<PAGE>
Exhibit 99.1
Memorandum
TO: All Employees DATE: December 12, 2000
FROM: Stanton Anderson and Paul Leach, as
Members of the Special Committee of
the Board of Directors
As you are aware, we have been appointed as a Special Committee of the
Board of Directors to evaluate a proposal received from an investor group led by
BLUM Capital Partners, L.P. and to consider other proposals or alternatives for
the Company. We have met with our financial and legal advisors to discuss the
Blum group proposal and to receive preliminary views on valuation of the
Company.
As a result of these meetings, we have informed the Blum group that,
subject to certain preconditions, we are prepared to have our representatives
meet with their representatives to discuss their proposal in more detail. This
should not be considered as the Special Committee being satisfied with the price
or other terms of the current Blum group proposal. We have also directed Morgan
Stanley, our financial advisors, to begin exploring other alternatives for the
Company, including contacting third parties who may have an interest in a
possible transaction with the Company.
We want to again emphasize that the Special Committee is not committed
or predisposed to any particular course of action and has not determined whether
the Company should engage in any transaction at this time.
