EXHIBIT 6.(A)
FIBREBOARD CORPORATION
[LOGO] 0000 XXXX XXXXXX, XXXXX 0000
XXXXXX, XXXXX 00000
May 30, 1997
Dear Stockholder:
I am pleased to inform you that on May 27, 1997, Fibreboard Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxxx Corning, a Delaware corporation ("Xxxxx Corning"), and
Sierra Corp., a Delaware corporation and a wholly owned subsidiary of Xxxxx
Corning (the "Offeror"). Pursuant to the Merger Agreement, the Offeror is
today commencing a tender offer (the "Offer") to purchase all outstanding
shares of Common Stock, par value $.01 per share, of the Company, including
the associated preferred share purchase rights (collectively, the "Shares") at
a price of $55.00 per Share, net to the seller in cash, without interest
thereon. The Merger Agreement provides that each Share not acquired by the
Offeror pursuant to the Offer will be exchanged for the same consideration
payable pursuant to the Offer in cash in connection with the merger (the
"Merger") of the Offeror into the Company, which will occur as soon as
practicable following the consummation of the Offer.
Your Board of Directors has unanimously approved the Merger Agreement and
the transactions contemplated thereby and determined that the Offer and the
Merger are fair to, and in the best interests of, the stockholders of the
Company. Accordingly, the Board of Directors recommends that stockholders
accept the Offer and tender their Shares to the Offeror 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 Xxxxxx, Read &
Co. Inc. ("Xxxxxx Read"), the Company's financial advisor, that, as of the
date of such opinion, the $55.00 per Share to be offered to the stockholders
of the Company in connection with the Offer and the Merger is fair, from a
financial point of view, to such stockholders. The full text of the written
opinion of Xxxxxx Read, which sets forth the procedures followed, assumptions
and qualifications made, matters considered and limitations of the review
undertaken in connection with such opinion, is attached hereto and
stockholders are urged to read the opinion in its entirety.
Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9. Also enclosed is the Offeror's Offer to Purchase,
dated May 30, 1997, and related materials, including a Letter of Transmittal
to be used for tendering your Shares. We urge you to read the enclosed
material and consider this information carefully.
Sincerely,
[LOGO OF XXXX X. XXXXX]
Chairman, President and
Chief Executive Officer
