EX-99.(A)(1)(IV) 5 a25357exv99wxayx1yxivy.htm EXHIBIT (A)(1)(IV) exv99wxayx1yxivy
 

Exhibit (a)(1)(iv)
 
OFFER TO PURCHASE FOR CASH
BY
JACK IN THE BOX INC.
OF
UP TO 5,500,000 SHARES OF ITS COMMON STOCK
AT A PRICE OF
NOT GREATER THAN $61.00 PER SHARE NOR LESS THAN $55.00 PER SHARE
 
 
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 19, 2006, UNLESS THE OFFER IS EXTENDED.
 
November 21, 2006
 
To Our Clients:
 
Enclosed for your consideration are the Offer to Purchase, dated November 21, 2006 (the “Offer to Purchase”) and related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”) in connection with the offer by Jack in the Box Inc., a Delaware corporation (“Jack in the Box”), to purchase for cash up to 5,500,000 shares of its common stock, par value $.01 per share (the “Common Stock”), at a price not greater than $61.00 nor less than $55.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase. The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Letter of Transmittal.
 
Jack in the Box will, upon the terms and subject to the conditions of the Offer, determine a single per share price that it will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Jack in the Box will select the lowest purchase price not greater than $61.00 nor less than $55.00 per share that will allow it to purchase 5,500,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn. The price Jack in the Box will select is sometimes referred to as the “Final Purchase Price.” All shares properly tendered prior to the expiration date at prices at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase. Under no circumstances will interest be paid on the purchase price for the shares, regardless of any delay in making such payment. All shares acquired in the Offer will be acquired at the Final Purchase Price. Jack in the Box reserves the right, in its sole discretion, to purchase more than 5,500,000 shares in the Offer, and/or to amend the maximum aggregate purchase price, subject to applicable law.
 
Jack in the Box reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
 
Upon the terms and subject to the conditions of the Offer, if more than 5,500,000 shares, or such greater number of shares as Jack in the Box may elect to purchase, subject to applicable law, have been validly tendered, and not properly withdrawn before the expiration date, at prices at or below the Final Purchase Price, Jack in the Box will accept the shares to be purchased in the following order of priority: (i) from all holders of “odd lots” of less than 100 shares who properly tender all their shares at or below the Final Purchase Price and do not properly withdraw them before the expiration date (partial tenders will not qualify for this preference); (ii) from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions described in the Offer to Purchase and with appropriate adjustment to avoid purchases of fractional shares; and (iii) only if necessary to permit Jack in the Box to purchase the total number of shares desired to be purchased in this Offer, from holders who have tendered shares subject to the condition that a specified minimum number of the holder’s shares be purchased if any shares are purchased in the Offer


 

as described in the Offer to Purchase (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, Jack in the Box may not purchase all of the shares that you tender even if you tender them at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and shares not purchased because of proration provisions will be returned to the tendering stockholders at Jack in the Box’s expense promptly after expiration of the Offer. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
 
The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7 of the Offer to Purchase.
 
Jack in the Box’s directors and executive officers, other than L. Robert Payne, who is retiring from the Board of Directors and has not yet determined whether he will tender into the Offer, have advised Jack in the Box that they do not intend to tender their shares in the Offer. See Section 11 of the Offer to Purchase.
 
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
 
Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.
 
Please note the following:
 
1. You may tender your shares at prices not greater than $61.00 nor less than $55.00 per share, as indicated in the attached Instruction Form, net to you in cash, less applicable withholding taxes and without interest.
 
2. You should consult with your broker or other financial or tax advisors on the possibility of designating the priority in which your shares will be purchased in the event of proration.
 
3. The Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on Tuesday, December 19, 2006, unless Jack in the Box extends the Offer.
 
4. The Offer is for up to 5,500,000 shares (representing approximately 15.3% of the shares outstanding as of November 20, 2006).
 
5. Tendering stockholders who are tendering shares held in their name or who tender their shares directly to the Depositary will not be obligated to pay any brokerage commissions or fees to Jack in the Box or to the Dealer Managers, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Jack in the Box’s purchase of shares under the Offer.
 
6. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.
 
7. If you are an odd lot holder and you instruct us to tender on your behalf all such shares at or below the purchase price before the expiration of the Offer and check the box captioned “Odd Lots” on the attached Instruction Form, Jack in the Box will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the purchase price and not properly withdrawn.
 
