To: SwampDogg who wrote (103 ) 10/14/1999 10:07:00 PM From: David Carlson Read Replies (1) | Respond to of 652
TORONTO, Oct. 14 /CNW/ - Lawrence Tapp, Chairman of the Board of Directors of Call-Net Enterprises Inc., and Eric Rosenfeld, an officer and director of Crescendo Partners L.P., announced today that an agreement in principle has been reached with respect to the composition of the Board of Directors of Call-Net and certain other matters. The Board of Directors will ultimately consist of three nominees of Crescendo, namely Eric Rosenfeld, Colin D. Watson and Robert Poile; two of the current independent directors, namely Lawrence Tapp, who will remain as Chairman of the Board, and Peter Tanaka; two new independent directors who will be selected by a nominating committee of the new Board by the beginning of November; and the current three representatives of Sprint Corporation, namely Art Krause, Patrick Smith and John Berndt. These changes are to be formally approved at a meeting of the Board scheduled to be held on Monday, October 18, 1999. Also at the meeting, the Board will be asked to formally approve the formation of a committee of the Board consisting of all of the directors other than the Sprint representatives and to be chaired by Lawrence Tapp. The committee's mandate will be to actively pursue the sale of the Company, in whole or in part, and other strategic alternatives to maximize shareholder value. The Board will also immediately commence the process of selecting a new chief financial officer to be nominated by Crescendo, subject to the approval of the Board and Call-Net's new President and Chief Executive Officer, Kevin Bennis. If all of the foregoing matters are approved at Call-Net's Board meeting, Crescendo will withdraw its motion to replace the Board of Call-Net at the adjourned meeting scheduled to be held on October 19, 1999 or, if necessary, to give effect to the above matters, amend the said motion. In addition, upon implementation of the foregoing matters, Crescendo will terminate its previously announced consent solicitation with respect to certain outstanding Call-Net notes.