July 20, 2001 Dear Stockholder: We are writing to inform you that, on June 28, 2001, PJ America, Inc. ("PJAM") entered into an Agreement and Plan of Merger (the "Merger Agreement") with PJ Acquisition Corp. (the "Purchaser"), an entity formed by...Merger Agreement • July 20th, 2001 • Pj America Inc • Retail-eating places
We are writing to inform you that, on June 28, 2001, PJ America, Inc. ("PJAM") entered into an Agreement and Plan of Merger (the "Merger Agreement") with PJ Acquisition Corp. (the "Purchaser"), an entity formed by several of PJAM's officers, directors and significant stockholders (the "Investor Group"). Pursuant to the Merger Agreement, the Purchaser has today commenced a cash tender offer for all of the outstanding shares (the "Shares") of PJAM common stock at a price of $8.75 per share, in cash, less any amounts required by law to be withheld and paid to governmental entities, subject to the terms and conditions of the Offer to Purchase and the related Letter of Transmittal accompanying this letter (which, together with any amendments or supplements thereto, constitute the "Offer").
