1
XXXXXXXX PBE LOGO
October 21, 1997
Dear Stockholder:
On behalf of the Board of Directors of Xxxxxxxx PBE, Inc. ("Xxxxxxxx"), I
am pleased to inform you that on October 14, 1997, Xxxxxxxx entered into an
Agreement and Plan of Merger (the "Agreement") with FinishMaster, Inc.
("FinishMaster") and FMST Acquisition Corporation, a wholly owned subsidiary of
FinishMaster ("Purchaser"), pursuant to which Purchaser has commenced today a
tender offer to purchase all of the outstanding shares of Xxxxxxxx'x common
stock, along with the stock purchase rights associated therewith (collectively,
the "Shares"), at a price of $8.00 per Share in cash (the "Tender Offer"). The
Tender Offer is currently scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, November 18, 1997.
Following the successful completion of the Tender Offer and upon approval
by stockholder vote, if required, Purchaser will be merged with and into
Xxxxxxxx (the "Merger"), and all Shares not purchased pursuant to the Tender
Offer will be converted into the right to receive $8.00 per Share in cash.
THE BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE TENDER OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, XXXXXXXX AND ITS
STOCKHOLDERS, HAS APPROVED THIS TENDER OFFER, THE AGREEMENT AND THE MERGER, AND
RECOMMENDS THAT YOU ACCEPT THE TENDER OFFER AND TENDER YOUR SHARES PURSUANT TO
THIS TENDER OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9 which is being filed
with the Securities and Exchange Commission. Among other things, the Board
considered the opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation to
the effect that the consideration of $8.00 per Share to be received by the
stockholders of Xxxxxxxx pursuant to the Tender Offer and Merger is fair, from a
financial point of view, to such stockholders. The enclosed Schedule 14D-9
describes the Board's decision and contains other important information relating
to that decision. I urge you to read it carefully.
On behalf of the Board of Directors, I thank you for the support you have
given to Xxxxxxxx.
Sincerely,
XXXXXXXX X. XXXXX, III
Xxxxxxxx X. Xxxxx, III
Chief Executive Officer
