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EXHIBIT 12
Letter to Shareholders of the Company.
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[XXXXXXX TECHNOLOGY INCORPORATED LETTERHEAD]
Dear Stockholder:
On October 23, 1995, Xxxxxxx Technology Incorporated (the "Company")
announced that it had entered into an Agreement and Plan of Merger ("Agreement")
with Diebold, Incorporated, ("Parent"), pursuant to which D-GT Acquisition,
Incorporated ("Purchaser"), a New York corporation and a wholly-owned subsidiary
of Parent, agreed to offer to purchase all of the issued and outstanding shares
of the Company's Common Stock at a price of $7.75 net per share payable in cash
through a tender offer to the stockholders of the Company (the "Offer"). The
Agreement provides for a subsequent merger of Purchaser into the Company at the
same price per share paid pursuant to the Offer.
Based in part on the opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation ("DLJ"), the Company's financial advisor, that the consideration to
be paid to stockholders of the Company in the Agreement is fair to such
stockholders from a financial point of view, your Board of Directors has
unanimously approved the Agreement and determined that the Agreement is in the
best interests of stockholders. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its decision to recommend the Offer, the Board of Directors
gave careful consideration to a number of factors, which are described in the
Schedule 14D-9 filed by the Company with the Securities and Exchange Commission
and enclosed with this letter. I urge you to read the Schedule 14D-9 carefully.
Finally, the Annual Meeting of the Company scheduled for November 16, 1995
will be adjourned until further notice in view of the proposed transactions
contemplated by the Agreement.
Sincerely,
XXXXXX X. XXXXXX
President and
Chief Executive Officer
