Exhibit (a)(3)
[NSI LETTERHEAD]
April 25, 2003
Dear NSI Employee:
As you are aware, NSI has entered into a merger agreement with NS
Acquisition Corp., an affiliate of California Investment Fund, LLC. Pursuant to
the terms of the merger agreement, each outstanding share of NSI common stock
will be converted into the right to receive $10.00 in cash.
In the merger agreement, we agreed to use our commercially reasonable
efforts to provide that each outstanding option to purchase NSI common stock is
surrendered in exchange for certain cash payments. As a result of this
provision of the merger agreement, we are making this offer to purchase your
stock options under the terms described in the offer to purchase that
accompanies this letter.
The offer to purchase contains detailed information about the offer,
including a detailed set of questions and answers. Please read the materials
carefully since they contain important information about how to surrender your
options for payment. Please note that the deadline for us to receive your
signed election form is May 23, 2003.
The enclosed election form lists your individual holdings of options
that are eligible to be tendered in the offer and the cash payment being
offered in exchange for such options.
We make no recommendation as to whether you should elect to tender
your options. Each employee must make his or her own individual decision based
on the terms and conditions of the offer, including the consequences for
non-tendering optionholders described in the offer to purchase.
If you have any questions concerning the program, please contact Xxx
Xxxxx, Senior Vice President - Administration, National Linen Service, at (404)
853-6165.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman of the Board, Chief Executive
Officer and President
