EX-99.4 10 ex994tos3_10102003.htm sec document

                                                                    EXHIBIT 99.4

                            WEBFINANCIAL CORPORATION


                                                            ___________, 2003

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

            This letter is being distributed to securities  dealers,  commercial
banks, trust companies and other nominees in connection with the rights offering
(the "Rights Offering") by WebFinancial Corporation (the "Company") of shares of
its Common Stock (as such term is defined below),  pursuant to  non-transferable
subscription  rights  (the  "Rights")  distributed  to  all  holders  of  record
(collectively,  the  "Recordholders")  of shares of its common stock,  par value
$0.001 per share (the "Common Stock"),  at the close of business on ______, 2003
(the "Record Date"). The Rights are described in the Company's  Prospectus dated
_______, 2003 (the "Prospectus").

            In the Rights  Offering,  the Company is offering  an  aggregate  of
______ shares of Common Stock, as described in the Prospectus.

            The Rights will expire,  if not  exercised,  at 5:00 p.m.,  New York
City time, on _________,  2003,  unless  extended in the sole  discretion of the
Company (as it may be extended, the "Expiration Date").

            Each Right  entitles the holder thereof to subscribe for ____ shares
of Common  Stock  (the  "Basic  Subscription  Privilege")  at the cash  price of
$______ per share (the "Subscription Price").

            Each  Right also  entitles  the holder  thereof  to  subscribe  (the
"Over-Subscription  Privilege") for additional  shares of Common Stock that have
not been purchased by other  Recordholders  pursuant to their Basic Subscription
Privilege,  at the  Subscription  Price,  if such holder has fully exercised its
Basic Subscription Privilege. See "The Offering" in the Prospectus.

            The Rights are evidenced by a non-transferable Rights certificate (a
"Rights Certificate")  registered in your name or the name of your nominee. Each
beneficial  owner of shares of Common Stock  registered in your name or the name
of your nominee is entitled to one Right for each share of Common Stock owned by
such beneficial owner at the close of business on the Record Date.

            We are asking  persons who hold shares of Common Stock  beneficially
and who have  received  the Rights  distributable  with  respect to those shares
through a broker,  dealer,  commercial bank, trust company or other nominee,  as
well as persons who hold  certificates  of Common  Stock  directly and prefer to
have such  institutions  effect  transactions  relating  to the  Rights on their
behalf,  to contact  the  appropriate  institution  or nominee and request it to
effect the transactions for them. In addition,  we are asking  beneficial owners
who wish to obtain a separate  Rights  Certificate  to contact  the  appropriate
nominee as soon as possible and request that a separate  Rights  Certificate  be
issued.






            If  you  exercise  the  Over-Subscription  Privilege  on  behalf  of
beneficial owners of Rights, you will be required to certify to the Subscription
Agent and the Company, in connection with the exercise of the  Over-Subscription
Privilege,  as to the  aggregate  number  of Rights  that  have  been  exercised
pursuant to the Basic  Subscription  Privilege,  whether the Basic  Subscription
Privilege of each beneficial  owner of Rights on whose behalf you are acting has
been  exercised  in full,  and the  number  of  shares  of  Common  Stock  being
subscribed for pursuant to the  Over-Subscription  Privilege by each  beneficial
owner of Rights on whose behalf you are acting.

            Enclosed are copies of the following documents:

1.          Prospectus;

2.          Instructions as to Use of Rights Certificates;

3.          A form of letter that may be sent to your clients for whose accounts
            you hold shares of Common Stock  registered in your name or the name
            of your nominee, with an attached form of instruction;

4.          Notice of Guaranteed Delivery for Rights Certificates;

5.          Nominee Holder Certification;

6.          Substitute  Form W-9  (including  Guidelines  for  Certification  of
            Taxpayer Identification Number on Substitute Form W-9); and

7.          A return envelope  addressed to  _______________,  the  Subscription
            Agent.

            We are  asking  you to  contact  those  of your  clients  for  whose
accounts you hold shares of Common Stock  registered in your name or the name of
your nominee to obtain their instructions with respect to the Rights.

            All  commissions,  fees  and  other  expenses  (including  brokerage
commissions  and  transfer   taxes),   other  than  fees  and  expenses  of  the
Subscription Agent,  incurred in connection with the exercise of the Rights will
be for the  account of the holder of the Rights,  and none of such  commissions,
fees or expenses will be paid by the Company or the Subscription Agent.

            Your prompt  action is  requested.  To exercise  Rights,  you should
deliver the properly  completed and signed Rights  Certificate (or the Notice of
Guaranteed  Delivery if you are following the Guaranteed  Delivery  Procedures),
with  payment of the  Subscription  Price in full for each share of Common Stock
subscribed for, to the Subscription  Agent, as indicated in the Prospectus.  The
Subscription  Agent must receive the Rights  Certificate or Notice of Guaranteed
Delivery with payment of the  Subscription  Price,  including final clearance of
any checks,  prior to 5:00 p.m.,  New York City time,  on the  Expiration  Date.
FAILURE TO RETURN THE PROPERLY  COMPLETED  RIGHTS  CERTIFICATE  WITH THE CORRECT
PAYMENT  WILL RESULT IN YOUR NOT BEING ABLE TO EXERCISE  YOUR  RIGHTS.  A Rights
holder cannot revoke the exercise of its Rights.  Rights not exercised  prior to
the Expiration Date will expire.

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            Additional  copies  of the  enclosed  materials  and  assistance  or
information may be obtained from the Information Agent at _________________.

                                          Very truly yours,



                                          WEBFINANCIAL CORPORATION



Nothing in the Prospectus or in the enclosed  documents shall  constitute you or
any person as an agent of WebFinancial Corporation,  the Subscription Agent, the
Information  Agent or any other person  making or deemed to be making  offers of
the securities  issuable upon valid exercise of the rights,  or authorize you or
any other person to make any statements on behalf of any of them with respect to
the offering except for statements made in the Prospectus.

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