THE XXXXXX XXX COMPANY, INC
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
July 30, 1999
Dear Stockholder:
On May 12, 1999, The Xxxxxx Xxx Company, Inc. ("Xxxxxx Xxx") entered into an
agreement and plan of merger with Three Cities Fund II, L.P., Three Cities
Offshore II C.V. and TCR Acquisition Sub Co. ("Merger Sub") pursuant to which
Merger Sub will merge (the "Merger") into Xxxxxx Xxx with Xxxxxx Xxx as the
surviving corporation. In the Merger, you will have the right to elect to
receive $7.00 per share in cash in exchange for some or all of your shares of
Xxxxxx Xxx'x Common Stock. However, if you elect to receive cash for some or all
of your shares and the holders of more than 2,111,966 shares elect to receive
cash, then there will be a pro rata reduction so that you will receive cash for
some of your shares and keep the remainder of your shares.
Xxxxxx Xxx has appointed American Stock Transfer & Trust Company as the
exchange agent (the "Exchange Agent") to exchange certificates representing
shares of Common Stock for cash and to issue certificates representing shares
for which a valid election is made but that do not receive cash because of a pro
rata reduction, if any. If you elect to receive cash in exchange for your shares
of Common Stock, you must submit to the Exchange Agent the stock certificate(s)
representing your shares, along with the enclosed Form of Election and any other
supporting documentation required by the Exchange Agent. Please read the Form of
Election carefully and be sure to follow the instructions.
If you elect to receive cash for your shares of Common Stock and you wish to
send your certificate(s) and Form of Election by mail, we recommend sending them
by registered mail, properly insured. An envelope addressed to the Exchange
Agent is enclosed for your convenience. Your properly completed Form of
Election, together with your stock certificate(s) (unless you comply with the
guaranteed delivery procedures set forth in the Form of Election) and all other
required documents must be received by the Exchange Agent by 5:00 p.m. New York
time on Tuesday, August 17, 1999.
IF YOU DO NOT ELECT TO RECEIVE CASH IN EXCHANGE FOR YOUR SHARES OF COMMON
STOCK, YOU SHOULD NOT COMPLETE A FORM OF ELECTION.
THE ACCEPTANCE AND DELIVERY OF ANY FORMS OF ELECTION BY OR TO THE EXCHANGE
AGENT (OR ANY OTHER AUTHORIZED PERSON) WILL NOT OF ITSELF CREATE ANY RIGHT TO
RECEIVE CASH IN EXCHANGE FOR THE SHARES OF COMMON STOCK LISTED ON THE FORM OF
ELECTION, AND SUCH RIGHT WILL ARISE ONLY IF THE MERGER IS CONSUMMATED AND ONLY
TO THE EXTENT PROVIDED IN THE MERGER AGREEMENT.
If you have any questions about your surrender of certificate(s), please
contact the Exchange Agent at (000) 000-0000 or (000) 000-0000 for additional
information.
Very truly yours,
THE XXXXXX XXX COMPANY, INC.
By: /s/ XXXX X. XXXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxxx, Chairman of the Board
and
Chief Executive Officer
