Exhibit 99(a)(3)
[LOGO]
CABOT
INDUSTRIAL
November 5, 2001
Dear Fellow Shareholder:
As you are probably aware, on October 28, 2001, Cabot Industrial Trust and
Cabot Industrial Properties, L.P. entered into an agreement and plan of merger
with CalWest Industrial Properties, LLC and Rooster Acquisition Corp. providing
for the acquisition of all of the outstanding common shares of beneficial
interest of Cabot Industrial Trust (including the associated preferred share
purchase rights).
Rooster Acquisition Corp. has today commenced a cash tender offer for all
such outstanding shares of Cabot Industrial Trust at a price of $24.00 per
share, net to the seller in cash, less any withholding taxes and without
interest thereon. The merger agreement provides that, following the tender
offer, Rooster Acquisition Corp. will merge with and into Cabot Industrial
Trust, with Cabot Industrial Trust ultimately being the surviving entity and
any remaining shares, other than shares owned by CalWest Industrial Properties,
LLC and Rooster Acquisition Corp. and their affiliates, will be converted into
the right to receive $24.00 per share in cash, less any withholding taxes and
without interest thereon.
YOUR BOARD OF TRUSTEES, BY UNANIMOUS VOTE, (I) HAS DETERMINED THAT THE
MERGER AGREEMENT, THE TENDER OFFER, THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY, TAKEN TOGETHER, ARE FAIR TO, ADVISABLE AND IN THE BEST
INTERESTS OF CABOT INDUSTRIAL TRUST AND ITS SHAREHOLDERS (II) APPROVED THE
MERGER AGREEMENT AND (III) RECOMMENDS ACCEPTANCE AND APPROVAL BY THE HOLDERS OF
COMMON SHARES OF THE MERGER AGREEMENT, THE TENDER OFFER, THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY AND THAT YOU TENDER YOUR SHARES IN THE
TENDER OFFER.
In arriving at its recommendation, the Board of Trustees gave careful
consideration to the factors described in the enclosed tender offer materials
and Cabot Industrial Trust's Solicitation/Recommendation Statement on Schedule
14D-9. Included as Annex A to the Schedule 14D-9 is the written opinion, dated
October 28, 2001, of X.X. Xxxxxx Securities Inc., financial advisor to the
Board of Trustees, to the effect that, as of that date and based upon the
assumptions and qualifications set forth in the opinion, the consideration to
be received by holders of our shares, in the aggregate, pursuant to the Merger
Agreement was fair from a financial point of view to such holders (other than
CalWest Industrial Properties, LLC and its affiliates).
Enclosed for your consideration are copies of the tender offer materials and
Cabot Industrial Trust's Solicitation/Recommendation Statement on Schedule
14D-9, which are being filed today with the Securities and Exchange Commission.
These documents should be read carefully.
Sincerely,
/s/ XXXXXXXXX XXXXXXXXX-XXXXXXXX
Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
Chairman and Chief Executive Officer
