RANGER INDUSTRIES, INC.
January 12, 2001
Dear Shareholders:
We are pleased to inform you that on December 29, 2000 Ranger entered into
an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with
Xxxxxxxxx Enterprises, Inc. ("Xxxxxxxxx") and BEI Acquisition Corporation, a
wholly owned subsidiary of Ranger. Pursuant to the Merger Agreement, Xxxxxxxxx
commenced a cash tender offer on December 29, 2000 for up to 4,225,000 shares of
Ranger's common stock at a price of $2.00 per share. The Merger Agreement
provides, among other things, that, in connection with the completion of the
tender offer, BEI Acquisition Corporation will be merged with and into
Xxxxxxxxx, and each share of common stock of Xxxxxxxxx outstanding at the
effective time of the merger will be converted into the right to receive one
share of Ranger common stock, subject to certain adjustments. As a result,
Ranger will issue 14,720,000 shares of its common stock to the Xxxxxxxxx
shareholders.
Xxxxxxxxx'x Offer to Purchase, dated December 29, 2000, together with
related materials, including a Letter of Transmittal to be used for tendering
your shares, which were mailed to you by Xxxxxxxxx on or about December 29,
2000, set forth the terms and conditions of the Xxxxxxxxx tender offer and
provide instructions as to how to tender your shares.
Enclosed is Ranger's Solicitation/Recommendation Statement on Schedule
14D-9 which relates to the tender offer. I urge you to read the enclosed
materials carefully in making your decision with respect to tendering your
shares pursuant to the Xxxxxxxxx tender offer.
Sincerely,
Xxxxxx X. Xxxxxx
President and Chief Executive Officer
