GAYLORD CONTAINER CORPORATION 500 LAKE COOK ROAD SUITE 400 DEERFIELD, ILLINOIS 60015Gaylord Container Corp /De/ • September 28th, 2001 • Paperboard containers & boxes
Company FiledSeptember 28th, 2001 Industry
February 16, 2001 Dear Stockholder: As you may know, Uproar Inc. (the "Company") has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Flipside, Inc. and Flipside Acquisition Corporation, its wholly owned subsidiary, pursuant...Uproar Inc • February 16th, 2001 • Services-computer processing & data preparation
Company FiledFebruary 16th, 2001 IndustryAs you may know, Uproar Inc. (the "Company") has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Flipside, Inc. and Flipside Acquisition Corporation, its wholly owned subsidiary, pursuant to which Flipside Acquisition Corporation has today commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of common stock of the Company at a cash price of $3.00 per Share, without interest. Under the Merger Agreement, the Offer will be followed by a merger (the "Merger"), in which any remaining Shares will be converted into the right to receive $3.00 per Share.
Exhibit (a)(1)(D) [Lowrance Electronics, Inc. Letterhead] January 16, 2001 Dear Stockholder: We are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Lowrance Electronics Inc • January 16th, 2001 • Search, detection, navagation, guidance, aeronautical sys
Company FiledJanuary 16th, 2001 IndustryWe are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cobra Electronics Corporation, a Delaware corporation ("Parent"), and Blue Marlin, Inc. ("Purchaser"), a Delaware corporation and wholly owned subsidiary of Parent, which provides for the acquisition of the Company by Parent. Under the terms of the Merger Agreement, Purchaser today commenced a tender offer (the "Offer") to purchase all of the Company's outstanding shares of common stock (the "Shares") at a price of $8.25 per Share in cash. Following the successful completion of the Offer, Purchaser will be merged with the Company (the "Merger"), and all outstanding Shares not purchased in the Offer will receive in the Merger the same $8.25 per Share in cash consideration. The Offer is subject to certain conditions, including the conditions that (i) at the expiration of the Offer there shall have been validly tendered
December 22, 2000 Dear Stockholder: I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of December 17, 2000 (the "Merger Agreement"), with VNU N.V. ("Parent") and Artist Acquisition, Inc., a wholly...Acnielsen Corp • December 22nd, 2000 • Services-engineering, accounting, research, management
Company FiledDecember 22nd, 2000 Industry
Exhibit 99.(a)(5) [LOGO]Specialty Equipment Companies Inc • October 23rd, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip
Company FiledOctober 23rd, 2000 IndustryOn behalf of the Board of Directors of Specialty Equipment Companies, Inc. (the "Company"), I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of October 13, 2000 (the "Merger Agreement"), with United Technologies Corporation ("UTC") and Solar Acquisition Corp., a wholly owned subsidiary of UTC ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock (the "Shares") at a purchase price of $30.50 per Share, net to the seller in cash, without interest. The Offer, if consummated, is to be followed by a merger of Purchaser into the Company in which each Share not purchased in the Offer will be converted into the right to receive the same cash consideration paid per Share as is paid to stockholders in the Offer.
October 6, 2000 7 Mercedes Drive Montvale, New Jersey 07645 To Our Shareholders: We are pleased to inform you that on September 25, 2000, Bush Boake Allen Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Bush Boake Allen Inc • October 6th, 2000 • Industrial organic chemicals
Company FiledOctober 6th, 2000 Industry
July 25, 2000 Dear Stockholder: On behalf of the Board of Directors of CareerBuilder, Inc. (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of July 16, 2000 (the "Merger...Careerbuilder Inc • July 25th, 2000 • Services-personal services
Company FiledJuly 25th, 2000 IndustryOn behalf of the Board of Directors of CareerBuilder, Inc. (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of July 16, 2000 (the "Merger Agreement"), with Career Holdings, Inc. ("Career Holdings"), a company formed and funded by Tribune Company and KnightRidder.com, Inc., and CB Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Career Holdings. Pursuant to the Merger Agreement, Purchaser today has commenced a cash tender offer (the "Offer") for all outstanding shares of common stock of the Company (the "Shares") at a price of $8.00 per Share, net to the seller in cash, without interest.
