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[LOGO]
July 17, 2000
To Our Stockholders:
I am pleased to inform you that, on June 28, 2000, Canisco Resources, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Kenny Industrial Services, L.L.C. ("Kenny") and Canisco
Acquisition Inc. ("Merger Subsidiary"), an indirect wholly owned subsidiary of
Kenny, pursuant to which the Merger Subsidiary has commenced a cash tender offer
(the "Offer") to purchase all of the outstanding shares of the Company's Common
Stock for $1.00 per share. Under the terms of the Merger Agreement, the Offer
will be followed by a merger of the Merger Subsidiary with the Company (the
"Merger") in which any remaining shares of Company Common Stock will be
converted into the right to receive $1.00 per share in cash (or any higher price
that may be paid in the Offer), without interest.
THE BOARD UNANIMOUSLY DETERMINED (WITH ONE DIRECTOR ABSENT) THAT THE TERMS
OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER, ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND
ITS STOCKHOLDERS AND FAIR AND EQUITABLE TO THE COMPANY'S STOCKHOLDERS.
ACCORDINGLY, THE BOARD UNANIMOUSLY APPROVED (WITH ONE DIRECTOR ABSENT) THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER
AND THE MERGER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Hempstead & Co., the Company's
financial advisor, that the $1.00 per share in cash to be received by the
holders of Company Common Stock in the Offer and the Merger is fair to such
holders from a financial point of view. A copy of the fairness opinion is
attached as Annex I to the attached Schedule 14D-9, and all stockholders are
urged to read the opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated July 17, 2000, of the Merger
Subsidiary, together with related materials, including a Letter of Transmittal,
to be used for tendering your shares of Company Common Stock. These documents
set forth the terms and conditions of the Offer and the Merger and provide
instructions as to how to tender your shares. I urge you to read the enclosed
material carefully.
Sincerely,
[LOGO]
Ted Mansfield
President and
Chief Executive Officer
