you will receive under separate cover another copy (or copies) of the offering materials which should be used to tender the Shares you own directly if you should choose to do so. Only the Trustee can tender Shares owned by the Plan ("Plan Shares"). The Plan provides for a pass through to participants, acting as "named fiduciaries" as described below, of the decision whether to tender Plan Shares. This letter describes how the Offer affects your interest under the Plan and sets forth the special procedures that must be followed in order for you to give valid and timely directions to the Trustee. AS A PARTICIPANT IN THE PLAN, YOU CAN HAVE SHARES BENEFICIALLY OWNED BY YOU UNDER THE PLAN TENDERED ONLY BY FOLLOWING THESE INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT IN A DIRECT PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND WILL AFFECT YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW. The Fund is invested in Shares, but it is valued in dollars. In the past, you have been provided statements showing the number of Shares allocated to your Account as of the dates of those statements. The exact number of Shares allocated to your Account during the Offer period will not be available to the Trustee prior to the expiration of the Offer. However, because the Plan requires Plan participants to tender all or none of the Shares allocated to their Account, the Trustee does not need to have this information available at this time. If the Purchaser consummates the Offer, the Trustee will receive $10.50 per Share for each Plan Share tendered at your direction and subsequently these proceeds will be allocated based on the number of Shares allocated to your Account on the date the Offer is consummated. Under the Plan, as a participant, you may direct the Trustee to tender all Shares allocated to your Account by following the procedures described in this Letter to Participants. You also may direct the Trustee not to tender any such Shares allocated to your Account or to withdraw any tender you have directed it to make. Before making a decision, you should read carefully the materials in the enclosed Offer to Purchase and the Tender Instruction Form. The trustee, Union Bank, makes no recommendation as to whether to tender or to refrain from tendering. The Offer is conditioned upon, among other things, the holders of at least a majority of the Shares (on a fully diluted basis) tendering such Shares pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer to Purchase for a description of the conditions to the Offer. If the Minimum Condition and the other conditions to the Offer are satisfied and the Purchaser consummates the Offer, the Company will be merged with and into the Purchaser, with the Company as the surviving corporation. In connection with the merger, any Shares that are not tendered in the Offer will be converted automatically into the right to receive $10.50 per Share, except for Shares held by any holder which exercises its appraisal rights pursuant to Section 262 of the Delaware General Corporation Law (see Sections 10 and 16 of the Offer to Purchase). The Offer to Purchase discusses these matters in detail. The Trustee will tender Shares upon the direction of Plan participants on the enclosed Tender Instruction Form. If you take no action, no Shares allocated to your Account will be tendered by the Trustee, unless the Committee under the Plan determines, in its fiduciary capacity, that such Shares should be tendered. Therefore, if you do not want the Shares allocated to your Account tendered, you should direct the Trustee not to tender them on the enclosed Tender Instruction Form. It is very important that you read all of the enclosed materials and follow the instructions carefully if you wish to direct the Trustee whether to tender any Shares allocated to your Account. THE TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO DIRECT IT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT AND WILL NOT DISCLOSE IT TO THE COMPANY. Each Plan participant is a "named fiduciary" (as defined in Section 402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended) with respect to a decision to direct the Trustee to tender or not tender the Shares allocated to his or her Account. Fiduciaries under ERISA (including persons designated as "named fiduciaries") are required to act prudently, solely in the interest of the Plan participants and beneficiaries, and for the exclusive purpose of providing benefits to Plan participants and beneficiaries. By signing, dating and returning the enclosed Tender Instruction Form, you are accepting your designation under the Plan as a "named fiduciary". You should therefore exercise your tender rights prudently. You should sign, date and return a Tender Instruction Form only if you wish to act as "named fiduciary". If you direct the Trustee to tender the Shares allocated to your Account, the cash that is paid for the tendered Shares will be held by the Trustee in a money market fund and then as soon as practicable will be reinvested by the Trustee in accordance with your current election under the Plan for future contributions. During the Offer period (and thereafter for so long as legal restrictions apply), the Trustee will not execute any transactions under the Fund including purchasing any Shares for the Fund. Instead, the Trustee will accumulate any of your contributions, Company contributions, and any loan repayments that you have directed into the Fund. The Trustee will invest these amounts in a money market fund, pending re-investment as directed. BECAUSE A PORTION OF YOUR ACCOUNT IS INVESTED IN THE FUND, NO DISTRIBUTIONS WILL BE MADE FROM THE PORTION OF YOUR ACCOUNT INVESTED IN THE FUND FOR ANY REASON (E.G., LOANS, DISTRIBUTIONS ON ACCOUNT OF RETIREMENT, DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT) DURING OR IMMEDIATELY FOLLOWING THE OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE TO TENDER SHARES. If you elect to direct the Trustee to tender Shares allocated to your Account, the enclosed Tender Instruction Form must be sent to the Trustee. The address to which the Form can be mailed or delivered is shown on the reply envelope. PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER SHARES IS 12:00 MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS EXTENDED, YOUR TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. All questions and requests for assistance should be addressed to Laurance Simmons at the Company at (714) 546-4460, extension 217. IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT OR NOT TO TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL IT OUT, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID. CIMCO, Inc, TENDER INSTRUCTION FORM FOR SHARES IN THE CIMCO AND SUBSIDIARIES 401(K) PLAN (THE "PLAN") [label -- same size as for Letter of Transmittal] TO UNION BANK, TRUSTEE: I am a participant in the above-referenced Plan who beneficially owns Shares, and, as such, I received a copy of the Letter to Participants. I wish to direct you as follows with respect to Shares allocated to my Account: TENDER INSTRUCTIONS ____ By checking this space, I direct the Trustee to tender ALL Shares allocated to my Account under the Plan. ____ By checking this space, I direct the Trustee NOT to tender any Shares allocated to my Account under the Plan. I have read and understand the Offer to Purchase and the Letter To Participants and I agree to be bound by the terms of the Offer. I hereby direct Union Bank, as Plan Trustee, to follow the direction set forth above. I acknowledged and agree that I am acting as a "named fiduciary" in providing this direction. If I have directed the Trustee to tender Shares allocated to my Account on my behalf, I understand that the Trustee will hold and invest the proceeds from the sale of these Shares in a money market fund, to be invested as soon as practicable in accordance with my investment election for new contributions, as described in the Letter to Participants. I understand and declare that if the tender of Shares allocated to my Account is accepted, the payment received by the Trustee therefor will be full and adequate compensation for these Shares in my judgment. - ------------------------------- -------------------------------------- DATE SIGNATURE OF PARTICIPANT - -------------------------------- -------------------------------------- SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- TELEPHONE NO. NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY 1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. YOUR DECISION WHETHER OR NOT TO HAVE SHARES ALLOCATED TO YOUR ACCOUNT TENDERED WILL BE KEPT CONFIDENTIAL. IF YOU DO NOT RETURN THIS FORM BY THE DEADLINE, NO PLAN SHARES ALLOCATED TO YOUR ACCOUNT WILL BE TENDERED BY THE TRUSTEE UNLESS THE COMMITTEE UNDER THE PLAN DETERMINES OTHERWISE. YOU WILL BE A "NAMED FIDUCIARY" WITH RESPECT TO ALL SHARES FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. -----END PRIVACY-ENHANCED MESSAGE-----