October 27, 2000
To: Cinergy Corp.
Cinergy Communications, Inc.
Cinergy Ventures, LLC
c/o Cinergy Communications Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxxx
We hereby advise you that Convergent Group Corporation (the "Company") has
entered into an Agreement and Plan of Merger dated as of October 13, 2000 (the
"Merger Agreement") with Schlumberger Technology Corp. ("STC"), Convergent
Holding Corporation ("Parent"), a wholly-owned subsidiary of STC, and Convergent
Acquisition Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Parent,
providing for, among other things, a tender offer by Purchaser (the "Tender
Offer") for all of the outstanding shares of Common Stock of the Company and the
subsequent merger of Purchaser with and into the Company. We further advise you
that as contemplated by the Merger Agreement (i) certain persons parties to the
Registration Rights Agreement have executed agreements ("Tender Agreements")
obligating them to tender all or portion of the shares of Common Stock of the
Company owned by them in the Tender Offer and (ii) certain officers, directors
and employees of the Company, including certain persons parties to the
Registration Rights Agreement, have entered into an agreement (the "Contribution
Agreement") pursuant to which they will contribute all or a portion of their
Common Stock of the Company to Parent in exchange for shares of common stock of
Parent.
Insofar as you are prohibited by the terms of the Stock Purchase Agreement
dated April 28, 2000, as amended by Amendment No. 1 thereto dated June 13, 2000
(as so amended, the "Agreement"), between the Company and Cinergy
Communications, Inc. from (i) tendering, if you so desire, your shares of Common
Stock of the Company in the Tender Offer to the extent permitted by the terms of
the Merger Agreement, the Tender Agreements, the Contribution Agreement and any
other agreement entered into in connection therewith (collectively, the "Subject
Agreements") to which you are a party, (ii) executing, as necessary, any of the
Subject Agreements or (iii) otherwise complying with your obligations, if any,
under the Subject Agreements, the Company hereby grants a limited waiver of the
provisions of the Agreement to the extent necessary to permit you to effectuate
any of the foregoing. Except as set forth in the previous sentence, the
provisions of the Agreement remain in full force and effect.
WE URGE YOU TO READ CONVERGENT GROUP CORPORATION'S
SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN SUCH DOCUMENTS BECOME
Cinergy Communications, Inc.
October 27, 2000
Page 2
AVAILABLE. THE SOLICITATION AND RECOMMENDATION STATEMENT CONTAINS IMPORTANT
INFORMATION THAT YOU SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE
TENDER OFFER AND RELATED TRANSACTIONS. THE OFFER TO PURCHASE, THE RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT AND ANY AMENDMENTS THAT WE MAY FILE WILL
BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY AT NO EXPENSE TO THEM.
THESE DOCUMENTS WILL ALSO BE AVAILABLE FREE OF CHARGE AT THE SEC'S WEBSITE AT
XXX.XXX.XXX. THIS NOTICE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF CONVERGENT GROUP CORPORATION. THE TENDER OFFER WILL
BE MADE SOLELY BY MEANS OF AN OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL TO BE DISSEMINATED UPON THE COMMENCEMENT OF THE TENDER OFFER.
Very truly yours,
Convergent Group Corporation
By: /s/ Xxxxx Xxxxxxx
-------------------------
Xxxxx Xxxxxxx
Chief Financial Officer and Treasurer
