EXHIBIT (A)(6)
PJ AMERICA, INC.
July 20, 2001
Dear Stockholder:
We are writing to inform you that, on June 28, 2001, PJ America, Inc.
("PJAM") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with PJ Acquisition Corp. (the "Purchaser"), an entity formed by several of
PJAM's officers, directors and significant stockholders (the "Investor
Group"). Pursuant to the Merger Agreement, the Purchaser has today commenced a
cash tender offer for all of the outstanding shares (the "Shares") of PJAM
common stock at a price of $8.75 per share, in cash, less any amounts required
by law to be withheld and paid to governmental entities, subject to the terms
and conditions of the Offer to Purchase and the related Letter of Transmittal
accompanying this letter (which, together with any amendments or supplements
thereto, constitute the "Offer").
The Investor Group formed the Purchaser for the purpose of making this
Offer. Members of the Investor Group currently own approximately 40% of PJAM.
The Offer is conditioned, among other things, upon there having been
validly tendered and not withdrawn prior to the expiration date of the Offer
that number of Shares that together with the Shares owned by the Investor
Group constitute at least 90% of the outstanding Shares. The Merger Agreement
provides that, following the tender offer, the Purchaser will merge with and
into PJAM (the "Merger") in accordance with the applicable provisions of the
Delaware General Corporation Law. Following the Merger, PJAM will be the
surviving corporation and the separate existence of the Purchaser will cease.
At a meeting on June 28, 2001, we accepted the unanimous recommendation of
a Special Committee of independent directors and by unanimous decision of
those directors participating (i) determined that each of the Offer, the
Merger and the Merger Agreement is advisable, fair to and in the best
interests of PJAM and its stockholders (other than the Purchasers and the
members of the Investor Group); (ii) approved the Offer, the Merger and the
Merger Agreement and the transactions contemplated thereby; and (iii) resolved
to recommend that the stockholders accept the Offer and tender their Shares
pursuant to the Offer and, if applicable, approve and adopt the Merger
Agreement and the Merger.
In arriving at our recommendation, we gave careful consideration to the
factors described in "SPECIAL FACTORS--Recommendation of the Special Committee
and the Board; Fairness of the Offer and the Merger" in the enclosed Offer to
Purchase and in PJAM's Solicitation/Recommendation Statement on Schedule 14D-
9. Among the many factors considered by us in evaluating the tender offer and
the merger was the written opinion, dated June 27, 2001, delivered to the
Special Committee by its financial advisor, Banc of America Securities LLC,
that, as of the date of the opinion and subject to the various assumptions and
limitations described in the opinion, the offer price of $8.75 per share in
cash to be received by the holders of Shares, other than the Purchaser and the
Investor Group, pursuant to the proposed transaction was fair from a financial
point of view to those holders. The opinion contains a description of the
procedures followed, matters considered and assumptions and limitations on the
review undertaken by Banc of America Securities in rendering its opinion. The
written opinion of Banc of America Securities is attached as Annex A to the
Schedule 14D-9. The opinion does not constitute a recommendation by Banc of
America Securities to you as to whether or not you should tender your Shares
pursuant to the Offer or as to any other matter relating to the Offer. You
should read the opinion carefully and in its entirety.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and PJAM's Solicitation/Recommendation Statement
on Schedule 14D-9, which are being filed today with the Securities and
Exchange Commission. You should read these documents carefully and in their
entirety.
Sincerely,
PJ AMERICA, INC.
By: X. Xxxx Xxxxxxx
Chief Financial Officer
