EXHIBIT(a)(4)
[Xxxx & Busters Logo]
June 4, 2002
Dear Shareholder:
We are pleased to inform you that our Company has entered into an Agreement
and Plan of Merger, dated as of May 30, 2002 (the "Merger Agreement"), with D&B
Acquisition Sub, Inc., a Missouri corporation (the "Purchaser"), a wholly owned
subsidiary of D&B Holdings I, Inc., a Delaware corporation (the "Parent").
Parent is a wholly owned subsidiary of Investcorp International, Inc. Pursuant
to the Merger Agreement, on June 4, 2002, Purchaser commenced a cash tender
offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of
common stock of the Company at a purchase price of $12.00 per share, net to the
shareholders in cash. The Offer will be followed by a Merger (the "Merger") of
Purchaser with and into the Company, pursuant to which any remaining Shares will
be converted into the right to receive the same consideration paid in the Offer,
in cash, without interest.
The Merger Agreement, and the transactions contemplated by the Merger
Agreement (including the Offer and the Merger) have been approved by a special
committee consisting of three independent directors of the Company (the "Special
Committee"). Based in part on the recommendation of the Special Committee, the
Board of Directors has unanimously approved the Merger Agreement and the
transactions contemplated thereby, and determined that each of the Offer and the
Merger is fair from a financial point of view to, and in the best interests of,
the shareholders of the Company. THE SPECIAL COMMITTEE AND THE BOARD OF
DIRECTORS, BASED IN PART ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE,
UNANIMOUSLY RECOMMEND THAT HOLDERS OF THE SHARES ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Special Committee and the Board of
Directors gave careful consideration to the factors described in the attached
Schedule 14D-9 that is being filed today with the Securities and Exchange
Commission, including, among other things, the opinion of Xxxxxxxx Xxxxx Xxxxxx
& Xxxxx Financial Advisors, Inc., the Special Committee's financial advisor,
that, as of the date of such opinion, the consideration to be received by the
unaffiliated shareholders of the Company in connection with the transaction, is
fair to them from a financial point of view. The attached Schedule 14D-9
describes in more detail the reasons for the conclusions of the Special
Committee and our Board of Directors and contains other information relating to
the Offer. In addition, a copy of the opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx,
which sets forth the assumptions made, procedures followed and matters
considered and limitations of the review conducted by Xxxxxxxx Xxxxx Xxxxxx &
Xxxxx, is included as Annex A to the Schedule 14D-9. You should read the
Schedule 14D-9, including the Annex and all of the Exhibits, carefully and in
its entirety.
The Offer to Purchase and related materials, including the Letter of
Transmittal, sent to you by Purchaser should be used for tendering your Shares
pursuant to the Offer. These documents state the terms and conditions of the
Offer, provide detailed information about the transactions and include
instructions as to how to tender your Shares. We urge you to read these
documents carefully in making your decision with respect to tendering your
Shares pursuant to the Offer.
Sincerely,
XXXXX X. XXXXXXXXX, CO-CEO
XXXXX X. XXXXXX, CO-CEO
