Restoration Hardware DEFA14A 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
RESTORATION HARDWARE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
Common stock, par value $0.0001 per share, of Restoration Hardware, Inc. (Common Stock)
THE FOLLOWING LETTER HAS BEEN MAILED TO STOCKHOLDER IN CONNECTION WITH THE PROPOSED MERGER:
RESTORATION HARDWARE, INC.
June 4, 2008
Dear Restoration Hardware Stockholder,
The Special Meeting of Stockholders scheduled for June 12, 2008 is rapidly approaching and our records reflect that you have not yet voted your shares. If you have already voted your shares and our records do not yet reflect it, thank you for your vote. At this meeting, stockholders are being asked to approve the merger agreement between Restoration Hardware and certain affiliates of Catterton Management Company, LLC, which is a private equity firm. If the merger is approved, Restoration Hardware stockholders will be entitled to receive $4.50 in cash for each share they own. For the merger to be approved, it will require, among other things, that stockholders representing at least two-thirds of the outstanding shares vote FOR the transaction. For this reason, every vote counts, regardless of the number of shares you own.
The Board of Directors of Restoration Hardware, on the unanimous recommendation of an Independent Committee comprised of all of the independent directors of Restoration Hardware, has approved the merger agreement and recommends that Restoration Hardwares stockholders vote FOR the adoption of the merger agreement.
In making your decision, we urge you to consider the following facts:
Based on these and other factors, the Independent Committee of the Board of Directors and the Board have determined that the merger is fair to, and in the best interests of, Restoration Hardware stockholders. We recommend that stockholders vote FOR the adoption of the merger agreement.
Continued on Reverse Side
For your convenience we have enclosed another proxy card. To be certain that your vote is received in time for the meeting, we encourage you to vote today. You may also enter your voting instructions by calling 1 (800) 690-4238 or at www.proxyvote.com until 11:59 PM Eastern time the day before the cut-off or meeting date as noted in the enclosed proxy card.
Please act promptly. If you have any questions or require assistance in voting please contact our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 or (212) 929-5500.