EXHIBIT (f)
[DURAKON INDUSTRIES LETTERHEAD]
June 25, 1999
To Our Shareholders:
I am pleased to inform you that on June 17, 1999, Durakon Industries, Inc.
("Durakon") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxxxxxxxx Partners IV, L.P. ("Xxxxxxxxxx"), and LPIV
Acquisition Corp. ("LPIV"), a wholly owned subsidiary of Xxxxxxxxxx, pursuant
to which LPIV has commenced today a tender offer (the "Offer") for all
outstanding shares of Durakon Common Stock for $16.00 per share in cash. The
Offer is conditioned upon there having been validly tendered and not withdrawn
prior to the expiration of the Offer at least 90% of the then outstanding
shares of Durakon Common Stock.
Following the completion of the Offer, upon the terms and subject to the
conditions of the Merger Agreement, LPIV will be merged into Durakon (the
"Merger"), and each share of Durakon Common Stock other than shares of Common
Stock owned by Durakon, Xxxxxxxxxx, LPIV or any direct or indirect wholly
owned subsidiary of Durakon or Xxxxxxxxxx immediately prior to the effective
time of the Merger, will be cancelled and converted into the right to receive
$16.00 in cash, the same price per share paid pursuant to the Offer. If
immediately prior to the expiration of the Offer, more than a majority but
less than 90% of the then outstanding shares have been tendered in the Offer
and not withdrawn, LPIV will not purchase any shares of Durakon Common Stock
pursuant to the Offer and, instead, Durakon will promptly convene a special
meeting of the shareholders of Durakon to consider and take action on the
Merger Agreement and the transactions contemplated thereby.
Your Board of Directors has unanimously approved the Offer and the Merger,
has determined that the Offer and the Merger are in the best interests of and
fair to the shareholders of Durakon from a financial point of view, and
recommends that shareholders accept the Offer and tender all their shares
pursuant to the Offer. In arriving at its decision, your Board of Directors
gave careful consideration to a number of factors described in the enclosed
Schedule 14D-9 that is being filed today with the Securities and Exchange
Commission. The enclosed Schedule 14D-9 describes the Board's decision and
contains other important information relating to that decision. We urge you to
read it carefully.
Accompanying this letter, in addition to the Schedule 14D-9, is the Offer to
Purchase, together with related materials including a Letter of Transmittal
for use in tendering shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how you can tender your
shares. We urge you to read the enclosed materials carefully and consider all
the factors set forth therein before making your decision with respect to the
Offer.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President and Chief Executive
Officer
