American Business Products Inc – ‘SC 14D9’ on 1/21/00 re: American Business Products Inc – EX-99.5

On:  Friday, 1/21/00   ·   Accession #:  950144-0-548   ·   File #:  5-30506

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     American Business Products                            14     77K 
 2: EX-99.1     Excerpts From the Company`S Proxy Statement           25    124K 
 7: EX-99.10    Severance Agreement (Richard G. Smith)                10     45K 
 8: EX-99.11    Severance Agreement (Geoffrey L. Greulich)            11     47K 
 9: EX-99.12    Letter Agreement                                       2     14K 
10: EX-99.13    Letter Agreement                                       2     14K 
11: EX-99.14    Letter Agreement                                       2     13K 
12: EX-99.15    Letter Agreement                                       3     18K 
13: EX-99.16    Employment Agreement (Larry L. Gellerstedt, Iii)      18     65K 
14: EX-99.17    Separation Agreement (Larry L. Gellerstedt, Iii)       8     32K 
15: EX-99.18    Offer to Purchase (Profit Sharing Retirement Plan)     4     21K 
16: EX-99.19    Offer to Purchase (Employee Savings Plan)              4     21K 
 3: EX-99.5     Shareholder Letter                                     2±    11K 
 4: EX-99.7     Confidentiality Agreement                              4     18K 
 5: EX-99.8     Severance Agreement (Raymond J. Wilson)               10     46K 
 6: EX-99.9     Severance Agreement (John H. Karr)                    10     46K 

EX-99.5   —   Shareholder Letter

EX-99.5
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                                                                       EXHIBIT 5

(LOGO)                                                                          
                                                American Business Products, Inc.
                                   POST OFFICE BOX 105684 ATLANTA, GEORGIA 30348
                                                                  (770) 953-8300

January 21, 2000

To the Shareholders of                                                          
American Business Products, Inc.:                                               

On January 13, 2000, American Business Products, Inc. (the "Company") 
entered into an Agreement and Plan of Merger (the "Merger Agreement") with      
Mail-Well, Inc., a Colorado corporation ("Mail-Well"), and its wholly-owned     
indirect subsidiary Sherman Acquisition Corporation, a Georgia corporation      
("Purchaser"), that provides for the acquisition of all of the common stock, par
value $2.00 per share, of the Company (the "Shares" or, individually, a "Share")
by Purchaser at a price of $20.00 per Share net to the seller in cash. Under the
terms of the proposed transaction, Purchaser has commenced a tender offer (the  
"Offer") for all outstanding Shares at a price of $20.00 per Share net to the   
seller in cash. The Offer is currently scheduled to expire at 12:00 midnight,   
Eastern Standard Time, on February 18, 2000, unless extended.                   

   Following the successful completion of the Offer and upon approval by the
affirmative vote of holders of a majority of the Shares, if required, Purchaser 
will be merged with and into the Company (the "Merger") and all Shares not      
purchased in the Offer, other than Shares held by the Company, Mail-Well, or any
of their respective subsidiaries or Shares as to which appraisal rights have    
been exercised, will be converted into the right to receive, without interest,  
an amount in cash equal to $20.00 per Share.                                    

   YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY AND DETERMINED THAT THE MERGER AGREEMENT  
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER,  
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS. THE BOARD  
OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND    
TENDER THEIR SHARES PURSUANT TO THE OFFER.                                      

Accompanying this letter is a copy of the Company's                   
Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company    
with the Securities and Exchange Commission. The Board of Directors of the      
Company has received an opinion of Goldman Sachs & Co., financial advisor to the
Company, to the effect that, as of the date of such opinion and based on and    
subject to the matters stated in such opinion, the $20.00 per Share in cash to  
be received by holders of Shares in the Offer and the Merger is fair, from a    
financial point of view, to such holders. A copy of such opinion setting forth  
the assumptions made, procedures followed, matters considered, and limits on the
review undertaken is attached as Annex A to the Schedule 14D-9, and shareholders
are urged to read such opinion in its entirety.                                 

   Please refer to the Offer to Purchase and related materials of Purchaser,
including a Letter of Transmittal sent to you under separate cover, for use in  
tendering Shares. These documents set forth the terms and conditions of the     
Offer and provide instructions as to how to tender your Shares. If you have any 
questions regarding these instructions, please call Morrow & Co., Inc. at (800) 
566-9061.                                                                       

WE URGE YOU TO READ THE ENCLOSED DOCUMENTS CAREFULLY.                 

   The management and directors of the Company thank you for the support you
have given the Company.                                                         

              Sincerely,

                           /s/ HAROLD R. SMETHILLS
                       Harold R. Smethills
                           Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9’ Filing		Date		Other Filings
		2/18/00
Filed on:		1/21/00		SC 14D1
		1/13/00		8-K
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