Exhibit 6
September 14, 1995
Board of Directors
U.S. Intec, Inc.
0000 Xxxx Xxxxx
Xxxx Xxxxxx, Xxxxx 00000
Members of the Board:
We understand that U.S. Intec, Inc. ("U.S. Intec") and G-I Holdings
Inc. ("G-I") intend to enter into an Agreement and Plan of Merger, generally in
the form of the draft dated September 14, 1995 provided to us (the "Agreement"),
which provides for, among other things, the merger (the "Merger") of U.S. Intec
with and into USI Acquisition Company Inc., a Texas corporation ("Sub") and a
direct wholly-owned subsidiary of G-I, formed to acquire all of the issued and
outstanding common stock of U.S. Intec., par value $.02 per share (the "Common
Stock"). Pursuant to the Agreement, G-I shall cause Sub to commence an offer to
purchase the Common Stock at a price of $9.05 per share net to the seller in
cash (the "Offer Consideration"). The terms and conditions of the Merger are
more fully set forth in the Agreement.
You have asked for our opinion as to whether the Offer Consideration
is fair from a financial point of view to the common shareholders of U.S. Intec.
For the purposes of the opinion set forth herein, we have:
i) reviewed the Forms 10-K of U.S. Intec for the
years ended December 31, 1989 through 1994 and the audited
financial statements contained therein;
ii) reviewed the Form 10-Q of U.S. Intec and the
unaudited financial statements contained therein for the
first six months ended June 30, 1995 and reviewed certain
other publicly available information;
iii) analyzed certain internal financial information,
including financial projections and certain reports on
sales, profitability, and working capital positions
concerning U.S. Intec prepared by its management;
iv) discussed the past and current operations, the
financial condition and the prospects of U.S. Intec with its
senior executives;
v) reviewed the reported prices and trading activity
for the Common Stock, as well as the process and trading
activity for certain other comparable building materials
companies;
vi) compared the financial performance and condition
of U.S. Intec with that of certain other comparable publicly
traded building materials companies;
vii) reviewed the financial terms, to the extent
publicly available, of certain comparable building materials
company merger transactions;
viii) reviewed the Agreement; and
Board of Directors
September 14, 1995
Page 2
ix) performed such other analyses as we have deemed
appropriate.
We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for purposes of this
opinion. In arriving at our opinion, we have not conducted a physical
inspection of the properties and facilities of U.S. Intec and have not made or
obtained any independent evaluations or appraisals of the assets or liabilities
of U.S. Intec. With respect to the financial projections, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of U.S. Intec's management as to the future
financial performance of U.S. Intec. Our opinion is necessarily based on
economic, market and other conditions as in effect on, and the information made
available to us as of, the date hereof.
We have acted as financial advisor to the Board of Directors of U.S.
Intec in connection with this Xxxxxx and will receive a fee and reimbursement of
expenses in connection with the issuance of this fairness opinion and in
connection with our role as financial advisor to U.S. Intec. As you are aware,
First Southwest Company and certain of its officers and employees currently own
in the aggregate 248,790 shares of Common Stock.
First Southwest Company is an investment banking firm engaged, among
other things, in the valuation of businesses and their securities in connection
with mergers and acquisitions, negotiated underwritings, secondary distributions
of listed and unlisted securities, private placements and valuations for estate
tax, corporate and other purposes.
The opinion set forth in this letter is solely for the benefit of the
Board of Directors and may not be relied upon in any manner whatsoever by any
other person or for any other purpose without our prior written consent.
Based upon and subject to the foregoing, we are of the opinion on the
date hereof that the Offer Consideration is fair from a financial point of view
to the common shareholders of U.S. Intec.
Very truly yours,
FIRST SOUTHWEST COMPANY
By: /s/ Xxxxxx Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxx Xxxxxxxx
Managing Director and General Counsel