LOGO] July 17, 2000Canisco Resources Inc • July 17th, 2000 • Construction - special trade contractors
Company FiledJuly 17th, 2000 Industry
June 2, 2000 Dear Fellow Stockholders: We are pleased to inform you that on May 26, 2000, KLLM Transport Services, Inc. (the "Company") entered into a Plan and Agreement of Merger (the "Merger Agreement") with High Road Acquisition Corp., a Delaware...KLLM Transport Services Inc • June 2nd, 2000 • Trucking (no local)
Company FiledJune 2nd, 2000 IndustryWe are pleased to inform you that on May 26, 2000, KLLM Transport Services, Inc. (the "Company") entered into a Plan and Agreement of Merger (the "Merger Agreement") with High Road Acquisition Corp., a Delaware corporation ("Parent") and High Road Acquisition Subsidiary Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, $1.00 par value per share (the "Common Stock"), together with the associated preferred share purchase rights issuable pursuant to the Stockholder Protection Rights Agreement, dated as of February 13, 1997, between the Company and Harris Trust and Savings Bank, as successor rights agent, as amended by the Amendment No. 1 thereto, dated as of May 25, 2000 (collectively, the "Shares"), for $8.05 per Share in cash. Under the Merger Agreement and subject to the terms thereof, following the Offe
May 12, 2000McWhorter Technologies Inc /De/ • May 12th, 2000 • Plastic materials, synth resins & nonvulcan elastomers
Company FiledMay 12th, 2000 Industry
LOGO]Vedior Nv • April 27th, 2000 • Services-help supply services
Company FiledApril 27th, 2000 IndustryWe are pleased to inform you that on April 16, 2000, Acsys, Inc. (the "Company") entered into a Merger Agreement (the "Merger Agreement") with Tiberia B.V., a company organized under the laws of the Netherlands ("Parent"), Vedior N.V., a company organized under the laws of the Netherlands ("Vedior"), Platform Purchaser Inc., a Georgia corporation and an affiliate of Vedior (the "Purchaser"), and Select Appointments North America Inc., a Delaware corporation and wholly owned indirect subsidiary of Vedior, pursuant to which the Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, no par value per share (the "Common Stock"), together with the associated series A junior participating preferred stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement, dated June 20, 1999, between the Company and SunTrust Bank, Atlanta, as Rights Agent, as amended by the Amendment No. 1 thereto, dated A
February 1, 2000 CompUSA Inc. 14951 North Dallas Parkway Dallas, Texas 75240 To Our Stockholders: We are pleased to inform you that on January 23, 2000, CompUSA Inc. (the "Company") entered into a Merger Agreement (the "Merger Agreement") with Grupo...Compusa Inc • February 1st, 2000 • Retail-computer & computer software stores
Company FiledFebruary 1st, 2000 Industry
December 23, 1999 To the Stockholders of SOFTWORKS, Inc. We are pleased to inform you that on December 21, 1999, SOFTWORKS, Inc. (the "Company") entered into an Agreement and Plan of Merger (the"Merger Agreement") with EMC Corporation ("Parent") and...Softworks Inc • December 23rd, 1999 • Services-prepackaged software
Company FiledDecember 23rd, 1999 Industry
ALBA-WALDENSIAN, INC. Post Office Box 100 201 St. Germain Avenue, SW Valdese, North Carolina 28690 November 12, 1999 To our Stockholders: On behalf of your Board of Directors, I am pleased to inform you that on November 8, 1999, Alba- Waldensian, Inc....Alba Waldensian Inc • November 12th, 1999 • Knitting mills
Company FiledNovember 12th, 1999 IndustryOn behalf of your Board of Directors, I am pleased to inform you that on November 8, 1999, Alba-Waldensian, Inc. ("Alba-Waldensian") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AWS Acquisition Corp., a Delaware corporation ("Purchaser"), and Tefron U.S. Holdings Corp., a Delaware corporation ("Parent"). Purchaser is a wholly-owned subsidiary of Parent, and Parent is a wholly-owned subsidiary of Tefron, Ltd., a New York Stock Exchange listed company. The Merger Agreement provides for the acquisition of Alba-Waldensian by Parent.
