Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 National Picture & Frame Company Schedule 14D-9 16 108K
2: EX-1 Agreement and Plan of Merger 37± 162K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 12 64K
Liquidation or Succession
4: EX-3 Confidentiality Agreement 3 14K
5: EX-4 Instrument Defining the Rights of Security Holders 1 6K
6: EX-5 Opinion re: Legality 2± 9K
7: EX-6 Opinion re: Discount on Capital Shares 3 14K
8: EX-12 Stockholder Tender Agreement 18± 66K
EX-5 — Opinion re: Legality
EXHIBIT 5
[LOGO] 702 Highway 82 West
Greenwood, Mississippi 38430
(601) 451-4800
September 11, 1997
TO OUR STOCKHOLDERS:
On behalf of the Board of Directors of National Picture & Frame Company
(the "Company"), we are pleased to inform you that the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") on September 4, 1997 with
Colonnade Capital, L.L.C., NPF Holding Corporation and NPF Acquisition
Corporation ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has today
commenced a cash tender offer (the "Offer") to purchase all of the issued and
outstanding shares of the Company's Common Stock (the "Shares") at $12.00 net
per Share in cash (the "Offer Consideration").
Pursuant to the Merger Agreement, the Offer will be followed by a merger of
the Company and Purchaser whereby each Share will be converted into the right to
receive in cash the amount per Share paid to holders in the Offer.
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE OFFER AND MERGER AND HAS
UNANIMOUSLY DETERMINED THAT THE OFFER AND MERGER ARE FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY TENDER THEIR SHARES
PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including the
written opinion dated September 4, 1997 of Bowles Hollowell Connor & Co., the
Company's financial advisor, to the effect that, as of such date and based upon
and subject to certain matters stated therein, the cash consideration to be paid
for the Shares in the Offer and Merger is fair, from a financial point of view,
to holders. The Schedule14D-9 contains other important information relating to
the Offer, and you are encouraged to read the Schedule 14D-9 carefully.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated September 11, 1997, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents state the terms and conditions of the Offer and provide instructions
on how to tender your Shares. We urge you to read these documents carefully in
making your decision with respect to tendering your Shares pursuant to the
Offer. Questions or requests for assistance may be directed to MacKenzie
Partners, Inc., the Purchaser's Information Agent, at (800) 332-2885.
On behalf of the Board of Directors,
/s/ DANIEL J. HENNESSY
DANIEL J. HENNESSY
CHAIRMAN OF THE BOARD
Dates Referenced Herein and Documents Incorporated by Reference
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