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EXHIBIT 99.2
Exhibit 2
January 5, 1998
Board of Directors
Xxxxxx Homes Corporation
000 X. X. 00, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Members of the Board:
We understand that Xxxxxx Homes Corporation (the "Company"), Oakwood Homes
Corporation (the "Acquiror") and A&B Acquisition corp., a wholly-owned
subsidiary of the Acquiror (the "Merger Sub"), propose to enter into an
Acquisition Agreement dated January 5, 1998 (the "Agreement") pursuant to which
Acquisition Sub will be merged with and into the Company in a transaction (the
"Merger") in which each issued and outstanding share of common stock of the
Company, no par value per share (the "Company Common Stock"), will be converted
into the right to receive a cash amount equal to $22.50 per share (the "Merger
Consideration").
You have asked us whether, in our opinion, the Merger Consideration to be
received by the holders of Company Common Stock in the Merger is fair to such
stockholders from a financial point of view.
In connection with this opinion, we have reviewed the Agreement and
certain related documents and held discussions with certain senior officers and
other representatives and advisors of the Company concerning the business,
operations and prospects of the Company. We examined certain publicly
available business and financial information relating to the Company as well as
certain financial data and other data for the Company which were provided to or
otherwise discussed with us by the management of the Company. We reviewed the
financial terms of the Merger as set forth in the Agreement in relation to:
(i) current and historical market prices and trading volumes of the Company
Common Stock; (ii) the Company's financial and other operating data; and (iii)
the capitalization and financial condition of the Company. We also considered,
to the extent publicly available, the financial terms of certain other similar
transactions recently effected which we considered relevant in evaluating the
Merger and analyzed certain financial, stock market and other publicly
available information relating to the businesses of other companies whose
operations we considered relevant in evaluating those of the Company.
In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information reviewed by us and we have
not made or obtained or assumed any responsibility for independent verification
of such information. In
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Board of Directors -2- January 5, 1998
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of the Company or any of its subsidiaries. With respect to the
financial data, we have assumed that it has been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the
management of the Company as to the future financial performance of the
Company. We have assumed that the Merger will be consummated in accordance
with the terms of the Agreement.
In connection with the preparation of this opinion, we have not been
authorized by the Company or the Board of Directors to solicit, nor have we
solicited, third-party indications of interest for the acquisition of all or
any part of the Company.
ABN AMRO Chicago Corporation ("AACC"), as part of its investment banking
business, is continually engaged in the valuation of businesses in connection
with mergers and acquisitions, as well as public offerings and secondary market
transactions of securities and valuations for other purposes. We have acted as
financial advisor to the Board of Directors of the Company in connection with
this transaction and will receive a fee for our services, including rendering
this opinion, which is not contingent upon the consummation of the Merger. In
the ordinary course of our business, AACC and its affiliates may actively trade
securities of the Company for their own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities.
It is understood that this letter is for the benefit and use of the Board
of Directors of the Company in its consideration of the Merger and may not be
used for any other purpose or reproduced, disseminated, quoted or referred to
at any time, in any manner or for any purpose without our prior written
consent, except that this letter may be used as part of any proxy statement
relating to the Merger. This letter does not address the Company's underlying
business decision to enter into the Merger or constitute a recommendation to
any shareholder as to how such shareholder should vote with respect to the
proposed Merger. Finally, our opinion is necessarily based on economic,
monetary, market and other conditions as in effect on, and the information made
available to us as of, the date hereof, and we assume no responsibility to
update or revise our opinion based upon circumstances or events occurring after
the date hereof.
Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Merger Consideration is fair from a financial point of
view to the shareholders of the Company.
Very truly yours,
ABN AMRO CHICAGO CORPORATION