October 20, 1999 To the Stockholders of DSP Communications, Inc. We are pleased to inform you that, on October 13, 1999, DSP Communications, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Intel...DSP Communications Inc • October 20th, 1999 • Radio & tv broadcasting & communications equipment
Company FiledOctober 20th, 1999 Industry
October 12, 1999 To Our Stockholders: We are pleased to inform you that on October 6, 1999, Penobscot Shoe Company (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Riedman Corporation ("Parent") and PSC...Penobscot Shoe Co • October 12th, 1999 • Footwear, (no rubber)
Company FiledOctober 12th, 1999 Industry
A2-1 2Orange Co Inc /Fl/ • October 1st, 1999 • Canned, frozen & preservd fruit, veg & food specialties
Company FiledOctober 1st, 1999 Industry
) In the Matter of ) ) ) REMEDIATION DELTA FUNDING CORPORATION, a ) AGREEMENT Mortgage Banker licensed pursuant to) Article 12-D of the New York Banking) Law. ) ------------------------------------------Delta Financial Corp • September 23rd, 1999 • Loan brokers • New York
Company FiledSeptember 23rd, 1999 Industry JurisdictionWHEREAS, Delta Funding Corporation ("Delta"), a Mortgage Banker licensed pursuant to Article 12-D of the New York Banking Law, and the New York State Banking Department ("Department") have mutually agreed to enter into this Remediation Agreement ("Agreement"); WHEREAS, the Department commenced and concluded an examination ("Examination") of Delta pursuant to New York Banking Law ss. 596 regarding Delta's compliance with the laws and regulations identified below; WHEREAS, the Examination encompassed, INTER ALIA, a review of Delta's compliance with Section 296-a of the New York Executive Law, the Equal Credit Opportunity Act (15 U.SC. 1691, et seq.) and the regulations promulgated thereunder ("ECOA"), the Fair Housing Act (42 U.S.C. 3601, et seq.) and the regulations promulgated thereunder ("FHA"), Article 12-D of the New York Banking Law and the regulations promulgated thereunder, the Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 2601 et seq.) and the regulations promulgated
COPLEY PHARMACEUTICAL, INC. 25 JOHN ROAD CANTON, MA 02021Copley Pharmaceutical Inc • August 16th, 1999 • Pharmaceutical preparations
Company FiledAugust 16th, 1999 Industry
July 16, 1999 Dear Stockholders and Warrantholders: I am pleased to inform you that, on July 9, 1999, Aqua Alliance Inc. ("Aqua Alliance") entered into an Agreement and Plan of Merger (the "Agreement") with Vivendi, a societe anonyme organized under...Aqua Alliance Inc • July 16th, 1999 • Services-engineering services
Company FiledJuly 16th, 1999 Industry
1 EXHIBIT 6 GRADALL LETTERHEAD May 18, 1999 Dear Stockholder: I am pleased to inform you that on May 10, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by JLG...Gradall Industries Inc • May 18th, 1999 • Construction machinery & equip
Company FiledMay 18th, 1999 Industry
PAMIDA HOLDINGS CORPORATION 8800 "F" Street Omaha, Nebraska 68127 May 17, 1999 Dear Stockholders: We are pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of May 10, 1999 (the "Merger Agreement"), with...Pamida Holdings Corp/De/ • May 17th, 1999 • Retail-variety stores
Company FiledMay 17th, 1999 Industry
LETTERHEAD OF EMCON] May 17, 1999 To Our Shareholders: On behalf of the Board of Directors (the "Board") of EMCON (the "Company"), we are pleased to inform you that on May 10, 1999, the Company entered into an Agreement and Plan of Merger (the "Merger...Emcon • May 17th, 1999 • Services-engineering services
Company FiledMay 17th, 1999 Industry
EXHIBIT 4 [DAMES & MOORE GROUP LOGO] May 11, 1999 Dear Stockholder: We are pleased to inform you that on May 5, 1999, Dames & Moore Group (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with URS Corporation...Dames & Moore Group • May 11th, 1999 • Services-engineering services
Company FiledMay 11th, 1999 Industry
1 WANG LABORATORIES LOGO EXHIBIT 5 May 10, 1999 Dear Stockholder: I am pleased to inform you that on May 3, 1999, Wang Laboratories, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Getronics NV, a...Wang Laboratories Inc • May 10th, 1999 • Services-prepackaged software
Company FiledMay 10th, 1999 Industry
1 AMERICAN BUILDINGS COMPANY 1150 STATE DOCKS ROAD EUFAULA, ALABAMA 36027 April 13, 1999 Dear Stockholder: We are pleased to inform you that on April 7, 1999, American Buildings Company (the "Company") entered into an Agreement and Plan of Merger (the...American Buildings Co /De/ • April 13th, 1999 • Prefabricated metal buildings & components
Company FiledApril 13th, 1999 Industry
