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[GRAPHIC INDUSTRIES, INC. LOGO]
GRAPHIC INDUSTRIES, INC.
October 17, 1997
TO OUR STOCKHOLDERS:
On October 12, 1997, Graphic Industries, Inc. ("Graphic") entered into an
Amended and Restated Agreement and Plan of Merger, dated as of October 12, 1997
(the "Merger Agreement"), among Xxxxxxx Computer Services, Inc., Greenwich
Acquisition Corp. and Graphic. Pursuant to the Merger Agreement, Greenwich
Acquisition Corp. has amended its tender offer for the outstanding shares of
common stock of Graphic by increasing the price offered for such shares to
$21.75 per share, net to the seller in cash. The shares of common stock of
Graphic not acquired in the tender offer will be converted into the right to
receive $21.75 per share in cash pursuant to a merger of Graphic with Greenwich
Acquisition Corp. (subject to appraisal rights).
The amount to be paid pursuant to the tender offer is increased from the
$18.50 per share in cash originally offered. Your Board of Directors has
approved the tender offer, the Merger Agreement and the merger contemplated
thereby and determined that the tender offer and the merger, considered as a
whole, are fair to and in the best interests of the stockholders of Graphic.
Accordingly, your Board of Directors recommends that all of the stockholders of
Graphic accept the tender offer and tender all of their shares.
In arriving at its decision, the Board of Directors considered a number of
factors, including the opinion of Interstate/Xxxxxxx Xxxx Corporation, Graphic's
financial advisor, that the consideration to be received by the stockholders in
the tender offer and the merger is fair to the stockholders from a financial
point of view.
Accompanying this letter is a copy of Amendment No. 1 to Graphic's
Solicitation/Recommendation Statement on Schedule 14D-9, which contains
information regarding the factors considered by the Board of Directors in its
deliberations, a copy of the opinion of Interstate/Xxxxxxx Xxxx Corporation and
certain other information regarding the tender offer and the merger, and a copy
of an amended Information Statement pursuant to Rule 14f-1 under the Securities
Exchange Act of 1934, as amended. In addition, enclosed is the Supplement dated
October 17, 1997 to the Offer to Purchase dated October 3, 1997 of Greenwich
Acquisition Corp. together with related materials, including a revised Letter of
Transmittal to be used for tendering your shares. I urge you to read the
enclosed materials carefully before making a decision with respect to tendering
your shares in the tender offer.
I personally, along with the Board of Directors, management and associates
of Graphic, wish to thank you for your loyal support through the years.
Sincerely,
/s/XXXX X. XXXX XXX
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Xxxx X. Xxxx XXX
Chairman, President and Chief
Executive Officer
