EXHIBIT 99.(L)
Triangle Pacific Corp.
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
June 19, 1998
Dear Stockholder:
I am pleased to inform you that on June 12, 1998, Triangle Pacific
Corp. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxxxxxxx Worldwide Industries, Inc. and Sapling Acquisition,
Inc. ("Purchaser"). Pursuant to the Merger Agreement, Purchaser today commenced
a tender offer to purchase all outstanding shares of the Company's Common Stock
(the "Shares") for $55.50 per share in cash. Under the Merger Agreement, if at
least a majority of the Shares are tendered, the tender offer will be followed
by a merger of Purchaser into the Company. In the merger, each share of Common
Stock will be converted into the same consideration as is paid in the tender
offer (other than shares held by the Purchaser and by dissenting stockholders,
if any).
THE BOARD OF DIRECTORS OF THE COMPANY (WITH ONE DIRECTOR ABSENT) HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THE MERGER AGREEMENT, AND HAS UNANIMOUSLY DETERMINED THAT EACH OF THE MERGER
AGREEMENT, THE TENDER OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS
OF, THE STOCKHOLDERS OF THE COMPANY. THE BOARD OF DIRECTORS OF THE COMPANY (WITH
ONE DIRECTOR ABSENT) UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER,
TENDER THEIR SHARES AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE MERGER.
In arriving at its recommendations, the Board of Directors gave
careful consideration to a number of factors. These factors included the
opinion dated June 12, 1998 of Xxxxxxx Xxxxx Xxxxxx, financial advisor to the
Company, to the effect that, as of such date and based upon and subject to
certain matters stated in such opinion, the cash consideration of $55.50 per
share to be received by the Company stockholders in the offer and the merger was
fair from a financial point of view to such stockholders.
Accompanying this letter is a Schedule 14D-9, which describes the
board's decision to recommend the tender offer and the merger. This document
contains important information relating to the transaction, and we urge you to
read it carefully.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman of the Board of Directors and
Chief Executive Officer
