[Xxxxx Steam Letterhead]
September 29, 1998
Dear Stockholder:
On behalf of the Board of Directors of Xxxxx Steam Corporation. ("Xxxxx"),
I am pleased to inform you that on September 23, 1998, Xxxxx entered into an
Agreement and Plan of Merger (the "Agreement") with Xxxxxxx Corporation
("Xxxxxxx") and Xxxxxxx Acquisition Corporation, a wholly-owned subsidiary of
Xxxxxxx ("Purchaser"), pursuant to which Purchaser has commenced today a tender
offer to purchase all of the outstanding shares of Xxxxx'x common stock (the
"Shares"), at a price of $152.00 per Share in cash (the "Tender Offer"). The
Tender Offer is currently scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, October 28, 1998.
Following the successful completion of the Tender Offer and upon approval
by stockholder vote, if required, Purchaser will be merged with and into Xxxxx
(the "Merger"), and all Shares not purchased pursuant to the Tender Offer will
be converted into the right to receive $152.00 per Share in cash.
THE BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE TENDER OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, XXXXX, ITS STOCKHOLDERS
AND ITS OTHER CONSTITUENCIES, HAS APPROVED THIS TENDER OFFER, THE AGREEMENT AND
THE MERGER, AND RECOMMENDS THAT YOU ACCEPT THE TENDER OFFER AND TENDER YOUR
SHARES PURSUANT TO THIS TENDER OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9 which is being filed
with the Securities and Exchange Commission. Among other things, the Board
considered the opinion of XxXxxxxx & Company Securities, Inc. to the effect that
the consideration of $152.00 per Share to be received by the stockholders of
Xxxxx pursuant to the Tender Offer and Merger is fair, from a financial point of
view, to such stockholders. The enclosed Schedule 14D-9 describes the Board's
decision and contains other important information relating to that decision. I
urge you to read it carefully.
On behalf of the Board of Directors, I thank you for the support you have
given to Xxxxx.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman
