Exhibit 6
[LETTERHEAD OF ESSEX INTERNATIONAL INC.]
October 28, 1998
Dear Stockholder:
I am pleased to inform you that on October 21, 1998, the Company entered
into an agreement and plan of merger (the "Merger Agreement") providing for the
acquisition of the Company by Superior TeleCom Inc. ("Superior"). Pursuant to
the Merger Agreement, Superior, through a wholly owned subsidiary, has commenced
a tender offer (the "Offer") for up to 22,562,135 shares of the Company's common
stock at the offer price of $32.00 in cash per share. The Merger Agreement
provides that, subject to satisfaction of certain conditions, the tender offer
is to be followed by a merger (the "Merger") in which the holders of any
remaining Company shares (other than dissenting shares) will receive the right
to receive Series A Cumulative Convertible Exchangeable Preferred Stock of
Superior, and in certain circumstances cash in an amount as calculated in the
Merger Agreement. The tender offer is currently scheduled to expire at 12:00
midnight, New York City time, on Wednesday, November 25, 1998.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE
MERGER AGREEMENT WITH SUPERIOR, HAS APPROVED THE OFFER AND HAS DETERMINED THAT
THE OFFER AND THE MERGER, TAKEN TOGETHER AS A UNITARY TRANSACTION, ARE FAIR TO
AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
TENDER OFFER.
In determining to approve the Merger Agreement and the transactions
contemplated thereby, your Board gave careful consideration to a number of
factors described in the attached Schedule 14D-9 that has been filed with the
Securities and Exchange Commission. Among other things, your Board considered
the opinions of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Chase Securities Inc., each dated
October 21, 1998 (copies of which are included with the Schedule 14D-9), to the
effect that, as of such date, and based upon and subject to the various
considerations set forth in such opinions, the consideration to be received,
pursuant to the Merger Agreement, by holders of common stock of the Company in
the Offer and the Merger, taken together as a unitary transaction, is fair from
a financial point of view to such holders.
The attached Schedule 14D-9 describes the Board's decision and contains
other important information relating to such decision. We urge you to read it
carefully.
In a separate arrangement, Bessemer Holdings L.P. ("Bessemer"), the
Company's largest stockholder, and certain of ▇▇▇▇▇▇▇▇'s affiliates have agreed
with Superior to tender their shares into the tender offer and otherwise to
support the transaction with Superior. Bessemer and its affiliates own
approximately 48% of the outstanding common stock of the Company.
Accompanying this letter and the Schedule 14D-9 is the Offer to Purchase and
related materials, including a Letter of Transmittal to be used for tendering
your shares. These documents describe the terms and conditions of the tender
offer and provide instructions regarding how to tender your shares. We urge you
to read the enclosed material carefully.
The Board of Directors and management of the Company thank you for your
loyalty and support over the years.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President and Chief Executive Officer
