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[Xxxxxxx Xxxxxx Logo]
May 12, 2000
Dear Fellow Shareholders:
I am pleased to inform you that on April 28, 2000, Xxxxxxx Xxxxxx Building
Products, Inc. ("Xxxxxxx Xxxxxx") entered into a Merger Agreement (the "Merger
Agreement") with Guardian Fiberglass, Inc., a Delaware corporation ("Parent"),
and CAB Merger Corp., a Georgia corporation and a wholly owned subsidiary of
Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of Xxxxxxx Xxxxxx
common stock, no par value (the "Common Stock"), together with the associated
Series A Preferred Stock purchase rights (the "Rights" and, together with the
Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of
August 19, 1997, between Xxxxxxx Xxxxxx and SunTrust Bank, Atlanta, as Rights
Agent, for $18.35 per Share in cash, without interest. Under the Merger
Agreement and subject to the terms thereof, following the Offer, Purchaser will
be merged with and into Xxxxxxx Xxxxxx (the "Merger") and all Shares not
purchased in the Offer (other than Shares held in the treasury of the Company or
by any of its wholly owned subsidiaries, or owned by Parent or Purchaser or held
by shareholders who perfect and do not withdraw or otherwise lose their
dissenters' rights under Georgia law) will be converted into the right to
receive $18.35 per Share in cash, without interest.
Your Board of Directors, based upon the unanimous recommendation of the
Special Committee of the Board, has unanimously (i) determined that the Offer
and the Merger are fair to and in the best interests of Xxxxxxx Xxxxxx'x
shareholders (other than Parent and its affiliates) and (ii) approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger. The Xxxxxxx Xxxxxx Board of Directors recommends that Xxxxxxx Xxxxxx'x
shareholders accept the Offer and tender their Shares pursuant to the Offer.
In arriving at its recommendation, the Xxxxxxx Xxxxxx Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9
which has been filed today with the Securities and Exchange Commission,
including, among other things, the opinion, dated April 28, 2000, of Credit
Suisse First Boston Corporation, financial advisor to the Special Committee and
the Board of Directors of Xxxxxxx Xxxxxx, to the effect that, as of such date,
the consideration to be received by holders of Shares (other than Parent and its
affiliates) pursuant to the Offer and the Merger pursuant to the Merger
Agreement was fair to such shareholders from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated May 12, 2000, of Parent and Purchaser,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
Shares. I urge you to read the enclosed materials carefully.
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On behalf of myself, the Board of Directors and the other members of
management of Xxxxxxx Xxxxxx, I want to sincerely thank you for the support you
have given us over the years. If you have any questions about the Offer, please
feel free to call MacKenzie Partners, Inc., the Information Agent, at (212)
929-5550 (collect) or (000) 000-0000 (toll free).
Very truly yours,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
