Dairy Mart Urges Shareholders to Support Management's Continuing Efforts to Maximize Value.Business Editors NOTE TO MEDIA: Photo (of 3 charts) is available in a Smart News Release(TM) on Business Wire's Home Page at www.businesswire.com HUDSON, Ohio--(BUSINESS WIRE)--May 19, 2000 Dairy Mart Convenience Stores The following is a list of convenience stores organized by geographical location. Stores are grouped by the lowest heading that contains all locales in which the brands have significant presence. , Inc. (AMEX AMEX See: American Stock Exchange :DMC DMC Devil May Cry (video game) DMC Detroit Medical Center DMC Darryl McDaniels (rapper) DMC Destination Management Company DMC Del Mar College (Corpus Christi, TX) ) today urged shareholders to vote in favor of the Company's current board and management in its continuing efforts to maximize shareholder value. "Our efforts are accelerating as we begin reviewing expressions of interest received from prospective buyers of the Company," said Robert B. Stein, Dairy Mart Chairman, President and Chief Executive Officer. "Since our board approved a plan on April 6 to sell 246 stores to improve profitability and reduce debt, we have received notice of credible interest in the entire chain from a number of parties." Stein noted that the plan to sell 246 stores is being put on hold while the Company reviews the expressions of interest. As previously announced, the Company has retained Morgan Keegan & Company, Inc., 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. , to review the expressions of interest and explore all of the company's options for increasing shareholder value, including a sale. "Morgan Keegan is actively engaged and pursuing all options on an aggressive timetable," said Stein. "Further, they are highly incentivized to arrange a sale and maximize shareholder value." Also today, the Company sent another letter to major shareholders in its ongoing proxy fight Proxy Fight When a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is sometimes also referred to as a proxy battle. Notes: This term is mainly used in the context of takeovers. with Frank Colaccino, a former chief executive officer of Dairy Mart who was fired in 1994. (NOTE TO EDITORS: full text of the letter follows this press release.) Dairy Mart Convenience Stores, Inc., was named "Convenience Store Chain of the Year" in 1999 by Convenience Store Decisions magazine. The company owns and operates approximately 600 retail stores in seven states in the Midwest and Southeast. Through consulting and licensing agreements, the Company is also affiliated with more than 200 stores in Korea and approximately 400 locations in Malaysia. For more information, visit Dairy Mart's web site at www.dairymart.com. Morgan Keegan & Company, Inc., based in Memphis, Tennessee For the ancient Egyptian capital, see . Memphis is a city in the southwest corner of Tennessee, and the county seat of Shelby County. Memphis rises above the Mississippi River on the 4th Chickasaw Bluff just below the mouth of the Wolf River. , provides securities brokerage, investment banking and other financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. through its 45 offices in 13 states. The firm is a subsidiary of Morgan Keegan, Inc., a financial services holding company listed on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. (symbol:MOR MOR abbr. middle-of-the-road MOR adj abbr (MUS) (= middle-of-the-road) → para el gran público MOR adj abbr (Mus) (= ). Morgan Keegan has a dedicated Convenience Store and Retail Petroleum Group and has recently been involved in many transactions involving convenience store companies. In addition, Morgan Keegan equity research recently began covering the convenience store industry and expects to publish a comprehensive research report this summer. Statements contained in this release that are not historical facts, including those relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc possible outcomes of exploring the Company's strategic alternatives, such as a possible sale of the Company and those relating to the effects of continuing a proxy fight may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Factors that could cause actual results to differ materially from those stated or implied in the forward-looking statements include competition, general economic conditions, the ability to find one or more suitable buyers for the stores or the whole Company at acceptable prices, the ability of such buyers to finance store purchases or the whole Company, the determination of the board of directors, which may or may not include a sale of the stores or the whole Company and other factors disclosed in Dairy Mart's periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this release. Full text of the letter follows: LET'S SET THE RECORD STRAIGHT: YOUR BOARD AND MANAGEMENT HAVE BEEN CREATING VALUE FOR THE BENEFIT OF ALL SHAREHOLDERS Your vote is important. Please sign, date and return the enclosed WHITE 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. today. Dear Fellow Shareholders: As the annual meeting approaches, I want to take a final opportunity to remind you of all that your current board and management have been and are doing to maximize the value of your investment in Dairy Mart -- value that we expect to realize in the event of a sale. WE BELIEVE YOUR INVESTMENT HAS MEANINGFUL VALUE THAT IS NOT YET REFLECTED IN THE COMPANY'S FINANCIAL STATEMENTS. Consider the following: -- In cleaning up after the Frank Colaccino era, we significantly downsized the Company, got rid of underperforming stores and exited the non-core dairy manufacturing and distribution business. We