EXHIBIT 3
[LOGO] ECKERD CORPORATION
November 7, 1996
Dear Fellow Stockholders:
I am very pleased to inform you that, on November 2, 1996, the Company
entered into an Agreement and Plan of Merger with X. X. Xxxxxx Company, Inc.
and a wholly owned subsidiary of X. X. Xxxxxx, pursuant to which X. X. Xxxxxx
will, subject to the satisfaction of certain conditions, acquire the Company.
The Merger Agreement provides for a two-step acquisition transaction, the
first step being a tender offer (the "Offer") to purchase 50.1% of the
outstanding shares of the Company's common stock at a price of $35 per share
in cash. Following the completion of the Offer, upon the terms and subject to
the conditions of the Merger Agreement, the Company will be merged with
Parent's wholly owned subsidiary, and the remaining stockholders of the
Company will receive for each share of common stock of the Company either (i)
0.6604 shares of X. X. Xxxxxx common stock, if the Merger would be tax free to
the Company's stockholders, or (ii) $35 in cash if the Merger would not be tax
free to the Company's stockholders. The X. X. Xxxxxx offer will expire at
midnight, New York City time, on Friday, December 6, 1996, unless otherwise
extended.
The terms of the Offer and the Merger are described in more detail in the
Offer to Purchase being distributed to you, as well as in the Schedule 14D-9
attached hereto. Both these documents contain important information with
respect to the proposed transaction, including, in the case of the Offer to
Purchase, information as to how you can tender your shares into the Offer, and
you are encouraged to read both these documents carefully and in their
entirety.
After a thorough review of all the factors it considered relevant, which are
described in the attached Schedule 14D-9, and after consultation with its
financial advisor, the Board of Directors of the Company determined that the
terms of the X. X. Xxxxxx offer and merger are fair to, and in the best
interests of, the Company's stockholders.
ACCORDINGLY, THE BOARD RECOMMENDS THAT SHAREHOLDERS TENDER THEIR SHARES INTO
THE OFFER AND VOTE IN FAVOR OF THE MERGER.
As we proceed toward completion of this important transaction, your
management team will be working with the management of X. X. Xxxxxx to plan
how both our companies can best realize the anticipated benefits of this
transaction. We are pleased that our stockholders, in addition to receiving a
high price for their shares in the Company, will have an opportunity to
participate in the synergy we expect to be realized from this transaction
through their ownership of X. X. Xxxxxx stock.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Chairman of the Board of Directors
Mailing Address: PO Box 4689 . Clearwater, FL . 34618 . Street Address: 0000
Xxxxx Xxxxx Xxxx . Largo, FL . 33777 . Phone: (000) 000-0000
