EXHIBIT 99(A)(3)
Transportation Technologies Industries
February 3, 2000
Dear Stockholder:
On behalf of the Board of Directors of Transportation Technologies
Industries, Inc. (the "Company"), I am pleased to inform you that the Company
has entered into an Agreement and Plan of Merger, dated as of January 28, 2000
(the "Merger Agreement"), with Transportation Acquisition I Corp.
("Acquisition"), a company formed by an investor group led by members of senior
management of the Company, including myself and Xxxxxx X. Xxxxxx, our President
and Chief Operating Officer. The Merger Agreement provides for the acquisition
of the Company by the management investor group.
Acquisition and the Company today have commenced a joint cash tender offer
(the "Offer") for all outstanding shares of common stock, including the
associated preferred share purchase rights, of the Company (the "Shares") at a
price of $21.50 per Share, net to the seller in cash, without interest.
Following the successful completion of the Offer, upon the terms and subject
to the conditions contained in the Merger Agreement, Acquisition will be merged
with and into the Company (the "Merger"), with the Company as the surviving
corporation. At the effective time of the Merger, each remaining issued and
outstanding Share (other than shares owned by Acquisition and members of the
management investor group) will be converted into the right to receive $21.50 in
cash, subject to dissenters' rights.
YOUR BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF A
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT
DIRECTORS (THE "SPECIAL COMMITTEE"), HAS APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, HAS
DETERMINED THAT THE TERMS OF THE MERGER AND THE OFFER ARE ADVISABLE, FAIR TO AND
IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS (OTHER THAN ACQUISITION AND
MEMBERS OF THE MANAGEMENT INVESTOR GROUP), AND RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at their recommendations, the Special Committee and the Board of
Directors gave careful consideration to the factors described in the enclosed
Offer to Purchase, which is incorporated by reference in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9, each of which is being
filed today with the Securities and Exchange Commission. Among the factors
considered was the written opinion of Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx
Incorporated, the Special Committee's financial advisor, that subject to the
assumptions, factors and limitations set forth in the opinion, the $21.50 per
Share in cash consideration to be paid in the Offer and the Merger is fair to
the holders of common stock (other than Acquisition and the management investor
group) from a financial point of view. Additional information with respect to
the Special Committee's and the Board's recommendations and the background of
the transaction is contained in the enclosed Offer to Purchase.
In addition to the Offer to Purchase and the Schedule 14D-9, enclosed are
various related materials relating to the Offer, including a Letter of
Transmittal to be used for tendering Shares in the Offer if you are the record
holder of Shares. The Offer to Purchase and the related materials set forth the
terms and conditions for the Offer and provide instructions on how to tender
your Shares. If you need assistance with the tendering of your Shares, please
contact the information agent for the Offer, MacKenzie Partners, Inc., at its
address or telephone number appearing on the back cover of the Offer to
Purchase. WE URGE YOU TO READ AND CONSIDER THE ENCLOSED MATERIALS CAREFULLY
BEFORE MAKING YOUR DECISION WITH RESPECT TO TENDERING YOUR SHARES PURSUANT TO
THE OFFER.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman and
Chief Executive Officer
