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EXHIBIT 12
[JEVIC TRANSPORTATION INC. LETTERHEAD]
June 9, 1999
To Our Shareholders:
I am pleased to inform you that on June 6, 1999, Jevic Transportation, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Yellow Corporation ("Parent") and JPF Acquisition Corp. (the
"Purchaser"), a wholly owned subsidiary of Parent. Upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 9, 1999 (the "Offer
to Purchase") and the related Letter of Transmittal, copies of which are being
mailed to you on or about June 9, 1999, the Purchaser has commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of Common Stock
and Class A Common Stock (collectively, the "Shares") of the Company for $14.00
per Share in cash. Under the terms of the Merger Agreement, following the
successful completion of the Offer, the Purchaser will be merged (the "Merger")
with and into the Company and all Shares not purchased in the Offer will be
converted into the right to receive $14.00 per Share in cash.
Your Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and has unanimously determined that the terms of the Merger
Agreement are fair to, and in the best interests of, the Company's shareholders.
The Board of Directors unanimously recommends that the Company's shareholders
accept the Offer, tender their Shares in the Offer and approve and adopt the
Merger Agreement and the Merger.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of 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 Xxxxxx Xxxxxxxxxx Xxxxx Inc., the
Company's financial advisor, that the $14.00 per Share in cash to be received by
the shareholders in the Offer and the Merger is fair from a financial point of
view. A copy of the fairness opinion is attached as Xxxxx X to the Schedule
14D-9, and shareholders are urged to read the opinion in its entirety.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxxxxx
Xxxxx X. Xxxxxxxxxxxx
Chairman of the Board and
Chief Executive Officer
