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March 30, 1994
Re: The Southland Corporation ("Southland") Annual Meeting of Shareholders
to Be Held April 27, 1994
To: All Signatories to the Shareholders Agreement dated as of March 5, 1991
(the "Shareholders Agreement")
Within the next few days, all holders of common stock of Southland will be
receiving proxy materials relating to the Annual Meeting of Shareholders of The
Southland Corporation to be held on April 27, 1994. A copy of those proxy
materials and Southland's 1993 Annual Report to Shareholders are enclosed.
Certain shares held by you are subject to the Shareholders Agreement and
are to be voted for the election of directors in accordance with the terms of
Section 3.3 of the Shareholders Agreement.
Included in the proxy materials that are being sent to the holders of
common stock is a proxy card. When you receive these proxy materials, please
return the proxy card to Society National Bank, Southland's common stock
transfer agent (in the business reply envelope enclosed), specifying your vote
(either "For," "Against" or "Abstain") with respect to ratification of the
appointment of auditors and, instead of indicating a vote in connection with
the election of directors, please write on the proxy card the following words:
"PLEASE VOTE MY # SHARES THAT ARE SUBJECT TO THE SHAREHOLDERS
AGREEMENT DATED AS OF MARCH 5, 1991, IN CONNECTION WITH THE ELECTION
OF DIRECTORS, IN ACCORDANCE WITH SECTION 3.3 OF THE SHAREHOLDERS
AGREEMENT."
If you own Southland common stock that is not subject to the Shareholders
Agreement, please either vote those shares separately by identifying them by
number on the same proxy card or contact me to request an additional proxy card
to vote those shares.
If you have any questions about these instructions or if you plan to attend
the meeting in person (or need an additional proxy card), please contact me at
214/828-7933 (facsimile 214/828-7119).
Sincerely,
Carol Hilburn
Associate General Counsel
and Manager, SEC Section
CSH:dgf
CSHOPR2076
