To All Shareholders:
On March 7, 2001, our Board of Directors authorized steps to proceed with a possible initial public offering of shares of Class A common stock. We anticipate that any offering would be accomplished through a firm commitment underwriting led by one or more nationally recognized investment banks and that our shares of the Class A common stock would be listed on Nasdaq or the New York Stock Exchange.
While these steps are preliminary, the Board expects that any such offering will include an opportunity for existing shareholders who wish to do so to include a portion of their shares in that offering. The exact amount that can be included will depend upon the size of any ultimate offering, market conditions and a number of other variables.
In order to facilitate an offering, the Board also believes that it is necessary to modify the existing transfer restrictions that apply to the Class A common stock. Those modifications are also intended to assist the development of an orderly market following any public offering. These modifications will generally have the effect of extending the period of the transfer restrictions and will be explained in greater detail in the proxy statement that you will receive soon in connection with our April 18 annual meeting. That proxy statement will describe the charter amendment that is needed to effect these changes. Please read that proxy statement before voting on this matter.
Also, please note that securities law considerations preclude management and Board members from further discussing any public offering of our shares until a prospectus/registration statement pertaining thereto is filed with the Securities and Exchange Commission.
