EXHIBIT 99.7
December 20, 1996
Dear Eljer Stockholders:
I am pleased to inform you that on December 14, 1996 the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Xxxx
Industries, Inc. ("Xxxx") and Xxxx Acquisition Co., Inc., a wholly owned
subsidiary of Xxxx ("Xxxx Acquisition"), pursuant to which Xxxx Acquisition is
commencing a cash tender offer (the "Offer") to purchase all outstanding
shares of the Company's Common Stock at a price of $24.00 per share. Following
completion of the Offer, upon the terms and subject to the conditions of the
Merger Agreement, Xxxx Acquisition will be merged (the "Merger") into the
Company, and each share of the Company's Common Stock not purchased in the
Offer (other than any shares owned by the Company or any subsidiary of the
Company, Xxxx or Xxxx Acquisition and any shares held by holders who have
timely demanded appraisal rights in accordance with Delaware law) will be
converted into the right to receive $24.00 per share in cash, without
interest. Upon consummation of these transactions, the Company will be a
wholly owned subsidiary of Xxxx.
The Board of Directors of the Company has determined that each of the Offer
and the Merger is fair to, and in the best interests of, the Company's
stockholders, it has approved the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and it recommends
that the stockholders accept the Offer and tender all of their shares pursuant
to the Offer.
In reaching its decision, the Board of Directors carefully considered a
number of factors. These factors are described in the Schedule 14D-9 relating
to the Offer that is being filed today with the Securities and Exchange
Commission, a copy of which accompanies this letter. Among other things, the
Board of Directors considered the opinion of Bear, Xxxxxxx & Co. Inc., the
Company's financial advisor, that the consideration to be received by the
Company's stockholders in the Offer and the Merger is fair, from a financial
point of view, to such stockholders.
Accompanying this letter, in addition to the Schedule 14D-9, are the Offer
to Purchase, dated December 20, 1996, of Xxxx and Xxxx Acquisition, together
with related materials, including a Letter of Transmittal to be used for
tendering your shares, and the Company's Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder. The Information Statement, a copy of which is attached as Schedule
I to the Schedule 14D-9, is required to be sent to all stockholders of the
Company in advance of a change in the majority of the Board of Directors of
the Company without a meeting of the Company's stockholders.
The enclosed documents set forth the terms and conditions of the Offer and
the Merger and provide other detailed information relating to these
transactions, including instructions for tendering your shares. I urge you to
read them carefully.
Your investment and support over the years are very much appreciated.
Very best wishes,
XXXXX X. XXXXXXXX
Chairman, President & Chief
Executive Officer
