Exhibit 99
1. As a result of Xxxxx Xxxxxxx Incorporated (the "Company") obtaining
shareholder approval on February 23, 2004, to issue $40,971,350 million of
merger consideration owed to the Greenwich Street Funds (defined below) pursuant
to the Agreement and Plan of Merger, dated as of November 26, 2003, as amended
(the "Merger Agreement"), among Laser Company, Inc., Payment Processing
Solutions, Inc., the Company and the stockholders of the Company, in the form of
shares of the Company's common stock, no par value per share (the "Common
Stock"), in lieu of cash, the Greenwich Street Funds will be issued 2,233,989
shares of Common Stock and will be the direct beneficial owner of an aggregate
of 16,910,357 shares of Common Stock.
2. The Merger Agreement provides that the price per share of Common Stock equals
the average, rounded to the nearest two decimal places, of the per share closing
prices of the Common Stock as reported on the New York Stock Exchange for the
ten consecutive trading days ending on the second trading day prior to the date
shareholder approval was obtained.
3. Greenwich Street Capital Partners II, L.P. ("GSCP II") will be the direct
beneficial owner of 15,107,341 shares of the Common Stock, GSCP Offshore Fund,
L.P. ("GSCP Offshore") will be the direct beneficial owner of 314,956 shares of
Common Stock, Greenwich Fund, L.P. ("Greenwich Fund") will be the direct
beneficial owner of 000,000 xxxxxx xx Xxxxxx Xxxxx, Xxxxxxxxx Xxxxxx Employees
Fund, L.P. ("Employees Fund") will be the direct beneficial owner of 901,863
shares of Common Stock and TRV Executive Fund, L.P. ("TRV," and together with
GSCP II, GSCP Offshore, Greenwich Fund and Employees Fund, the "Greenwich Street
Funds") will be the direct beneficial owner of 74,456 shares of Common Stock.
Xx. Xxxxxx is the direct beneficial owner of 63,234 shares of Common Stock,
which include 15,734 deferred share units and 10,000 vested options under the
Company's 2001 Long Term Incentive Plan.
4. Xx. Xxxxxx is deemed to be the indirect beneficial owner of the 16,910,357
shares of Common Stock owned by the Greenwich Street Funds in his capacity as
(a) a managing member of Greenwich Street Investments II, L.L.C., which is the
general partner of each of the Greenwich Street Funds, (b) a limited partner of
GSCP (NJ), L.P. (the "Funds Manager"), which is the manager of the Greenwich
Street Funds, and (c) an executive officer and stockholder of GSCP (NJ) Inc.,
which is the general partner of the Funds Manager.
5. Xx. Xxxxxx disclaims beneficial ownership of the shares of Common Stock owned
by the Greenwich Street Funds. Nothing in this Form 4 shall be construed as an
admission that Xx. Xxxxxx is, for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any
securities reported on this Form 4, except to the extent of his pecuniary
interest in any such securities. The acquisition of the shares of Common Stock
by the Greenwich Street Funds is being reported by Xx. Xxxxxx only because of
his affiliation with the Greenwich Street Funds.
