1
November 12, 1998
Dear Shareholder:
We are pleased to inform you that on November 5, 1998, the Company entered
into an agreement and plan of merger (the "Merger Agreement") with Usinor, a
French corporation, one of the largest steelmakers in the world. Xxxxxx
currently owns 53.5% of the Company's common stock. Pursuant to the Merger
Agreement, Usinor, through a wholly-owned subsidiary, has commenced a tender
offer (the "Offer") for all outstanding shares of the Company's common stock
which it does not already own at the offer price of $6.375 per share, net to the
seller in cash. The Merger Agreement provides that, subject to satisfaction of
certain conditions, the Offer is to be followed by a merger (the "Merger") in
which the holders of any remaining Company shares will, subject to dissenters
rights, receive $6.375 per share, net to the seller in cash. The Offer is
currently scheduled to expire at 12:00 midnight, New York City time on Thursday,
December 10, 1998.
The Board of Directors of the Company (the "Board"), by the unanimous vote
of all directors present, based upon, among other things, the unanimous
recommendation and approval of a special committee of the Board comprised of
disinterested directors (the "Special Committee"), approved and found advisable
the Merger Agreement with Xxxxxx and has determined that the Offer and the
Merger are fair to, and in the best interests of, the Company, and recommends
that the Company's shareholders tender their shares pursuant to the Offer.
In determining to approve the Merger Agreement and the transactions
contemplated thereby, the Special Committee and the Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that has been filed with the Securities and Exchange Commission. Among other
things, the Special Committee and the Board considered the opinion of Xxxxxx
Brothers Inc., dated November 5, 1998 (a copy of which is included with the
Schedule 14D-9), that the cash consideration to be offered by Xxxxxx to the
shareholders of the Company other than Usinor and its subsidiaries is fair to
such shareholders.
The enclosed Schedule 14D-9 describes the Special Committee's and the
Board's decision and contains other important information relating to such
decision. We urge you to read it carefully.
Accompanying this letter and the Schedule 14D-9 is the Offer to Purchase
and related materials, including a Letter of Transmittal to be used for
tendering your shares. These documents describe the terms and conditions of the
Offer and provide instructions regarding how to tender your shares. We urge you
to read the enclosed material carefully.
Very truly yours,
/S/ Xxxxxx X. Xxxxxxxxx Signature
XXXXXX X. XXXXXXXXX
President and Chief Executive Officer
