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Exhibit (a)(3)
[DAVID'S BRIDAL, INC. LETTERHEAD]
July 10, 2000
Dear Shareholder:
I am pleased to inform you that David's Bridal, Inc. has entered into a
merger agreement with The May Department Stores Company. In accordance with the
merger agreement, a wholly owned subsidiary of May has commenced a tender offer
to purchase all of the outstanding shares of David's Bridal common stock for
$20.00 per share in cash. The tender offer is conditioned upon, among other
things, a minimum of a majority of David's Bridal shares outstanding on a fully
diluted basis being tendered and not withdrawn and the receipt of required
regulatory approvals. The tender offer will be followed by a merger in which
each share of David's Bridal common stock not purchased in the tender offer will
be converted into the right to receive $20.00 per share in cash.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER AGREEMENT, THE
OFFER, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT ARE FAIR TO AND IN THE BEST INTERESTS OF DAVID'S BRIDAL AND ITS
SHAREHOLDERS, AND YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE OFFER,
TENDER YOUR SHARES PURSUANT TO THE TERMS OF THE OFFER AND APPROVE AND ADOPT THE
MERGER AGREEMENT AND THE MERGER.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Solicitation/Recommendation
Statement on Schedule 14D-9. The Board of Directors has received an opinion from
David's Bridal's financial advisor, Credit Suisse First Boston Corporation, to
the effect that, as of the date of such opinion and based upon and subject to
certain matters stated in such opinion, the $20.00 per share cash consideration
to be received in the offer and the merger by the shareholders was fair, from a
financial point of view, to such holders (other than May and its affiliates).
The full text of Credit Suisse First Boston's written opinion dated July 3,
2000, which sets forth the assumptions made, matters considered and limitations
on the review undertaken by Credit Suisse First Boston, can be found in Annex A
to the Schedule 14D-9. You should read the opinion carefully and in its
entirety.
Also attached are May's Offer to Purchase, dated July 10, 2000, Letter of
Transmittal and related documents. These documents set forth the terms and
conditions of the tender offer. The Schedule 14D-9 describes in more detail the
reasons for your Board's conclusions and contains other information relating to
the tender offer. We urge you to consider this information carefully.
Sincerely,
/s/ Robert D. Huth
Robert D. Huth
President and Chief Executive Officer
