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[TRACOR LETTERHEAD]
June 4, 1996
Dear Tracor Shareholder:
As you know from your proxy statement dated May 10, 1996, Tracor's acquisition
of Westmark Systems, Inc. is subject to approval by the shareholders of both
companies at separate shareholder meetings to be held on June 13, 1996. Upon
approval, Tracor will exchange approximately 8.3 million shares of common stock
for Westmark's assets, which primarily consist of Tracor stock and warrants, as
well as certain real estate holdings. As previously announced, the purchase
agreement provides for an orderly distribution of the Tracor shares through
underwritten secondary offerings of a maximum of one-half of the shares during
the first two years after the closing.
Following the acquisition, Tracor intends to begin an offering of up to 4
million shares of the Tracor stock distributed to Westmark shareholders, as
well as approximately 2 million primary shares. Tracor has concluded that if
the current market conditions remain favorable, it will be in the best
interests of the company and its shareholders for the company to include these
primary shares in the offering. The actual number of shares to be offered will
be determined at a date immediately preceding the offering, after consultation
with the company's underwriters. The proceeds from the primary shares will be
used to reduce long-term debt and for general corporate purposes, including
appropriate acquisitions.
Thank you for your continuing support. If you have any questions, please
telephone 512/929-2271 or 1-800-519-TTRR.
Very truly yours,
/s/ JAMES B. SKAGGS
James B. Skaggs
Chairman and President
This letter is not an offer to sell the securities described above. Such
offering will be made only by means of a prospectus in accordance with the
federal securities laws.
