EXHIBIT 2
[LOGO FOR COINMACH]
May 26, 2000
Dear Stockholders:
We are pleased to inform you that, on May 12, 2000, Coinmach Laundry
Corporation ("Coinmach" or the "Company") entered into an Agreement and Plan
of Merger (the "Merger Agreement") with CLC Acquisition Corporation (the
"Purchaser"). Pursuant to the Merger Agreement, the Purchaser has today
commenced a tender offer (the "Offer") to purchase all of the outstanding
shares of Coinmach's Class A Common Stock and Class B Non-Voting Common Stock
(the "Shares"), at a price of $14.25 per Share net to the seller in cash (less
any required withholding taxes), without interest, subject to the terms and
conditions contained in the Offer to Purchase and the related Letter of
Transmittal that are included in Purchaser's offering materials. Under the
Merger Agreement, and subject to the terms thereof, following the Offer,
Purchaser will be merged with and into Coinmach (the "Merger") and all Shares
not purchased in the Offer (other than Shares held by Purchaser) will be
converted into the right to receive $14.25 per Share net to the Seller in
cash, (less any required withholding taxes) without interest thereon.
Your Board of Directors has unanimously (i) determined that the Offer and
the Merger are advisable, fair to, and in the best interests of, the Company's
stockholders (other than stockholders of the Purchaser) and (ii) approved the
Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger. The Coinmach Board of Directors recommends that
Coinmach's stockholders tender their Shares pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission. Among
other things, the Board of Directors considered the unanimous recommendation
and approval of a Special Committee of the Board of Directors (the "Special
Committee") that the Offer and the Merger are fair to, and in the best
interests of, the Company and its stockholders (other than stockholders of the
Purchaser), and the opinion of Lazard Freres & Co. LLC, the Special
Committee's investment banker, to the effect that, as of the date thereof, and
based on and subject to the matters described in the opinion, the price per
share of $14.25 to be received by Coinmach's stockholders (other than the
Purchaser or the stockholders of the Purchaser), is fair to such holders from
a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated May 26, 2000, of Purchaser, together
with related materials to be used for tendering your Shares. These documents
set forth the terms and conditions of the Offer and provide instructions as to
how to tender your Shares. We urge you to read the enclosed materials
carefully.
On behalf of the Board of Directors, management and employees of Coinmach, I
thank you for the support that you have given Coinmach.
Sincerely,
[LOGO FOR XXXXXXX X. XXXXXXXX]
Xxxxxxx X. Xxxxxxxx
Chairman of the Board and
Chief Executive Officer
Coinmach Laundry Corporation
00 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxx 00000. 000-000-0000
