NEWCOURT LANDFILL REMODELING GROUP
MAY 2, 1997
AN IMPORTANT MESSAGE TO THE SHAREHOLDERS
OF
BIOSAFE INTERNATIONAL, INC.
Dear Fellow Shareholder:
The BioSafe Special Meeting of Shareholders, originally scheduled for February
14th, was adjourned to February 28th because management's reincorporation
proposal didn't get the support it needed to be enacted. Then it was
adjourned AGAIN, to March 21st, for the same reason. And AGAIN, to April
18th. And NOW AGAIN to May 30th. You would think that BioSafe management
would get the message:
The shareholders of BioSafe International do not want the reincorporation
proposal -- with its hidden anti-takeover provisions - passed.
The shareholders of BioSafe International believe that the Board of Directors
should be held directly accountable for the results it produces, and that it
should be made to stand for election annually, not over the three-year span
called for in the reincorporation proposal.
The Shareholders of BioSafe do not want to give current management, with its
dismal performance record, the many other entrenchment protections buried in
the reincorporation proposal.
After four adjournments, you would think the shareholders' intent would be
crystal clear. But management persists, apparently hoping that the lack of
support so convincingly demonstrated so far is a fluke, a missed communication
somewhere along the line. We believe they need to be convinced, need to be
shown once and for all what BioSafe's shareholders think of a management which
has presided over a 93% plunge in the market value of the Company; of the
professional leadership and business acumen that had the price of your shares
plummet from $4 a year ago to under $.29 today. YOU CAN SEND THEM A CLEAR
MESSAGE BY VOTING AGAINST THE REINCORPORATION PROPOSAL TODAY. Please sign,
date and return the enclosed green proxy in the postage-paid envelope at your
earliest convenience.
If you have any questions on any aspect of this matter, please feel free to
contact either Dr. Rosen or Doug Cohen at 617/497-1200.
Thank you for your support.
Cordially yours,
Newcourt Landfill Remodeling Group
By: /s/ Dr. Richard II. Rosen
Additional Disclosure:
- ----------------------
Dr. Rosen has in the past considered and continues to consider various courses
of action with respect to his investment. Such actions might include, but not
be limited to any or all of the following: selling all or a portion of his
position in the company's common stock, accumulating a larger position; making
an offer to purchase additional shares of the company's common stock; seeking
representation on and/or control of the company's Board of Directors by
proposing nominees for election to the Board at the company's Annual Meeting
or otherwise, and seeking to replace current management either through
negotiation or otherwise.
D.F. King & Co. has been retained to assist in the solicitation of proxies for
a fee of $15,000 and reimbursement of out-of-pocket expenses not expected to
exceed $5,000.
<Letterhead of Newcourt Landfill Remodeling Group appears here, 55 Cambridge
Street, Burlington, MA 01803, tel.: 617/497-1200, fax.: 617/497-0702
