EXHIBIT 3
[CORT BUSINESS SERVICES LOGO]
00000 Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
January 21, 2000
Dear Stockholder:
I am pleased to inform you that on January 14, 2000, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Wesco
Financial Corporation, Wesco Holdings Midwest, Inc. ("Parent") and C
Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of Parent. Pursuant
to the Merger Agreement, Purchaser is commencing a tender offer to purchase
all of the outstanding shares of the Company's common stock at a purchase
price of $28.00 per share in cash (the "Offer"). Following the successful
completion of the Offer, Purchaser will merge with and into the Company (the
"Merger") and the Company will become a wholly owned subsidiary of Parent.
Each share of the Company's common stock not purchased in the Offer will be
converted in the Merger into the right to receive $28.00 per share in cash or
such higher price per share as may be paid in the Offer.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
DETERMINING THAT THE MERGER IS ADVISABLE AND THAT THE TERMS OF THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS AND RECOMMENDS THAT YOU ACCEPT THE OFFER, TENDER YOUR SHARES
THEREUNDER TO THE PURCHASER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE
MERGER.
In arriving at this recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that has been filed with the Securities and Exchange Commission. Among other
things, the Board of Directors considered the opinion of SunTrust Equitable
Securities Corporation, dated January 14, 2000 (a copy of which is included
with the Schedule 14D-9), to the effect that, as of such date, the
consideration to be received by holders of shares in the Offer and the Merger
is fair from a financial point of view to such holders.
Accompanying this letter and the Schedule 14D-9 is the Offer to Purchase and
related materials, including a Letter of Transmittal to be used for tendering
your shares. These documents describe the terms and conditions of the Offer
and provide instructions regarding how to tender your shares. I urge you to
read the enclosed materials carefully.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President and Chief Executive
Officer
