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EXHIBIT 99.1
HORIZON MENTAL HEALTH MANAGEMENT, INC.
0000 XXXXXX XXXXX XXXXX
XXXXXXXXXX, XXXXX 00000
March 3, 1997
To our stockholders:
After extensive study, the Board of Directors of Horizon Mental Health
Management, Inc. has adopted a stockholder rights agreement designed to insure
that all of the Company's stockholders receive fair and equal treatment in the
event of any proposal to acquire the Company. The agreement is intended to
protect the interests of our stockholders in the event of abusive or unfair
takeover tactics. It is not designed to prevent the acquisition of the Company
on terms beneficial to all stockholders.
Terms of the agreement are contained in the Summary of Rights attached
to this letter. This letter is for informational purposes only, and no action
is required of you at this time.
Effective as of the close of business on March 4, 1997, the rights are
implicitly attached to all shares of the Company's Common Stock. Because the
rights are not currently exercisable and have no current value, certificates
representing the rights will not be issued at this time; the rights will trade
with and be represented by your Common Stock certificate. The rights become
exercisable only following the acquisition by a person or group of 15 percent
or more of the Company's Common Stock, or, at the Board's option, following the
announcement of a tender offer or exchange offer to acquire an interest of 15
percent or more. If the rights become exercisable, they entitle all holders -
except the takeover bidder - to purchase stock in the Company or the resulting
entity from a merger involving the Company at a bargain price. The effect of
the plan is to encourage a prospective acquiror to negotiate with the Board of
Directors of the Company a transaction that is fair to all stockholders.
The Company currently has no stockholder with an interest of 15
percent or more, and the Board is not aware of any current attempt to take
control of the Company. We have a great deal of confidence in the future of
Horizon, and the rights agreement helps to insure that our stockholders will
have every opportunity to receive the benefits of the Company's success.
Very truly yours,
Xxxxx Xxx Xxxxxx
President and Chief
Executive Officer
