Exhibit 3
BeautiControl, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxx 00000
September 20, 2000
To Our Stockholders:
I am pleased to inform you that, on September 13, 2000, BeautiControl, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Tupperware Corporation and B-C Merger Corporation, a wholly
owned subsidiary of Tupperware, pursuant to which B-C Merger Corporation has
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares of the Company's Common Stock for $7.00 per share. Under the terms of
the Merger Agreement, the Offer will be followed by a merger (the "Merger") of
B-C Merger Corporation with the Company, in which any remaining shares of
Company Common Stock will be converted into the right to receive $7.00 per
share in cash, without interest.
The Board unanimously determined that the terms of the Merger Agreement and
the transactions contemplated thereby, including the Offer and the Merger, are
advisable, fair to and in the best interests of the Company and its
stockholders. Accordingly, the Board unanimously approved the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
and unanimously recommends that the stockholders of the Company tender their
shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion (subject to the assumptions,
conditions and limitations described in such opinion) of Xxxx Xxxxxxxxx
Xxxxxxxx & Co., the Company's financial advisor, that the $7.00 per share in
cash to be received by the holders of Company Common Stock in the Offer and
the Merger is fair to such holders from a financial point of view. A copy of
the fairness opinion is attached as Annex I to the attached Schedule 14D-9,
and all stockholders are urged to carefully read the opinion in its entirety
for a description of the assumptions made, matters considered and limits on
the review undertaken by Xxxx Xxxxxxxxx Xxxxxxxx & Co.
In addition to the attached Schedule 14D-9 relating to the Offer, the Offer
to Purchase, dated September 20, 2000, of B-C Merger Corporation, together
with related materials, including a Letter of Transmittal to be used for
tendering your shares of Company Common Stock, has been mailed to stockholders
concurrently herewith. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
shares. I urge you to read the enclosed materials carefully.
Sincerely,
/s/ XXXXXXX X. XXXXX
Chief Executive Officer and
Chairman of the Executive Committee
