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EXHIBIT 14
[McM CORPORATION LETTERHEAD]
July 23, 1998
To Our Shareholders:
We are pleased to inform you that on July 16, 1998, McM Corporation
("McM") entered into an Offer and Rights Agreement (the "Agreement") with IAT
Reinsurance Syndicate Ltd. ("IAT"), and IAT has commenced today a tender offer
for up to 35% of the outstanding shares of McM common stock for $3.65 per share
in cash (the "Offer"). Following the completion of the Offer, upon the terms and
subject to conditions of the Agreement, each share tendered will be exchanged
for $3.65 in cash. IAT has also entered into an agreement with the XxXxxxxx
Trust, majority shareholder of McM, to purchase 14% of the outstanding shares of
McM. Upon consummation of the Offer, IAT could own up to 49% of XxX's
outstanding shares.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER, HAS
DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE
SHAREHOLDERS OF MCM AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its decision, your Board of Directors gave careful
consideration to a number of factors described in the enclosed Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of PaineWebber, Incorporated, XxX's
financial advisor, to the effect that, as of the date of such opinion, the price
offered to the holders of the shares being sold is fair from a financial point
of view. The enclosed Schedule 14D-9 describes the Board's decision and contains
other important information relating to that decision. We urge you to read it
carefully.
Accompanying this letter, in addition to the Schedule 14D-9, is the
Offer to Purchase, together with related materials including a Letter of
Transmittal for use in tendering shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how you can tender your
shares. We urge you to read the enclosed materials carefully and consider all
the factors set forth therein before making your decision with respect to the
Offer.
Sincerely yours,
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Operating Officer
