1
EXHIBIT 99.6
[LOGO]
January 26, 1998
To the Stockholders of Xxxxxxx Food and Drug Stores Company:
I am pleased to inform you that on January 19, 1998, Xxxxxxx Food and Drug
Stores Company (the "Company" or "Xxxxxxx"), entered into an Agreement and Plan
of Merger (the "Merger Agreement"), providing for the acquisition of the Company
by Locomotive Acquisition Corp., a Delaware corporation ("Purchaser"), a wholly
owned subsidiary of Xxxxxxxxx'x, Inc., a Delaware corporation ("Parent"). In
accordance with the Merger Agreement, Purchaser today has commenced a cash
tender offer (the "Offer") for all of the outstanding shares of common stock,
par value $.01 per share (collectively, the "Shares"), of the Company at $15.50
per Share, net to the seller in cash. The Merger Agreement contemplates that the
Offer will be followed by the merger of Purchaser with the Company (the
"Merger"), upon which each Share of the Company's common stock not acquired by
Purchaser in the Offer will be converted into the right to receive $15.50 per
Share in cash, without interest.
YOUR BOARD OF DIRECTORS (THE "BOARD") HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S
STOCKHOLDERS, HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, AND UNANIMOUSLY RECOMMENDS THAT XXXXXXX
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its decision, the Board gave careful consideration to a
number of factors, including, among other matters, the opinion of Xxxxxx Xxxxxxx
& Co. Incorporated, Xxxxxxx'x financial advisor, dated as of January 19, 1998,
that the cash consideration to be received by holders of Shares pursuant to the
Merger Agreement is fair to such holders from a financial point of view.
Accompanying this letter is a copy of the Solicitation/Recommendation
Statement on Schedule 14D-9 which was filed today by the Company with the
Securities and Exchange Commission. It contains detailed information regarding
the factors considered by the Board in its deliberations and certain other
information regarding the Offer and the Merger. Also enclosed is Purchaser's
Schedule 14D-1 and related materials, including a Letter of Transmittal to be
used by you for tendering your Shares. I urge you to read the enclosed documents
carefully prior to making a decision with respect to tendering your Shares in
the Offer.
Sincerely,
/s/ XXXXXX X. XXXXXXXXX
--------------------------------
Xxxxxx X. Xxxxxxxxx
Chairman of the Board, President
and Chief Executive Officer
