EXHIBIT 5
January 21, 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, the letter dated December 30, 1998 and the letter dated
January 14, 1999 (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.
In response to the Independent Committee's request, we are willing
to further extend our proposal until February 1, 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 execute a definitive
acquisition agreement and to consummate a Transaction between us and the
Company.
Yours truly,
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. 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