8. If you wish to condition your tender upon the purchase of all shares tendered or upon Jack in the Box’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. Jack in the Box’s purchase of shares from all tenders that are so conditioned will be determined by random lot. To elect such a condition complete the box entitled “Conditional Tender” in the attached Instruction Form.
 
YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE OFFER. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 19, 2006, UNLESS THE OFFER IS EXTENDED.


 

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached Instruction Form.
 
The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of Common Stock of Jack in the Box. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of Common Stock of Jack in the Box residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.


 

INSTRUCTION FORM
 
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 21, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), in connection with the offer by Jack in the Box Inc., a Delaware corporation (“Jack in the Box”), to purchase for cash up to 5,500,000 shares of its common stock, par value $.01 per share (the “Common Stock”), at a price not greater than $61.00 nor less than $55.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest.
 
The undersigned hereby instruct(s) you to tender to Jack in the Box the number of shares indicated below or, if no number is specified, all shares you hold for the account of the undersigned, at the price per share indicated below, upon the terms and subject to the conditions of the Offer.
 
Aggregate Number Of Shares To Be Tendered By You For The Account Of The Undersigned:                 Shares.


 

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 to the Letter of Transmittal)
 
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):
 
(1) SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
 
By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Stockholder”, the undersigned hereby tenders shares at the purchase price as shall be determined by Jack in the Box in accordance with the terms of the Offer.
 
o  The undersigned wants to maximize the chance that Jack in the Box will accept for payment all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by Jack in the Box in accordance with the terms of the Offer. The undersigned understands that this action could result in the undersigned receiving a price per share as low as $55.00.
 
(2) SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
 
By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer”, the undersigned hereby tenders shares of Common Stock at the price checked. The undersigned understands that this action could result in Jack in the Box purchasing none of the shares tendered hereby if the purchase price determined by Jack in the Box for the shares is less than the price checked below.
 
                             
o
  $55.00   o   $56.50   o   $58.00   o   $59.50
o
  $55.25   o   $56.75   o   $58.25   o   $59.75
o
  $55.50   o   $57.00   o   $58.50   o   $60.00
o
  $55.75   o   $57.25   o   $58.75   o   $60.25
o
  $56.00   o   $57.50   o   $59.00   o   $60.50
o
  $56.25   o   $57.75   o   $59.25   o   $60.75
                        o   $61.00
 
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE.  IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.
 
A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered, unless previously properly withdrawn as provided in Section 3 of the Offer to Purchase, at more than one price.


 

 
ODD LOTS
(See Instruction 15 to the Letter of Transmittal)
 
To be completed ONLY if shares are being tendered by or on behalf of a person owning, beneficially or of record, as of the close of business on the date set forth in the Signature box below, and who continues to own, beneficially or of record, as of the expiration date, an aggregate of fewer than 100 shares.
 
The undersigned either (check one box):
 
  o  is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or
 
  o  is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.
 
 
CONDITIONAL TENDER
(See Instruction 14 to the Letter of Transmittal)
 
A stockholder may tender shares subject to the condition that a specified minimum number of the stockholder’s shares tendered pursuant to the Letter of Transmittal must be purchased if any shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless at least that minimum number of shares indicated below is purchased by Jack in the Box pursuant to the terms of the Offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and Jack in the Box urges stockholders to consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
 
  o  The minimum number of shares that must be purchased, if any are purchased, is:             shares.
 
If, because of proration, the minimum number of shares designated will not be purchased, Jack in the Box may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:
 
o The tendered shares represent all shares held by the undersigned.


 

 
The method of delivery of this document, is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
 
Jack in the Box’s Board of Directors has approved the Offer. However, none of Jack in the Box, any member of its Board of Directors, the Dealer Managers, the Information Agent or the Depositary makes any recommendation to stockholders as to whether they should tender or refrain from tendering their shares or as to the purchase price or purchase prices at which any stockholder may choose to tender shares. None of Jack in the Box, any member of its Board of Directors, the Dealer Managers, the Information Agent or the Depositary has authorized any person to make any recommendation with respect to the Offer. Stockholders should carefully evaluate all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions about whether to tender shares and, if so, how many shares to tender and the purchase price or purchase prices at which to tender.
 
SIGNATURE
 
Signature(s): _ _
 
Name(s): _ _
(PLEASE PRINT)
 
Taxpayer Identification or Social Security Number: _ _
 
Address(es): 
 
(INCLUDING ZIP CODE)
 
Phone Number (including Area Code): _ _
 
Date: _ _