II-VI Inc – ‘SC 13D’ on 9/29/99 re: II-VI Inc – EX-2

On:  Wednesday, 9/29/99   ·   Accession #:  820318-99-13   ·   File #:  5-39319   ·   Correction:  This Filing was Deleted by the SEC on 10/14/99. ®

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7±    29K 
 2: EX-1        Underwriting Agreement                                54±   210K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±     9K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      1      6K 
 5: EX-4        Instrument Defining the Rights of Security Holders    14±    54K 

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

September 22, 1999                                                              

Mr. Robert G. Klimasewski                                                       
Chairman                                                                        
Laser Power Corporation                                                         
12777 High Bluff Drive                                                          
San Diego, CA  92130                                                            

Dear Mr. Klimasewski:                                                           

We are disappointed that you have again elected not to pursue         
serious discussions with us regarding the sale of Laser Power                   
Corporation (LPC) to II-VI Incorporated (II-VI).  Such a transaction            
is clearly compelling from the point of view of LPC's shareholders.             

So that there is no misunderstanding regarding the seriousness        
of our interest, we think it is appropriate to reiterate our                    
proposal in writing.  II-VI proposes to acquire LPC in a negotiated             
merger transaction.  LPC shareholders would receive merger                      
consideration consisting of II-VI stock and cash with a value of                
$3.00 for each share of LPC common stock.  This price represents a              
premium of over 100 percent on LPC's current market price.  One-half            
of the merger consideration would be in cash and the other half                 
would be in II-VI stock (with the actual number of II-VI shares to              
be based on our stock price at closing and subject to a customary               
two-way collar).  Individual LPC shareholders would have the ability            
to elect to receive cash or II-VI stock within these parameters.                

We have adequate sources of financing, and therefore, our             
proposal is not subject to any financing conditions.  Although our              
proposal is conditioned on the negotiation and execution of a                   
mutually acceptable merger agreement, we are prepared to negotiate a            
merger agreement with representations, warranties, closing                      
conditions and termination rights that are customary for                        
transactions of this type.  We are prepared to move as quickly as               
possible to close the transaction.                                              

Clearly, our proposal is more favorable to LPC shareholders           
than the current status quo.  Given the obvious immediate benefit of            
a substantial premium to the current market price, we believe your              
shareholders will react very favorably to this proposed transaction.            
It is not clear whether or when LPC will deliver greater shareholder            
value to all of its shareholders as an independent company.                     

We would welcome the opportunity to meet with you and other           
members of your Board of Directors, senior management and advisers              
as soon as practicable to explore more fully the benefits of our                
proposal.                                                                       

We further believe that your fiduciary duties require you to          
consider our proposal with your Board of Directors.                             

Our Board of Directors fully supports this proposal, which is         
consistent with II-VI's long-term growth strategy.  As you can                  
appreciate with a proposal of this type, time is of the essence.                
Accordingly, if you do not respond favorably to our proposal by                 
October 15, 1999, we will withdraw it and consider our alternatives.            
I look forward to hearing from you shortly and to working with you              
so that we may bring our clearly premium proposal to a vote of your             
shareholders.                                                                   

          Sincerely,

                     /s/ Francis J. Kramer
                   President and Chief
                 Operating Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
		10/15/99
Deleted on:		10/14/99
Filed on:		9/29/99		SC 13D
		9/22/99
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