Board Candidates Urge Shareholders to Tell Their Brokers to Vote for French and Coulson.Business Editors NEW YORK--(BUSINESS WIRE)--May 15, 2001 Ray French and Paul Coulson, who are waging a proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. for election to the Board of Suburban Lodges of America, 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 :SLAM) said today that time was short but it is not too late to vote against management at the Suburban Lodges Annual Meeting. Stockholders should call their brokers and tell them to vote for French and Coulson, the independent candidates for the Board. They made the following statements regarding key issues in the proxy contest: -- Sale of the Company Management suggests that the Company can't be sold for a good price now because the Company and its bankers tried and didn't receive any offers worth pursuing. We believe that the sales process conducted by the present board and its investment bankers Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. does NOT establish whether it is a good idea to sell the Company at the present time. After all, the Board may be demanding a minimum price for the Company that is substantially above the price that the majority of shareholders would be prepared to accept. We believe that shareholders will never know what they could get for their shares in a sale of the Company until the sales process A sales process is a systematic approach for performing product or service sales. The reasons for having a sales process include seller and buyer risk management, achieving standardized customer interaction in sales and scalable revenue generation. is conducted under the supervision of a board of directors with an independent majority. -- Asset Sales Strategy Management claims that a sale of individual assets is no easier than a sale of the entire Company because there are loan restrictions on 32 of the Company's 65 hotels. However, that leaves a majority of the Company's hotels that can be sold: enough to support a major asset sale program. In addition, based on the footnotes to the Company's 2000 financial statements, it appears that the fair market value of the Company's long-term debt is less than its face amount - this suggests there is room to negotiate with lenders to permit encumbered Encumbered A property owned by one party on which a second party reserves the right to make a valid claim, e.g., a bank's holding of a home mortgage encumbers property. properties to be sold and a portion of the proceeds distributed to shareholders. We believe that the proceeds of asset sales should be paid directly to shareholders in the form of special dividends rather than used to fund a stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program that increases management's percentage ownership of the Company. Further, we believe that the taxation of distributions to shareholders from a major asset sale program would be favorable to shareholders since a large portion of such distributions could be a return of capital which would be taxed as a capital gain, much of this a deferred capital gain, depending on the shareholder's basis. -- Long-Term Poor Performance Management claims that the Company's poor financial results are a recent phenomenon and caused by its transition from a development business to a franchise business. However, the truth is that, in no full year since its IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. , has the Company ever achieved a return on equity capital (ROE) above the average Yield available on 1-Year T-bills in each of those years. Conversely con·verse 1 intr.v. con·versed, con·vers·ing, con·vers·es 1. To engage in a spoken exchange of thoughts, ideas, or feelings; talk. See Synonyms at speak. 2. , in year 2000, the Company's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Mr. Krischer, received a 116% increase in his year 2000 cash bonus while Net Income fell by 35%. If elected, we will not accept any options or fees for serving you as directors. Our single purpose is to increase the price of the stock for all shareholders. We are convinced we have the strategy and plan to achieve that goal. However, we need your vote to make this turnaround happen! Time is short. Call your broker and instruct him/her to contact Larry Dennedy at Mackenzie Partners (212-929-5239) in order to vote the gold proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. for Mr. French and Mr. Coulson. Ray French can be contacted at (212) 582-0900 or (516) 924-1176. Or you can contact our proxy solicitors Proxy Solicitor A specialist (firm) hired to gather proxy votes. , Mackenzie Partners, at (212) 929-5239 (attention: Larry Dennedy). |
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