EXHIBIT (a)(1)(I)
AMN Equity Exchange
IMPORTANT INFORMATION
This presentation does not constitute an offer to exchange, or a
solicitation of an offer to exchange, eligible awards nor is it a
substitute for the Tender Offer Statement on Schedule TO or the
Offer to Exchange included therein (including the Election Form and
related documents) (collectively, as amended from time to time, the
"Offering Materials”) filed by the Company with the SEC. The Equity
Exchange is made only through the Offering Materials. Persons who
may be eligible to participate in the Equity Exchange should read
the Offering Materials carefully because they contain important
information about the Equity Exchange, including the various terms
and conditions of the Equity Exchange. The Company’s
stockholders and equity award holders may obtain the written
materials described above and other documents filed by the
Company with the SEC free of charge from the SEC’s website at
www.sec.gov .
AMN Equity Exchange
Last week, AMN notified stockholders of a special
meeting on December 9, 2009. Stockholders are
being asked to approve:
An equity exchange program for eligible employees
Pending stockholder approval, those eligible employees
will have the option to:
Exchange certain options and stock appreciation rights
for replacement stock units
Key Elements of the Proposal
Certain stock options and stock appreciation rights
granted with exercise prices greater than or equal to
$14.50/share
These options and appreciation rights could be exchanged
for restricted stock units
Reasons for the Equity Exchange
Equity awards have historically been granted as
incentive to attract and retain highly qualified
management
Like most firms, AMN stock price has decreased
significantly due to global economic factors
To enhance long-term stockholder value, the company
must maintain competitive compensation and incentive
programs
Reasons for the Equity Exchange
Equity exchange will provide opportunity to restore
ability to participate economically in company’s future
growth
Under the equity exchange, eligible employees will be
given the opportunity to exchange eligible options and
stock appreciation rights with prices greater than or
equal to $14.50/share for restricted stock units
Timeline
If approved by stockholders, the date of grant
replacement restricted stock units is expected to occur
on December 10, 2009
Participation in the exchange will be voluntary
The eligible awards consist of eligible options and stock
appreciation rights, as noted
The replacement restricted stock units are based on the
fair market value of the cancelled eligible awards they
replace
Exchange Ratios
Grant Exercise Price Exchange Ratio
(Eligible Awards to Replacement RSUs)
$14.50 - $18 ............................................................6 to 1
$18.01 - $22.97 .......................................................7 to 1
$22.98 ...................................................................16 to 1
Greater than or equal to $22.99 .............................7 to 1