Exhibit (a)(3)
[Logo]
July 13, 2001
Dear Fellow Shareholders:
I am pleased to inform you that on July 9, 2001, Full Line Distributors,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Broder Bros., Co. ("Broder") and FLD Acquisition Corp., a
wholly owned subsidiary of Broder ("Purchaser"), pursuant to which (i) Broder
will cause Purchaser to commence a tender offer (the "Offer") for all
outstanding shares of common stock of the Company at a price of $2.95 per
share, net to the seller in cash, and (ii) Purchaser will be merged with and
into the Company (the "Merger"). As a result of the Offer and the Merger, the
Company will become a wholly owned subsidiary of Broder.
Your Board of Directors has unanimously determined that the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
taken together, are fair to, and in the best interests of, the shareholders of
the Company, and recommends that all shareholders accept the Offer and tender
their Shares pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of CoView Capital,
Inc. to the effect that the $2.95 per share cash consideration to be received
by shareholders pursuant to the Offer and the Merger is fair, from a financial
point of view, to such shareholders.
In addition to the attached Schedule 14D-9 relating to the Offer, enclosed
is the Offer to Purchase, dated July 13, 2001, of Purchaser, together with
related materials, including a Letter of Transmittal to be used for tendering
your shares of common stock in the Offer. These documents set forth the terms
and conditions of the Offer and Merger and provide instructions as to how to
tender your shares. I urge you to read the enclosed materials carefully.
On behalf of your Board of Directors, I thank you for your continued
support.
Sincerely yours,
[Logo Signature]
Xxxxxx X. Xxxxxxx
Chairman of the Board
