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A Message to All SOFTECH and WTC Shareholders; SofTech Response to Workgroup Technology Corporation Announcement of April 10, 2002.


Business Editors

TEWKSBURY Tewksbury, town (1990 pop. 27,266), Middlesex co., NE Mass.; settled 1637, set off from Billerica and inc. 1734. It was once the site of a Native American settlement. Primarily residential, the town has light manufacturing, including pharmaceuticals and computer equipment. , Mass.--(BUSINESS WIRE)--April 22, 2002

SofTech, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:SOFT) today provided a status report on the efforts and progress to date in engaging Workgroup Two or more individuals who share files and databases. Local networks (LANs) are designed to provide electronic sharing of data within workgroups. In general, products designed for workgroups support approximately 50 people, whereas departmental devices support several hundred, and  Technology Corporation (Nasdaq:WKGP WKGP Workgroup ) ("WTC WTC World Trade Center, see there ") in meaningful discussions possibly leading to the acquisition of WTC by SofTech.

As background, SofTech announced on April 5, 2002 in a filing on Form 13-D with the Securities and Exchange Commission that it had acquired a 10.1% stake in WTC with the intent of engaging WTC management in a negotiation regarding the acquisition by SofTech of the remaining shares of WTC that it did not own. SofTech stated in the filing that it was willing to pay substantially more than the amount proposed previously by Rocket Software.

In March 2002, Rocket Software had offered $1.50 in cash for the 86% of WTC it did not own. Robert Ashton, a 26% shareholder of WTC, had informed the company that he supported the proposal by Rocket to either sell WTC for $1.50 or find a higher bidder.

On March 20, 2002, WTC announced that it rejected Rocket Software's offer of $1.50 in cash. On April 10, 2002, WTC announced that it wasn't prepared to enter into any negotiations with SofTech but that its Board of Directors was going to "undertake a broad strategic review of the Company's (WTC's) options".

Numerous efforts by SofTech to enter into a discussion/negotiation with the WTC management and/or its Directors since the filing on April 5, 2002 have been fruitless fruit·less  
adj.
1. Producing no fruit.

2. Unproductive of success: a fruitless search. See Synonyms at futile.
.

Joe Mullaney Joseph A. Mullaney (November 17 1925 – March 8 2000) was a successful American basketball player and coach. Biography
Mullaney was born at in Long Island, New York.
, President and COO (Cell Of Origin) See mobile positioning.  of SofTech, Inc., had the following comments regarding this situation.

"The response by the WTC management and Board of Director's is unacceptable to SofTech as a significant WTC shareholder. For a company that has lost nearly $38 million over the last 22 consecutive fiscal quarters (quarters ended September 1996 through December 2001) to state to a majority of its shareholders that they (the management and Directors) have no interest in any discussion and that they prefer to stay with their "business plan" is completely illogical to me. The WTC management and Directors do not own one share of WTC stock among them. I ask the simple question - Whose interests are they looking out for?

The canned response Canned responses are predetermined responses to common questions, frequently used in text based environments. They may be triggered by a single keystroke, such as a function key, or by some combination of keys.  included in the WTC press release of April 10, 2002 that they will "undertake a broad strategic review of the Company's options" begs the obvious question as to what they have been doing since Mr. Kareiva took over in September 1999. It was also most telling that the April 10, 2002 WTC press release made no mention of the interests of WTC shareholders as had the March 20, 2002 WTC press release whereby the Rocket Software offer was rejected. During Mr. Kareiva's tenure the company has incurred operating losses operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 totaling $13.1 million (through December 2001) in each of its nine reported fiscal quarters. Since taking the helm, Mr. Kareiva has received more than $1.0 million in cash compensation.

SofTech is currently reviewing all of its alternatives regarding the proposal to acquire WTC. Our view today is that WTC management will need a dramatic and sustained push from its shareholders to get them off their comfortable seats in Burlington.

To all WTC shareholders, I ask you to become active. Contact Messrs. Kareiva, Catalano, Phillips and McConnell and let them know what you want. Please also let them know if you support staying with Mr. Kareiva's "business plan" or seeking an alternative. Copy me on all your communications and I will be happy to summarize sum·ma·rize  
intr. & tr.v. sum·ma·rized, sum·ma·riz·ing, sum·ma·riz·es
To make a summary or make a summary of.



sum
 and publicize pub·li·cize  
tr.v. pub·li·cized, pub·li·ciz·ing, pub·li·ciz·es
To give publicity to.


publicize or -cise
Verb

[-cizing, -cized]
 the results."

Each communication should include the following information:

Name and Address of Shareholder:

Number of Shares Held:

Message to the WTC Directors:

The contact information is as follows:

Patrick Kareiva
Chairman, CEO, CFO, Treasurer and Secretary
Workgroup Technology Corporation
One Burlington Woods Drive
Burlington, MA 01803-4503
Phone: (781)270-2600
Fax: (781)270-2601
e-mail address: pkareiva@workgroup.com

Doug Catalano
CEO
Granitar Corporation
One Clark's Hill
Framingham, MA 01702
Phone: (508)661-4000
e-mail address: dougc@granitar.com

Frederick Phillips
CFO
Spotfire
212 Elm Street
Somerville, MA 02144
Phone: (617)702-1600
e-mail address: fphillips@spotfire.com

James M. McConnell
8 Pine Hill Drive
Needham, MA 02192
Phone: (781)431-0751
e-mail: Unknown

Joseph P. Mullaney
President and COO
SofTech, Inc.
2 Highwood Drive
Tewksbury, MA
Phone: (781)890-8373
Fax: (781)890-6055
e-mail address: jmullaney@softech.com


"Express your opinions today before the Kareiva "business plan" has spent all the money. It is my understanding that there is a meeting of the WTC Board of Directors on April 25th so do not delay. I look forward to hearing from our fellow WTC shareholders," Mr. Mullaney added.
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Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 22, 2002
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