EXHIBIT (a)(1)
October 30, 2000
[JPS PACKAGING LOGO]
Dear Stockholder:
We are pleased to inform you that JPS Packaging Company ("JPS") has entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Pechiney
Plastic Packaging, Inc. ("PPPI") and JPS Acquisition Inc., a wholly-owned
subsidiary of PPPI (the "Purchaser"), providing for the acquisition of JPS.
Pursuant to the Merger Agreement, the Purchaser has commenced a tender offer
for all the outstanding shares of JPS common stock at $7.86 per share, net to
the sellers in cash (the "Offer"). The Offer is conditioned upon, among other
things, the tender of at least a majority of the outstanding shares on a fully
diluted basis and applicable regulatory approvals.
Following the successful completion of the Offer, the Purchaser will be
merged into JPS (the "Merger"), and all shares not purchased pursuant to the
Offer will be converted into the right to receive $7.86 per share in cash
(without interest) in the Merger. As a result of the Merger, JPS will become a
wholly-owned subsidiary of PPPI.
After careful consideration, your board of directors unanimously approved
the Merger Agreement, the Offer and the Merger, and determined that the Merger
Agreement, and the transactions contemplated by it, including the Offer and
the Merger, are fair to and in the best interests of JPS and its stockholders.
The board of directors unanimously recommends that you accept the Offer and
tender your shares pursuant to the Offer.
In arriving at its recommendation, the board of directors considered a
number of factors, as described in the enclosed Solicitation/Recommendation
Statement on Schedule 14D-9, including the written opinion of JPS' financial
advisor, Xxxxxx X. Xxxx & Company, that as of the date of the opinion, the
consideration to be received by JPS stockholders in the Offer and the Merger
is fair from a financial point of view. A copy of the written opinion can be
found in Appendix B to the Schedule 14D-9. You should read the opinion
carefully.
Also enclosed are the Purchaser's Offer to Purchase, dated October 30,
2000, a Letter of Transmittal and other related documents. These documents set
forth the terms and conditions of the tender offer and provide instructions on
how to tender your shares. We urge you to read the enclosed materials
carefully in their entirety.
Very truly yours,
[Signature Logo]
Xxxx X. Xxxxxx
President and Chief Financial
Officer
