Amserv Healthcare Inc. Stockholder Group leader sends letter to Amserv CEO criticizing proposed takeover by Star Multi Care Services Inc.; Requests Board to be immediately replaced with independent directors to evaluate transaction.PITTSFIELD, Mass.--(BUSINESS WIRE)--Jan. 19, 1996--Thomas M. Clarke, president and a director of Stockbridge Investment Partners Inc. today sent the following letter to Mr. Eugene J. Mora MORA, In civil law. This term, in mora, is used to denote that a party to a contract, who is obliged to do anything, has neglected to perform it, and is in default. Story on Bailm. Sec. 123, 259; Jones on Bailm. 70; Poth. Pret a Usage, c. 2, Sec. 2, art. 2, n. , president and chief executive officer of Amserv Healthcare Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :AMSR AMSR Advanced Microwave Scanning Radiometer AMSR Advanced Microwave Scanner Radiometer AMSR Advanced Multiplicity Shift Register AMSR Aviation Maintenance and Supply Readiness AMSR Advanced Mechanically Scanned Radiometer AMSR Autonomous Missile Site Radar ) in response to Amserv's announcement of a proposed takeover by Star Multi Care Services Inc.: -0- January 19, 1996 Mr. Eugene J. Mora President and Chief Executive Officer Amserv Healthcare Inc. 3252 Holiday Court, Suite 204 La Jolla La Jolla (lə hoi`yə), on the Pacific Ocean, S Calif., an uninc. district within the confines of San Diego; founded 1869. The beautiful ocean beaches, in particular La Jolla shores and Black's Beach, and sea-washed caves attract visitors and , Calif. 92037 Dear Mr. Mora: After reading yesterday's press release announcing Star Multi Care Services, Inc.'s ("Star") proposed takeover of Amserv Healthcare Inc. ("Amserv") I am deeply concerned by the terms of the transaction. I find it extremely hard to believe in the nine months since the announcement of Batchelder & Partners, Inc. retention that this is the best transaction that you could produce for Amserv stockholders. What your press release fails to disclose is that the ultimate result of your proposed transaction would give Amserv stockholders excluding yourself ownership of only 30.9 percent of Star with you personally in combination with Stephen Sternbach Star's Chairman owning 32.6 percent. We have serious doubts that this transaction does anything other than enable a small company with only $239,000 in available cash and an outstanding line of credit of $2,450,000 as of August 31, 1995 to raid Amserv's $2,441,000 in cash reserves Cash reserves See: Cash investments cash reserves Investment funds that are held in short-term assets such as Treasury bills and certificates of deposit until more permanent investment opportunities are available. as of September 23, 1995 at great expense to Amserv stockholders. We question if you couldn't have gotten a much better deal for Amserv stockholders for the outrageous fee that you intend to pay David H. Batchelder. I believe it's imperative that the Amserv directors be immediately replaced by new, independent directors with a major stake in Amserv in order to evaluate the Star transaction as well as other ways to maximize the value of Amserv's shares. Please respond no later than 5:00 p.m. (EST EST electroshock therapy. EST abbr. electroshock therapy ), Monday, January 22, 1996. Otherwise, the Stockbridge Group will press forward with its consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with and mail consent materials to Amserv stockholders as soon as it obtains all necessary approvals. Sincerely Yours Adv. 1. sincerely yours - written formula for ending a letter sincerely , Thomas N. Clarke President -0- Mr. Clarke commented, "It is our belief that stockholders will not approve the Star transaction given its unfavorable economics and Star's closing stock price of $6.75 on January 18, 1996 resulting in a value of $2.76 per Amserv share or 18.2 percent less than Amserv's stock price at its 52 week high of $3.375 on September 13, 1995." Stockbridge delivered a written consent notice to the Board of Directors of Amserv on January 8, 1996 demanding that the Board establish a record date to act by written consent to replace the Board of Directors of Amserv with the Stockbridge nominees. Amserv's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an provide that such a record date must be set no later than January 29, 1996. Stockbridge filed preliminary consent solicitation material with the Securities and Exchange Commission on January 16, 1996 seeking to replace the incumbent Board of Directors with five Stockbridge nominees. The Stockbridge Group is the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 202,844 Amserv Common Shares, representing 6.4 percent of the Company. Stockbridge Investment Partners, Inc. is a Florida corporation with offices located in Palm Beach, Florida Palm Beach is an incorporated town in Palm Beach County, Florida. The Intracoastal Waterway separates it from the neighboring cities of West Palm Beach and Lake Worth. As of 2000, Palm Beach had a year-round population of 10,468, with an estimated seasonal population of 30,000. and Pittsfield, Massachusetts and is engaged in investing in businesses which provide healthcare products, services and facilities. It was organized in December of 1993. Clarke and his wife jointly own 50.0 percent of Stockbridge's equity and Mr. Cummings, and siblings own the remaining 50.0% percent of Stockbridge's equity. Lenox Healthcare, Inc. is a Massachusetts corporation with principal offices in Pittsfield, Mass. which acts as financial advisor or principal in health care investment and transactions. Lenox, organized in October of 1992, controls together with Stockbridge, its partners and affiliates nineteen healthcare properties representing 1,871 licensed beds, institutional pharmaceutical and medical supply distributors and equity investments in healthcare related companies. CONTACT: Stockbridge Investment Partners Inc. Thomas M. Clarke, President 413/448-2111 or 413/448-2120 (Fax) |
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