EXHIBIT (a)(1)
PSC Inc.
000 Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
June 19, 2000
Dear PSC Securityholder:
On behalf of the Board of Directors, I am pleased to inform you that PSC
Inc. has entered into an Agreement and Plan of Merger (the "Merger Agreement")
dated as of June 5, 2000, with two affiliates of Xxxxx Xxxxx Data Collection,
Inc.: Mohawk Corp. ("Parent") and Mohawk Acquisition Corp., a wholly owned
subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser
has commenced a cash tender offer to purchase all of the outstanding (i) shares
of PSC common stock for $8.45 per share, (ii) shares of PSC Series A
Convertible Preferred Stock for $105.625 per share and (iii) warrants to
purchase PSC common stock for $8.45 per underlying share of common stock less
the exercise price, in each case net to the seller in cash. The tender offer is
conditioned upon, among other things, a minimum of two-thirds of PSC's
outstanding securities on a fully diluted and as converted basis being validly
tendered and not withdrawn prior to the expiration of the tender offer.
Provided all of the conditions to the Merger Agreement are satisfied or waived,
the tender offer will be followed by a merger, in which each share of common
stock not tendered will be cancelled and converted into the right to receive
$8.45 per share in cash, each share of Series A Convertible Preferred Stock not
tendered will be cancelled and converted into the right to receive $105.625 per
share in cash.
The Board of Directors has determined that the Merger Agreement is fair to
and in the best interests of securityholders, and has approved, adopted and
declared advisable the Merger Agreement and resolved to recommend that
securityholders accept the tender offer and tender their securities.
In arriving at its recommendation, the Board gave careful consideration to a
number of factors, as described in the attached Solicitation/Recommendation
Statement on Schedule 14D-9, including the written opinion of Xxxxxxx Xxxxx &
Associates, Inc. ("Xxxxxxx Xxxxx") that, as of the date of the opinion and
based upon certain information, the consideration to be received by the holders
of PSC common stock pursuant to the Merger Agreement with Parent and Purchaser
is fair from a financial point of view to such holders. A copy of Xxxxxxx
Xxxxx' written opinion, which sets forth the assumptions made, procedures
followed and matters considered by Xxxxxxx Xxxxx in rendering its opinion, can
be found in Annex A to the Solicitation/Recommendation Statement. You should
read the opinion carefully in its entirety.
The Solicitation/Recommendation Statement sets forth the terms and
conditions of the tender offer and the merger, describes in more detail the
reasons for the Board's conclusions and contains other information relating to
the tender offer. We urge you to consider this information carefully in making
your decision with respect to tendering your securities pursuant to the tender
offer.
Also enclosed are Purchaser's Offer to Purchase, dated June 19, 2000,
Letters of Transmittal to be used for tendering your securities, and other
related documents.
Sincerely yours,
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President and Chief Executive
Officer
