Exhibit 99.1
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LETTER TO CLASS A STOCKHOLDERS OF RECORD
THE XXXXXX GROUP, INC.
UP TO 1,248,157 SHARES OF CLASS A COMMON STOCK
OFFERED PURSUANT TO WARRANTS DISTRIBUTED TO
STOCKHOLDERS OF THE XXXXXX GROUP, INC.
Dear Stockholders:
This letter is being provided to all holders of Class A common stock,
of record on _________, 2001 (the "Record Date"), of The Xxxxxx Group, Inc. (the
"Company"), in connection with the distribution of warrants ("Warrants") to
purchase shares of the Company's Class A Common Stock, $.015 par value (the
"Class A Common Stock"), at the warrant exercise price of $9.00 per share (the
"Warrant Exercise Price"). The warrants are further described in the Prospectus
dated ________, 2001 (the "Prospectus"). In addition, the Warrant Exercise Price
will be reduced to $6.00 during a reduction period of at least 30 days to be set
by our Board of Directors.
Each beneficial owner of shares of the Company's Class A Common Stock
is entitled to receive one Warrant for each share of Class A Common Stock owned
as of the Record Date, and to purchase one (1) share of the Class A Common Stock
for each Warrant held.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Warrant Certificate; and
3. Instructions.
The Warrants have a five-year term and will expire at 5:00 p.m., New
York City Time, on ___________, 2006, unless extended by the Company (the
"Expiration Time").
To exercise the Warrants, a properly completed and executed Warrant
Certificate and payment in full of the aggregate Warrants Exercise Price for all
of the Warrants exercised must be delivered to American Stock Transfer & Trust
Company, as indicated in the Prospectus, prior to the Expiration Time.
Additional copies of the Prospectus may be obtained from American Stock
Transfer & Trust Company. Its toll-free telephone number is (000) 000-0000.
Very truly yours,
THE XXXXXX GROUP, INC.
