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[Drew Letterhead]
May 31, 2000
To Our Stockholders:
As of May 30, 2000, 1,123,727 Shares of the Company's Common Stock have
been tendered pursuant to the Company's Offer to Purchase, dated May 1, 2000. In
order to accommodate all stockholders who have tendered Shares, the Company has
decided to increase the number of Shares of Common Stock the Company is seeking
to purchase from 500,000 Shares to up to 1,300,000 Shares, at the same purchase
price of $8.00 per Share. In order to effectuate the increase in the number of
Shares to be purchased, the Company is required to extend the Expiration Date of
the offer to 5:00 p.m., Eastern Standard Time, June 13, 2000.
Any stockholder whose Shares are properly tendered directly to
ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, and
purchased pursuant to the offer, will receive the net purchase price in cash,
without interest, and will not incur the usual transaction costs associated with
open market sales. If more than 1,300,000 Shares (or such greater number of
Shares as the Company elects to purchase) are tendered, the Shares will be
purchased on a pro rata basis from each stockholder who properly tendered their
Shares, except that all Shares validly tendered by any stockholder who owns an
aggregate of less than 100 Shares, and tenders all such Shares, will be
purchased in their entirety prior to proration.
The terms and conditions of the offer are explained in detail in the
Offer to Purchase and the related Letter of Transmittal, which were previously
sent to you. Please read these materials carefully before making any decision
with respect to the offer.
The Board of Directors believes that its purchase of shares at this
time is consistent with the Company's long-term corporate goal of seeking to
increase stockholder value. However, neither the Company nor the Board of
Directors of the Company makes any recommendation to stockholders as to whether
to tender or refrain from tendering their Shares. Each stockholder must make the
decision whether to tender such stockholder's Shares and, if so, how many Shares
to tender. The Company has been advised that none of its directors or executive
officers intend to tender Shares pursuant to the offer.
IF YOU HAVE ANY QUESTIONS REGARDING THE OFFER, OR IF YOU NEED
ADDITIONAL COPIES OF THE DOCUMENTS TO TENDER YOUR SHARES, OR NEED ASSISTANCE IN
TENDERING YOUR SHARES, PLEASE CONTACT CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
THE INFORMATION AGENT FOR THE OFFER, TOLL FREE AT (800) 550-8475.
Very Truly Yours,
Leigh J. Abrams
President and Chief Executive Officer
Enclosures:
