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EXHIBIT 4
January 14, 1999
Board of Directors
St. Xxxx Xxxxx, Inc.
00000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the letter dated December 8, 1998, as modified on
December 16, 1998, and the letter dated December 30, 1998 (together, the "Prior
Letters"), from Xxxxxx Xxxx and Vestar Capital Partners III, L.P. (the
"Purchasers") to you in connection with our proposal to purchase 98% of the
outstanding common stock of St. Xxxx Xxxxx, Inc. (the "Company"). Capitalized
terms used and not defined herein shall have the meaning set forth in the Prior
Letters.
The Independent Committee has requested that we extend our proposal in
order to allow sufficient time for the Independent Committee to complete its
evaluation of the proposed Transaction. Accordingly, we are willing to extend
our proposal until January 22, 1999. Except for such extension, all the terms
and conditions of the Prior Letters remain in effect. We remain committed to
working with you and the Company to negotiate a definitive acquisition agreement
and consummate a Transaction between us and the Company.
Yours truly,
/s/ Xxxxxx X. Xxxx
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Xxxxxx Xxxx
VESTAR CAPITAL PARTNERS III, L.P.
By: Vestar Associates III, L.P.,
its General Partner
By: Vestar Associates Corporation III,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
cc: Independent Committee