EXHIBIT 1
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XXXXXXX PARK ASSOCIATES
0000 Xxxxxxx Xxxx Xxxx, Xxxxx Xx. 000, Xxx Xxxxxxx, XX 00000
(000) 000-0000 Fax (000) 000-0000
November 11, 1996
Board of Directors
Xxxxxx'x Poolmart
00000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Gentlemen:
Xxxxxxx Park Associates II (the "Purchaser") is hereby offering to acquire all
outstanding shares of the Common Stock of Xxxxxx'x Poolmart (the "Company") for
$14.50 per share.
The purchase will involve a cash merger of the Company and a corporation
("Newco") to be formed by the Purchaser. Certain officers and directors of the
Company and their affiliated entities will participate as stockholders of Newco.
The transaction is subject to receipt by Purchaser of sufficient financing, upon
terms and conditions satisfactory to it, to approval of the transaction by the
Board of Directors of the Company and receipt by the Board of Directors of an
opinion by an independent investment banking firm that the $14.50 per share
price is fair to the Company's stockholders from a financial point of view.
The Purchaser and its advisors are prepared to meet as soon as possible with the
Board of Directors or a committee of the Board of Directors established to
consider an offer, and any advisors to the Board or this committee, to begin
negotiations of a definitive agreement covering this transaction.
We request that any public announcement of this offer be reviewed by a
representative of Purchaser prior to its release.
We realize that it will take some time for the Board of Directors and its
advisors to consider this offer. However, as you can appreciate, timing is very
important to the financing of such a transaction. Accordingly, we look forward
to receiving a response as soon as possible.
Very truly yours,
XXXXXXX PARK ASSOCIATES II
Xxxxxxx X. Xxxxxxxx Xxxxx X. XxXxxxxxx
General Partner General Partner
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