1 (U.S. Filter Logo) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 March 26, 1999 Dear Stockholder: I am pleased to inform you that on March 22, 1999, United States Filter Corporation (the "Company") entered into an Agreement and Plan of Merger...United States Filter Corp • March 29th, 1999 • Refrigeration & service industry machinery
Company FiledMarch 29th, 1999 Industry
Exhibit 4 [ALARMGUARD HOLDINGS, INC. LETTERHEAD] January 15, 1999 Dear Stockholder: We are pleased to inform you that on January 8, 1999, Alarmguard Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")...Alarmguard Holdings Inc • January 15th, 1999 • Retail-miscellaneous retail
Company FiledJanuary 15th, 1999 Industry
LOGO] December 17, 1998 Dear Stockholder: I am pleased to inform you that on December 11, 1998, Cellular Communications International, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kensington...Cellular Communications International Inc • December 17th, 1998 • Radiotelephone communications
Company FiledDecember 17th, 1998 Industry
EXHIBIT 9 LETTER TO STOCKHOLDERS DATED DECEMBER 9, 1998 [LOGO] [LOGO] DECEMBER 9, 1998 Dear Stockholders: I am pleased to inform you that Valley Forge Corporation (the "Company") has entered into an Agreement and Plan of Merger dated as of December 2,...Valley Forge Corp • December 9th, 1998 • Motor vehicle parts & accessories
Company FiledDecember 9th, 1998 Industry
CN BIOSCIENCES, INC. 10394 PACIFIC CENTER COURT SAN DIEGO, CALIFORNIA 92121 November 25, 1998 To Our Stockholders: We are pleased to inform you that on November 18, 1998, CN Biosciences, Inc. (the "Company") entered into an Agreement and Plan of...Cn Biosciences Inc • November 25th, 1998 • Medicinal chemicals & botanical products
Company FiledNovember 25th, 1998 Industry
November 17, 1998 To Our Stockholders: On behalf of the Board of Directors of Intensiva HealthCare Corporation (the "Company"), I am pleased to inform you that on November 9, 1998 the Company entered into an Agreement and Plan of Merger (the "Merger...Intensiva Healthcare Corp • November 17th, 1998 • Services-skilled nursing care facilities
Company FiledNovember 17th, 1998 Industry
LETTERHEAD APPEARS HERE] Exhibit 8 November 3, 1998 To Our Stockholders: On behalf of the Board of Directors of Fluor Daniel GTI, Inc. (the "Company"), we are pleased to inform you that, on October 27, 1998, the Company entered into an Agreement and...Fluor Daniel Gti Inc • November 3rd, 1998 • Hazardous waste management
Company FiledNovember 3rd, 1998 IndustryOn behalf of the Board of Directors of Fluor Daniel GTI, Inc. (the "Company"), we are pleased to inform you that, on October 27, 1998, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with International Technology Corporation, a Delaware corporation doing business as The IT Group, Inc. ("Parent"), Tiger Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and Fluor Daniel, Inc., a California corporation, pursuant to which Purchaser has today commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of the Company's Common Stock at $8.25 per Share. Under the terms of the Merger Agreement, the Offer will be followed by a merger of Purchaser with and into the Company (the "Merger") in which any Shares not tendered will be converted into the right to receive $8.25 per Share in cash, without interest.
1 Exhibit 8 Mecklermedia THE INTERNET MEDIA COMPANY October 15, 1998 Dear Fellow Stockholders: We are pleased to inform you that on October 7, 1998, Mecklermedia Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Mecklermedia Corp • October 15th, 1998 • Periodicals: publishing or publishing & printing
Company FiledOctober 15th, 1998 Industry
October 5, 1998 To the Stockholders of Ovid Technologies, Inc.: We are pleased to inform you that on September 29, 1998, Ovid Technologies, Inc. ("Ovid" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Ovid Technologies Inc • October 5th, 1998 • Services-computer programming, data processing, etc.
Company FiledOctober 5th, 1998 IndustryWe are pleased to inform you that on September 29, 1998, Ovid Technologies, Inc. ("Ovid" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wolters Kluwer U.S. Corporation ("Parent") and OTI Acquisition Corp. ("OTI Acquisition"), an indirect wholly owned subsidiary of Parent, pursuant to which OTI Acquisition has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, $.01 par value per share (the "Shares"), of the Company, for $24.59 per Share in cash. Under the terms of the Merger Agreement, following the successful completion of the Offer, OTI Acquisition will be merged (the "Merger") with and into the Company and all Shares not purchased in the Offer (other than Shares held by Parent, OTI Acquisition or any other wholly owned subsidiary of Parent, Shares owned by the Company as treasury stock, and Shares held by stockholders who have properly exercised appraisal rights under Delaware law, if a