EXHIBIT 7
SUN COAST INDUSTRIES, INC.
0000 XXXXX XXXXXXXXXXXX
XXXXXX, XXXXX 00000
FEBRUARY 3, 1998
To Our Stockholders:
We are pleased to inform you that on January 28, 1998, Sun Coast Industries,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxx Group, Inc. ("Xxxx") and Saffron Acquisition Corp., a
wholly owned subsidiary of Xxxx (the "Purchaser"), pursuant to which the
Purchaser has commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, par value $0.01 per share
(the "Shares"), for a cash price of $10.75 per Share. The Offer is conditioned
upon, among other things, the tender of at least a majority of the Shares
outstanding on a fully diluted basis. The Merger Agreement provides that
following consummation of the Offer, the Purchaser will be merged (the
"Merger") with and into the Company and those Shares that are not acquired in
the Offer will be converted into the right to receive $10.75 per Share in
cash.
The Board of Directors of the Company has unanimously approved the Merger
Agreement, the Offer and the Merger and determined that the terms of the Offer
and the Merger are fair to, and in the best interest of, the Company and the
holders of the Shares, and unanimously recommends that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer.
In arriving at its recommendation, the Board of Directors considered the
factors described in the accompanying Schedule 14D-9, including the opinion of
the Company's financial advisor, Xxxxxxxx Inc., to the effect that the
consideration to be received by the holders of the Shares is fair from a
financial point of view. A copy of Xxxxxxxx' written opinion, which sets forth
the assumptions made, procedures followed and matters considered in, and the
limitations on, the review by Xxxxxxxx in rendering its opinion is attached to
the Schedule 14D-9 as Schedule I.
The accompanying Offer to Purchase sets forth all of the terms of the Offer.
Additionally, the enclosed Schedule 14D-9 sets forth additional information
regarding the Offer and the Merger relevant to making an informed decision. We
urge you to read these materials carefully and in their entirety.
Xxxxx X. Xxxxxxx III Xxxxx Xxxxx
Chairman President and Chief
Executive Officer
