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EXHIBIT 99A
NOTICE OF SPECIAL DIVIDEND
OCTOBER 25, 2000
To the Shareholders of JWGenesis Financial Corp.:
We have determined to pay and distribute as a special, non-cash dividend to
our shareholders approximately 75% of our interest in the stock of
MVP.com, Inc. Because we are restricted from distributing the MVP.com stock
directly, we have formed a special purpose limited liability company, JWG
Liquidating Company LLC, to which we have transferred all of our MVP.com stock
in exchange for all of its units of membership interest. We will distribute
approximately 75% of those units as the special dividend, and we will retain the
remaining units for possible issuance to holders of our options, warrants, and
other derivative securities.
The special dividend is set to be paid to each of our shareholders of record
as of the close of business on November 10, 2000. If a change in the record date
were to be required--which we do not expect--we would provide notice of the new
record date through a press release prior to November 10, 2000.
The special dividend will be in the form of one unit of JWG Liquidating
Company for each share of our common stock held. We currently expect the
dividend to result in taxable income to JWGenesis shareholders of $0.30 per
share. The units will not be listed for trading on any exchange or Nasdaq, and
their transfer will be subject to substantial restrictions. In addition, JWG
Liquidating Company's governing documents place substantial restrictions on its
ability to dispose of (or otherwise realize value from) the MVP.com stock it
holds. As a result of these restrictions, a recipient of units will not be able
to realize any cash or other value from the units, if any, for an extended
period of time.
We have prepared the enclosed Information Statement to provide you with
information about the units and JWG Liquidating Company. By providing it in
advance of the record date for the dividend, you may be better able to assess
whether you want to remain as a shareholder on the record date in order to
receive the dividend, or whether you prefer to sell your shares prior to the
record date in order to realize in cash whatever value may be attributed by a
purchaser of your shares to our ownership of MVP.com stock. You should note,
however, that we have signed an agreement to merge with First Union Corporation.
If that agreement is ultimately approved by our shareholders, and other
conditions are satisfied or waived, our shareholders as of the time the merger
is completed would receive between $10 and $12 per share in cash from First
Union. We expect the merger to be completed in January 2001, but we can provide
no assurance that it will be completed. If you are not a shareholder as of the
time of the merger, you will not receive any cash payment from First Union.
We are not making any recommendation regarding holding, selling, or
purchasing our shares. You must decide for yourself. We do not know what amount
of value, if any, purchasers of our shares attribute to our MVP.com stock, and
we do not provide any assurance as to what the value of that stock is now or
might be in the future. PLEASE READ CAREFULLY THE ENTIRE INFORMATION STATEMENT.
This notice is being mailed directly to our shareholders of record as of
October 19, 2000. We have also made arrangements to facilitate the delivery of
additional copies to the beneficial owners of our stock as of that date. We will
also furnish a copy of this Information Statement directly to any shareholder
who requests one. Requests may be made directly to us or to our Information
Agent at the addresses or telephone numbers on the back page of the Information
Statement.
Sincerely yours,
/s/ Joel E. Marks
Joel E. Marks
SECRETARY
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