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March 30, 2000
Dear Fellow Shareholder:
In light of the most recent letter sent to shareholders by Mr. Chopra
on behalf of himself and the other Dissidents, management believes you should be
aware of the following facts:
o All of the shareholders who are listed in Mr. Chopra's letter as
supporting the Dissidents are former employees of Vestcom (except for
two individuals who currently work part time for the Company). These
people were dismissed from the Company for various reasons. As former
employees, they may harbor resentments against management that could
taint their judgment of who to support in this situation. In addition,
as former employees, they have no knowledge of Vestcom's current
operations or strategies.
o The Dissidents claim there is strong support for their plans to
maximize shareholder value. However, they still have not provided you
with any specific plans. Significantly, Institutional Shareholder
Services ("ISS"), an independent shareholder advisory organization, has
stated in its report that "the Dissidents have not presented any
incisive plans of their own for enhancing shareholder value other
than...pointing to spotty areas in need of improvement...." The ISS
report recommends supporting management and voting "Revoke Consent".
The Dissidents still have not provided any specific plans on how they
propose to enhance shareholder value. This can only be because they have no
specific plans to disclose. On the other hand, your current management and Board
of Directors has implemented a specific strategic plan that began to show strong
positive results in the fourth quarter of 1999 and has put your Company on the
right track.
We urge you not to disrupt the progress the Company is making. You can
reject the Dissidents' proposals, by signing, dating and returning today the
BLUE CONSENT REVOCATION CARD. Thank you for your continued support.
Sincerely,
/s/ Joel Cartun
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Joel Cartun
Chairman of the Board
If you have any questions or need assistance in voting, please contact
Georgeson at (800) 223-2064.
