This is part of a 13D filing made today by AVL. Maybe this news will put some life back in this stock!!!
ITEM 4. PURPOSE OF TRANSACTION.
On September 20, 1999, representatives of the Reporting Persons
met with a director of the Company. Such representatives indicated that they
would support an all-cash sale of the Company at the present time at a price of
not less than $13 per Share, but would adamantly oppose a sale at any lesser
price. Such representatives also discussed the Reporting Persons' view that, if
an all-cash transaction at such price was not available, the Company should
change its strategic direction by, among other things, developing and
implementing a program to enhance the Company's ILS business and expand its
distribution business. Such representatives indicated that the Reporting Persons
would be prepared to participate in an investment, in a form to be agreed upon,
of $25 to $35 million to fund the enhancement of the ILS business and expansion
of the distribution business. They further indicated that, in connection with
such strategic change and investment, they would seek a restructuring of
composition of the Company's Board of Directors and management pursuant to which
representatives of the Reporting Persons would constitute a majority of the
Board.
By letter dated September 24, 1999 addressed to each of the
Company's directors, a representative of the Reporting Persons reiterated their
opposition to any sale of the Company which does not offer to shareholders cash
consideration of at least $13 per Share and, if such a transaction is not
available, their willingness to present a plan that would refocus the direction
of the Company and provide new equity to the Company to expand its business.
Such letter also sets forth the Reporting Persons' view that the Company should
schedule its annual meeting of stockholders to allow stockholders to express
their views on the future course of the Company, including voting on a slate of
directors nominated by the Reporting Persons. The letter further stated that the
Reporting Persons intend to take all
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appropriate steps to prevent a sale of the Company at a price below $13 per
share and intend to hold the directors accountable if the Company enters into
any agreement that commits the Company to such a transaction and/or provides the
payment of break-up or topping fees in connection with any such transaction. A
copy of such letter is filed as an Exhibit hereto and is incorporated herein by
reference.
On September 24, 1999, the Reporting Persons instituted a
proceeding in the Delaware Court of Chancery to compel the Company to hold an
annual meeting of stockholders as promptly as possible.
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