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EXHIBIT 9
[SHERIDAN ENERGY, INC. LETTERHEAD]
August 31, 1999
Dear Stockholder:
On August 25, 1999, Sheridan Energy, Inc. ("Sheridan") entered into an
Agreement and Plan of Merger (the "Agreement") with Calpine Corporation
("Calpine") and its wholly owned subsidiary, CPN Sheridan, Inc. ("Purchaser"),
that provides for the acquisition of Sheridan by Purchaser. Under the terms of
the Agreement, the Purchaser has commenced a cash tender offer for all
outstanding shares of Xxxxxxxx'x common stock at $5.50 per share.
A Special Meeting of Xxxxxxxx'x Board of Directors ("Board" or "Board
of Directors") was held on August 24, 1999, to discuss the terms of the Merger
Agreement and the transactions contemplated thereunder. THE BOARD HAS
UNANIMOUSLY APPROVED THE OFFER AND THE MERGER AND DETERMINED THAT THE TERMS OF
THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
STOCKHOLDERS OF SHERIDAN. THE BOARD UNANIMOUSLY RECOMMENDS THAT ALL STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors. These factors included, among other
things, the opinion orally delivered on August 24, 1999 and in writing on
August 27, 1999, of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation,
financial advisor to Xxxxxxxx, that the cash consideration to be offered to
Xxxxxxxx'x stockholders pursuant to the cash tender offer and merger is fair to
the stockholders from a financial point of view.
Enclosed with this letter is a copy of Xxxxxxxx'x
Solicitation/Recommendation Statement on Schedule 14D-9 and related materials.
Also enclosed is the Offer for Purchase for Cash of Purchaser, together with
other related materials. These documents set forth the terms and conditions of
the offer and other important information. We encourage you to read the enclosed
materials carefully.
On behalf of myself, the other members of management and the Board of
Xxxxxxxx, I want to thank you for the support you have given Xxxxxxxx.
Sincerely,
SHERIDAN ENERGY, INC.
/s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
Chairman of the Board
