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EXHIBIT 4
XXXXXX XXXXXXXXXX
May 20, 1999
To Our Stockholders:
I am pleased to inform you that on May 12, 1999, Xxxxxx Industries, Inc.
("Xxxxxx") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Xxxxxxx Electric Co. and its wholly owned subsidiary, Emersub LXXIV, Inc.
(the "Purchaser"), providing for the acquisition of Xxxxxx for $21.25 per
outstanding share of common stock of the Company. Pursuant to the Merger
Agreement, on May 18, 1999, the Purchaser commenced a cash tender offer for all
shares of Xxxxxx's Common Stock, par value $1.25 per share (the "Common Stock"),
including the associated Common Stock Purchase Rights (the "Rights" and together
with the Common Stock, the "Shares"), at a price of $21.25 per Share (the
"Offer"). The Merger Agreement provides that each Share not acquired by the
Purchaser in the Offer will be converted into the right to receive cash in an
amount equal to the price per Share paid pursuant to the Offer in the subsequent
merger of Purchaser into Xxxxxx (the "Merger").
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTEREST OF, XXXXXX AND ITS STOCKHOLDERS.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF XXXXXX ACCEPT
THE OFFER AND TENDER THEIR SHARES.
In arriving at its recommendation, your Board of Directors gave careful
consideration to a number of factors described in the enclosed Schedule 14D-9,
including the opinion of Xxxxxxx & Company International, financial advisor to
Xxxxxx, that the consideration to be received by stockholders pursuant to the
Offer and the Merger is fair from a financial point of view.
Additional information with respect to the Offer is contained in the
enclosed Schedule 14D-9. Also enclosed is the Purchaser's Offer to Purchase and
related materials, including a Letter of Transmittal to be used for tendering
your Shares. I urge you to read the enclosed materials carefully before making
any decision with respect to tendering your Shares.
On behalf of the Board of Directors and management of Xxxxxx, I thank you
for your support throughout the years.
On behalf of the Board of Directors,
/s/ X. X. XXXXXXXX
X. X. Xxxxxxxx
Chairman of the Board,
President
and Chief Executive
Officer
