1
Exhbiit (a)(6)
[ASR Letterhead]
February 19, 1999
Dear Shareholders:
We are pleased to inform you that our Company has entered into an
Agreement and Plan of Merger, dated as of February 12, 1999 (the "Merger
Agreement"), with RSA Holdings Corp. of Delaware ("Parent") and RSA Acquisition
Corp., a wholly-owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger
Agreement, Purchaser has today commenced a cash tender offer (the "Offer") to
purchase all of the outstanding common shares, $.01 without par value per share
(the "Shares"), of the Company at a purchase price of $14.125 per share, net to
the shareholder in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND THE OFFER AND DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST
INTERESTS OF, THE SHAREHOLDERS OF THE COMPANY. YOUR BOARD OF DIRECTORS
RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including, among
other things, the opinion of PaineWebber Incorporated, the Company's financial
advisor, and that the consideration to be offered to the shareholders in the
Offer pursuant to the Merger Agreement is fair to such shareholders from a
financial point of view.
In addition to the attached Schedule 14D-9, enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal, to
be used for tendering your Shares pursuant to the Offer. These documents state
the terms and conditions of the Offer, provide detailed information about the
transactions and include instructions as to how to tender your Shares. We urge
you to read these documents carefully in making your decision with respect to
tendering your Shares pursuant to the Offer.
Very truly yours,
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Xxxxxxx X. Xxxxxxxxxx
President and Chief Operating Officer