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EXHIBIT 32
[XXXXX & COMPANY INCORPORATED LOGO]
February 15, 1999
Special Committee of the Board of Directors
Xxxxxx General Corporation
000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Gentlemen:
We understand that Xxxxxx General Corporation ("Xxxxxx") and GLGR
Acquisition Corp. ("Acquisition Corp.") are entering into a Merger Agreement
dated February 15, 1999 (the "Agreement") proposing to effect the transaction as
described in the Agreement (the "Transaction").
As you know, Xxxxx & Company Incorporated ("Xxxxx") has been engaged by
Xxxxxx to render certain financial advisory services. In this connection,
pursuant to our February, 1988 engagement letter agreement, as amended July 1,
1998 (the "Engagement Letter"), you have asked us to render our opinion as to
the fairness of the consideration to be received by the shareholders of Xxxxxx
in connection with the Transaction from a financial point of view. Pursuant to
the Engagement Letter, Xxxxx will receive a fee upon consummation of the
Transaction.
Xxxxx, as part of its investment banking business, is regularly engaged in
the valuation of businesses and their securities in connection with mergers and
acquisitions, private placements and related financings, bankruptcy
reorganizations and similar recapitalizations, negotiated underwritings,
secondary distributions of listed and unlisted securities, and valuations for
corporate and other purposes. As you are aware, Xxxxxxx X. Xxxxxx, a managing
director of Xxxxx, serves as a director of Xxxxxx.
Our opinion as expressed herein reflects and gives effect to our general
familiarity with Xxxxxx over a period of time, as well as information concerning
Xxxxxx which we acquired during the course of this assignment, including
information provided by senior management in the course of a number of
discussions. We have not, however, conducted an independent appraisal of
Xxxxxx'x assets, or independently verified the information concerning Xxxxxx'x
operations or other data which we have considered in our review. In rendering
our opinion, we have relied upon and assumed the accuracy and completeness of
all of the financial and other information that was available to us from public
sources, that was provided to us by Xxxxxx or its representatives, or that was
otherwise reviewed by us. With respect to the financial projections provided to
us, we have assumed that they have been reasonably prepared in good faith
reflecting the best currently available estimates and judgments of the
management of Xxxxxx as to the future operating and financial performance of
Xxxxxx. In connection with rendering our opinion, we were not authorized to
solicit, and did not solicit, interest from any third party with respect to
Xxxxxx or any of its assets.
In arriving at our conclusion, we have considered, among other factors we
deemed relevant, (i) the terms of the draft Merger Agreement and related
documentation; (ii) the nature of the operations and financial history of
Xxxxxx, including discussions with senior management of Xxxxxx of the business
and prospects of Xxxxxx relating to, among other things, Xxxxxx'x operating
budget and financial projections; (iii) Xxxxxx'x filings with the Securities and
Exchange Commission, including audited and unaudited financial statements for
Xxxxxx; (iv) the historical price ranges and trading volumes for the common
stock of Xxxxxx; (v) certain financial and stock market information for certain
other companies in businesses related to those of Xxxxxx'x; (vi) certain
financial information relating to certain merger and acquisition transactions
involving companies in businesses related to those of Xxxxxx; and (vii) certain
publicly available information relating to premiums paid in certain selected
merger and acquisitions transactions. In addition to our review and analyses of
the specific information set forth above, our opinion herein reflects and gives
effect to our assessment of general
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Xxxxxx General Corporation
February 15, 1999
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economic, monetary, industry, regulatory, market and other conditions existing
as of the date hereof as they may affect the business and prospects of Xxxxxx.
It is understood that this opinion is for the information of the Special
Committee of the Board of Directors of Xxxxxx and may not be used for any other
purpose without our prior written consent, except that this opinion may be
included in its entirety in any filing made by Xxxxxx or Acquisition Corp. with
the Securities and Exchange Commission with respect to the Transaction.
This opinion does not constitute a recommendation as to what course of
action the Special Committee should pursue in connection with the Transaction.
The opinion rendered herein does not constitute a recommendation to shareholders
of Xxxxxx as to whether to vote in favor of the Transaction or to tender any or
all of their shares in connection with the Transaction.
Based upon and subject to the foregoing, it is our opinion as of the date
hereof that the consideration to be received by the shareholders of Xxxxxx in
connection with the Transaction is fair from a financial point of view.
Very truly yours,
XXXXX & COMPANY INCORPORATED
By: /s/ XXXXXXX X. XXXXXX
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Managing Director
[Xxxxx & Company Logo]
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