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Show 12A Tbe Salt Lake Tribune Wedmida, Ma) 2, 14 1 qmpm ? vae&. . - . gfrjzsfi-ir- f e l6WAfifeS.NSSiti 51 ? -- J j .r ' js S mji.jpuir a3& f If ? frirt. j ..I - tS'- - ex",4"4--5jp.i5M56-'5sry,7esa5y- i'.M .s 'i'vswrsiafe9yfe8t-'- v. S v 4S. 'tS - ( $ pe&ja. 40 e, t - wUagy , , ..... - - ?& '?! r IV ty ' cdJLlx April 29. 1984 Carter Hawley Hale Stores, Inc To Our Shareholders: Mr. L. Wexner. Chairman of the Board of The Limited, is attempting to pressure vour Board to ask you to sell your shares to The Limited by tactics involving law suits and the use of false and misleading statements. Mr. Wexner is doing this in his own interests, not jours. However. you may be assured that your Board will not be pushed by Mi. Wexner s tactics into acting other than in your best interests. Consider the follow ing: 1 Mr. Wexner complains that your directors have hurt Carter Hawley Hale by the stock repurchase program. BUT, as a result of that program. The Limited is now offering Carter Hawley Hale shareholders $5 per share more than its previous offer. Ask yourself why it would pay more if, as Mr. Wexner claims, the Company is now worth less? Isn't his complaint that as a result of vour Board's actions he finds it necessary to offer you more? Ask yourself whether this is The Limited's last raise or, if it doesn't get enough shares tendered, it would raise its bid again? Your Board also noted that (i) The Limiteds latest program, if successful, will saddle the resulting company with even more debt than its previous program and (ii) its attack on the General Cinema preferred stock, if successful, could cause a massive default under Carter Hawley Hales debt instruments. Accordingly, your Board is even more concerned that if The Limited were successful, it might be forced to sell off parts of Carter Haw lev Hale's main divisions or cut back on its operations in order to reduce the resulting company's high debt position. By contrast, your Company is in a stronger financial position w ith considerably less debt than the company which would result from the proposed Limited transaction. Your Board is convinced that Carter Hawley Hale is now, and will continue to be, a healthy, prosperous company with a bright future, without the need for divestitures or a cutback in operations. 2 By not tendering your shares, you can see to it that Mr. Wexner does not get control of Carter Hawley Hale. If you don't want to tender but are concerned about your position should Mr. Wexner win an extremely unlikely event in our view you should know7 that The Limited's stated intention is to have a second step merger under which, if it is able to be accomplished, shareholders vv ho did not tender would still be protected in that they would not be forced to remain investors in a Wexner company and w ould receive the same price as if they had tendered. 3 Shareholders who tender to The Limited have no assurance that such shares will be purchased. But. shares so tendered and not withdraw n prior to May 10, 1984, could be out of the shareholders' possession and control until after June 2, 1984. Accordingly, any shareholder w ho tenders would be unable to take advantage of other circumstances, such as favorable market conditions, should they occur. Mr. Wexner complains about the transaction with General Cinema. YET, in its SEC filings. The Limited states that if it were successful in its program to take over Carter Haw ley Hale: IJt would be in a position to reach an agreement with General Cinema which could be better for General Cinema than the existing arrangements between the Company and General Cinema. Why is he attacking and suing your directors for making the General Cinema transaction while, at the same time, admitting that he is w illing to offer a better deal to General Cinema? Mr. Wexner accuses your management of having reneged on an agreement with K Mart Corporation with respect to the sale of Waldenbooks. K Mart has denied that there was any such agreement: we deny it: and the statement is wholly false and misleading. 4. The Los Angeles Herald Examiner, on April 25, 1984. reports that when asked whether he would raise his current offering price for Carter Hawley Hale. Mr. Wexner replied using a crude expletive: Their stock hasn't seen more than $20 (a share) in years. This statement, too. was false and misleading. 5 The Limited has unsuccessfully sought to have the Labor Department preclude the employees of Carter Hawley Hale from making their own individual investment decision on this matter claiming that our employees are being pressured. Our employees know better. Mr. Wexner's tactics and conduct make us question whether the interests of our shareholders, customers and employees are being served by Mr. Wexner or The Limited. Indeed, we question whether our customers will want to be served bv Mr. Wexner and . Throughout this matter, your Board has acted in accordance with advice from outstanding investment bankers and legal counsel. The Limited to date has been unsuccessful in its arguments in court that the transactions violated any law or regulation. Your Board is confident that its actions will continue to be sustained by the courts. You may be certain that your Board, which has a significant stock interest in Carter Hawley Hale, will continue in the future to act as it has in the past in the best interests of Carter Hawley Hale shareholders, Mr. Wexner's threats and tactics Our thanks for your support. The Limited. Yesterday . v our Board of Directors met to consider the latest Limited offer. It put aside The Limited's threats and other abu-si- v e actions and examined the matter on its merits. The Board was advised bv Morgan Stanley & Co. Incorporated, a major international investment bankinu firm. I HE BOARD UNANI- MOUSLY CONCLUDED THAT THE LIMITED OFFER WAS STILL INADEQUATE: AND NOT IN THE BEST INTERESTS OE CARTER HAWLEY HALF: AND ITS SHAREHOLDERS. On Behalf of the Board of Directors, Philip M. Hawley Chairman and Chief Executive Officer |
