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EXHIBIT C
[NEUTRAL POSTURE ERGONOMICS LETTERHEAD]
October 30, 2000
The Board of Directors of
Neutral Posture Ergonomics, Inc.
3904 North Texas Avenue
Bryan, Texas 77803
Ladies and Gentlemen:
Neutral Posture Ergonomics Merger Co., Inc., a Texas corporation ("Merger
Co.") is a newly organized corporation which will be owned by the following
shareholders of Neutral Posture Ergonomics, Inc., a Texas corporation ("NPE"):
Rebecca E. Boenigk, Jaye E. Congleton, Catherine J. Coker, C. Michele Zincke,
David W. Ebner, Gregory A. Katt, Mark E. Benden, and Thomas G. Peterson
(collectively, the "Management Group"). This will confirm the offer made by
Merger Co. at the meeting of the Board of Directors of NPE on Friday, October
27, 2000, to merge with NPE. As a result of the merger, each share of Common
Stock owned by shareholders of NPE other than members of the Management Group
and their respective affiliates would be converted into $1.72 in cash upon the
effective date of the merger. This merger proposal is subject to the
satisfaction of the following conditions: (i) negotiation and execution of a
definitive merger agreement mutually satisfactory to NPE and the Management
Group, (ii) approval of the merger by the Special Committee of the Board of
Directors of NPE, (iii) approval of the merger by the shareholders of NPE in
accordance with the provisions of the Texas Business Corporation Act, and (iv)
satisfaction of the conditions to closing which would be set forth in the
merger agreement.
Representatives of the Management Group on behalf of the Merger Co. are
prepared to meet with the Special Committee and to provide the Special
Committee with such information with regard to the merger proposal as the
Special Committee or its representatives may reasonably request. Merger Co. is
pleased to make this merger proposal and believes that it is in the best
interest of all of the shareholders of NPE.
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If you desire any additional information, please do not hesitate to
contact either Rebecca Boenigk ([email protected]) or Thomas Peterson
([email protected]) or our legal counsel, Larry Schoenbrun, Gardere & Wynne,
L.L.P., 3000 Thanksgiving Tower, 1801 Elm Street, Dallas, Texas 75201-4761
(214) 999-4703 (e-mail: [email protected]).
NEUTRAL POSTURE ERGONOMICS
MERGER CO, INC.
By: /s/ REBECCA BOENIGK
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Rebecca E. Boenigk
Chairman of the Board and
Chief Executive Officer
cc: Sally A. Schriber
Munsch Hardt Kopf & Harr, P.C.
Greg Samuel
Haynes and Boone, L.L.P.
Larry Schoenbrun
Gardere & Wynne, L.L.P.