now have a geographic strength that is strategically important to others. -- We have focused our efforts on building a portfolio of quality assets, including opening 80 new stores over the past five years that are continuing to mature and hold significant future value. They are among the most attractive assets to potential buyers. -- More recently, two weeks before Colaccino started his proxy fight, your board approved a sweeping plan to sell or close 246 underperforming stores, improve profitability and reduce debt. News of that plan helped to generate credible expressions of interest from potential buyers of Dairy Mart, so we are putting the store-closing plan on hold. -- We retained Morgan Keegan & Company to explore all of the Company's strategic options, including selling the Company. Morgan Keegan is highly incentivized to arrange a sale and maximize value. The firm is actively pursuing all avenues and is on an aggressive schedule for reaching a satisfactory conclusion. COLACCINO IS DEPICTING DAIRY MART TO SHAREHOLDERS AND THE OUTSIDE WORLD AS A DISTRESSED COMPANY. THAT'S SIMPLY NOT TRUE -- AND IT'S A DISSERVICE dis·ser·vice n. A harmful action; an injury. disservice Noun a harmful action Noun 1. TO YOU. Not surprisingly, Colaccino has claimed credit for a $7 stock price and record sales and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become . In reality, the Company never had record earnings while he was 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. . Colaccino produced illusionary growth fueled by the rapid acquisition of a ragtag rag·tag adj. 1. Shaggy or unkempt; ragged. 2. Diverse and disorderly in appearance or composition: "They're a small ragtag army of racketeers, bandits, and murderers" group of assets. Once the acquisitions stopped, the reality of Colaccino's "growth" became clear - he left Dairy Mart saddled with $90 million in debt and hundreds of low-volume, underperforming stores. Sales and EBITDA growth are easily achieved in an acquisition-driven environment. Although Colaccino increased the number of stores, he was unable to make meaningful improvement in per-store profitability. Under the leadership of the current board and management, Dairy Mart has made significant operational gains. (See three accompanying charts.) -- Revenue per store has increased 68% since 1995. Last year alone, we increased comparable store sales by 11%, continuing three consecutive years as one of the industry leaders in same-store sales Same-store sales is a business term which refers to the revenue generated by one of a retail chain's specific outlets during a certain period of time (often a fiscal quarter or a particular shopping season), compared to an identical period in the past, usually in the previous year. growth. -- Average gross profit per store has also improved steadily since 1995, growing 52% over that period of time. -- EBITDA (earnings before interest, taxes, depreciation and amortization) per store has increased 166% since fiscal 1996. -- Average gasoline sales per store have increased nearly 40% since 1996 -- to 753,000 gallons. WE BELIEVE COLACCINO'S INACCURATE PORTRAYAL OF THIS COMPANY IS HARMING THE VALUE OF YOUR INVESTMENT. If Colaccino succeeds, the impact on your investment could be devastating dev·as·tate tr.v. dev·as·tat·ed, dev·as·tat·ing, dev·as·tates 1. To lay waste; destroy. 2. To overwhelm; confound; stun: was devastated by the rude remark. . Whether he claims to want to be CEO or not, consider whether you want to entrust the future of your Company - and the future of your investment - to a man who appears more interested in tacking up a "going-out-of-business" sign than in getting top dollar for your investment. His efforts could: -- Trigger change-of-control provisions in the Company's credit agreements and accelerate repayment of $115 million in debt. -- Disrupt the Company's vital relationships with suppliers and vendors. -- Devastate dev·as·tate tr.v. dev·as·tat·ed, dev·as·tat·ing, dev·as·tates 1. To lay waste; destroy. 2. To overwhelm; confound; stun: was devastated by the rude remark. employee morale and retention at a critical time for the Company. -- Derail de·rail intr. & tr.v. de·railed, de·rail·ing, de·rails 1. To run or cause to run off the rails. 2. the efforts of the current board and management to maximize shareholder value. -- Lead to a "fire sale" of the Company that would certainly fail to achieve maximum value for your investment in Dairy Mart. As we enter this critical phase in the history of Dairy Mart, I ask once again for your support. -- If you have already voted a WHITE proxy card for the Company's director slate, thank you. No further action is required. -- If you have voted a BLUE proxy card for the Colaccino slate, it is not too late to change your vote. Please sign, date and return your WHITE proxy card today. Only the latest dated proxy card will be counted at the annual meeting. Thank you. On Behalf of your Board of Directors Robert B. Stein, Jr. Chairman, President and CEO May 19, 2000 If you have any questions or need assistance in voting your shares or changing your vote, please contact: MacKenzie Partners, Inc. 156 Fifth Avenue New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10010 (212) 929-5500 (Call Collect) or CALL TOLL-FREE: (800) 322-2885 Note: A Photo (of 3 charts) is available at URL URL in full Uniform Resource Locator Address of a resource on the Internet. The resource can be any type of file stored on a server, such as a Web page, a text file, a graphics file, or an application program. : http://www.businesswire.com/cgi-bin/photo.cgi?pw.051900/bb3 |
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