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EXHIBIT 4
THOMAS KINKADE
P.O. Box 111177
Campbell, CA 95011
Board of Directors October 17, 2000
Media Arts Group, Inc.
521 Charcot Avenue
San Jose, CA 95131
Gentlemen:
I am pleased to present for your consideration a proposal for a
transaction whereby a corporation wholly owned by me would acquire all
outstanding shares of Media Arts Group, Inc. not already owned by me or my
affiliates for $6.25 per share in cash. This represents an 82% premium over
yesterday's closing price.
I sincerely believe that my proposal presents an excellent opportunity
for the stockholders of Media Arts Group to achieve liquidity for their shares
at a substantial premium to current market value and at what I believe to be a
fair price. In light of the relative indifference the public market has
exhibited towards the Company's stock, as well as current market conditions, it
does not appear likely to me that the public trading value of Media Arts Group
will equal the value of my offer in the foreseeable future. I am confident that
you will conclude that my proposal is fair and in the best interests of Media
Arts Group and its public stockholders.
To assist me in this transaction, I have retained Roth Capital Partners
as my financial advisor and Gibson, Dunn & Crutcher LLP as my legal counsel.
Roth Capital Partners has delivered to me a "highly confident" letter with
respect to the financing necessary for me to consummate the transaction. I am
prepared to promptly enter into a binding agreement containing customary terms
and conditions for a transaction of this nature, and in that regard
representatives of Roth Capital and Gibson, Dunn & Crutcher are available to
meet with you and your representatives to discuss my proposal at your earliest
convenience.
I understand that the Board will require some time to evaluate my
proposal and that it will likely want to establish a special committee of
independent directors to review the transaction, and that such committee may
choose to engage financial and legal advisors to assist it in its analysis.
While I respect and support the Board's need to carefully evaluate my proposal,
it is important that this matter be given prompt attention by all concerned.
Accordingly, I must reserve the right to withdraw my proposal if a definitive
agreement is not entered into by November 30, 2000.
I look forward to discussing this proposal further with you and in
working with you to achieve a successful transaction which is in the best
interests of our public stockholders.
Very truly yours,
/s/ THOMAS KINKADE
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Thomas Kinkade
