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EXHIBIT 99.1
[LOGO OF U.S. TRUST COMPANY, NATIONAL ASSOCIATION]
NOTICE TO PARTICIPANTS
IN THE
FORSEON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Dear ESOP Participant:
The enclosed Proxy Statement/Prospectus has been prepared in connection
with the solicitation of proxies for a Special Meeting of Shareholders of
Forseon Corporation ("Forseon") to be held on _____________, 1999 to consider
the merger of Forseon with a subsidiary of Towne Services, Inc. in a
transaction described in the Proxy Statement/Prospectus ("Merger"). If the
Merger is completed, the shares of Forseon Corporation common stock ("Forseon
Stock") held by the trustee ("Trustee") of the Forseon Corporation Employee
Stock Ownership Plan ("ESOP") will be converted into shares of Towne Services,
Inc. common stock based upon a conversion ratio described in the Proxy
Statement/Prospectus. The ESOP Committee has appointed U.S. Trust Company,
National Association ("U.S. Trust") to act as special investment manager of the
ESOP with respect to this transaction.
As a Plan Participant in the ESOP, you have been provided with a voting
instruction card so that you may provide voting instructions to the Trustee
with respect to shares allocated to your account. Only the Trustee can vote the
shares of Forseon Stock held by the ESOP. However, under the terms of the Plan,
you are entitled to instruct the Trustee how to vote shares allocated to your
account, based on the number of shares in your Plan account at __________, 1999.
VOTING INSTRUCTIONS
You may instruct the Trustee to vote for or against the Merger or to
abstain from voting on the Merger. If you instruct the Trustee how to vote, you
will be acting as a "named fiduciary" under the terms of the ESOP and the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")(1), with
respect to the voting of your shares. The Trustee will be required to follow
your instructions unless U.S. Trust advises the Trustee that to do so would be
contrary to the provisions of the ESOP or ERISA. Unallocated shares, if any,
held by the ESOP and allocated shares with respect to which timely instructions
are not received (including shares for which a voting instruction card is
returned without any boxes being checked) will be voted by the Trustee with
respect to the Merger as directed by U.S. Trust, in its independent discretion.
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(1) ERISA is the Federal law that governs the operation of employee benefit
plans, such as the ESOP.
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You should note that the voting procedures for ESOP participants differ
from those for other shareholders. You must follow the procedures described in
this letter, and those noted in the Proxy Statement/Prospectus as specifically
applicable to ESOP participants. In addition, if you own Forseon Stock directly
as a shareholder, you will receive more than one set of proxy materials. To
ensure that all of your shares (held in the ESOP and owned by you directly) are
voted, you should complete, sign and return both the proxy card and voting
instruction card in their respective envelopes.
THE MERGER TRANSACTION
The proposed Merger is described in the Proxy Statement/Prospectus. You
should read that document carefully before completing the voting instruction
card. In particular, you should note the portions of the Proxy
Statement/Prospectus that discuss the following issues: (1) following the
Merger, the ESOP will hold only shares of Towne Services, Inc., (2) there are
no immediate plans to terminate the ESOP, and (3) participants in the ESOP both
before and after the Merger will be entitled to receive distributions from the
ESOP only upon termination of employment, death or disability (see
"___________"). In addition, 10% of the shares of Towne Services, Inc. to be
received in the Merger will be placed in an escrow as security for payment in
the event of certain liabilities (see "___________").
VOTING DEADLINE
Because of the time required to tabulate voting instructions from
participants before the Special Meeting of Shareholders, U.S. Trust, as
supervisor of the pass-through voting procedure, must establish a cut-off date
for receiving your instruction cards. The cut-off date is 5:00 P.M. PACIFIC
TIME ON ________, 1999, [MUST BE 2 DAYS PRIOR TO MEETING]. U.S. Trust cannot
ensure that instruction cards received after the cut-off date will be
tabulated. Therefore, it is important that you act promptly and return your
instruction card to U.S. TRUST BEFORE 5:00 P.M. PACIFIC TIME ON _______, 1999,
in the envelope provided for your convenience. If your voting instructions are
not timely received, the Trustee will vote your shares in the discretion of
U.S. Trust.
CONFIDENTIALITY
YOUR VOTE IS STRICTLY CONFIDENTIAL. Under no circumstances (except in
the unlikely event of a court order) will U.S. Trust, or any of its agents,
disclose to Forseon, Towne Services, or any other party how or if you voted.
You should feel free to vote in the manner you think is best.
QUESTIONS
If you have any questions regarding the information provided to you, you
may contact U.S. Trust at (800) 535-3093, its toll-free number, between 8:30
a.m. and 4:00 p.m., Pacific Time, Monday through Friday. However, U.S. Trust
cannot recommend whether you should vote in favor of or against the Merger.
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Your ability to instruct the Trustee on how to vote your ESOP shares is an
important part of your rights as an ESOP participant. Please consider the
enclosed material carefully and then furnish your voting instructions promptly.
Please note that these materials supersede any oral or written information that
you may have received earlier regarding the Merger.
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
Special Investment Manager
____________, 1999
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[X] Please mark your choice like this and sign and date below.
FOR YOUR INFORMATION, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" ITEM 1
1. MERGER OF FORSEON CORPORATION AND A SUBSIDIARY OF TOWNE SERVICES,
INC., as described in the Proxy Statement/Prospectus enclosed with this
instruction card
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN (Abstained shares shall not be voted by Trustee either FOR or
AGAINST the proposal)
As a Participant in the ESOP, I hereby acknowledge receipt of proxy
solicitation materials of Forseon Corporation relating to its Special Meeting
of Shareholders to be held on ____________, 1999, and I hereby irrevocably
instruct the Trustee to vote my allocated shares as I have indicated above. If
I sign, date and return this card but do not specifically instruct the Trustee
how to vote, the Trustee will vote may allocated shares with respect to the
Merger described in the proxy materials as directed by U.S. Trust Company,
National Association, as special investment manager, in its independent
discretion.
______________________________ _________________
SIGNATURE DATE
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THE FORSEON CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTIONS TO TRUSTEE
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF FORSEON CORPORATION --
_____________, 1999
The undersigned Participant in the Forseon Corporation Employee
Stock Ownership Plan (the "ESOP") hereby instructs the trustee under the ESOP
("Trustee") to vote his/her allocated shares of common stock of Forseon
Corporation in accordance with the instructions on the reverse side of this
form, and to represent the undersigned at the Special Meeting of Shareholders
of the Corporation to be held at _____ a.m. Pacific Time on __________, 1999,
at __________________________, and at any adjournments or postponements thereof.
THIS CARD MUST BE PROPERLY COMPLETED, SIGNED, DATED AND
RECEIVED BY U.S. TRUST COMPANY, NATIONAL ASSOCIATION ("U.S. TRUST") BY
5:00 P.M. PACIFIC TIME ON ____________, 1999. IF YOUR VOTING INSTRUCTIONS
ARE NOT TIMELY RECEIVED, THE TRUSTEE WILL VOTE YOUR SHARES WITH RESPECT
TO THE MERGER AS DIRECTED BY U.S. TRUST IN ITS INDEPENDENT JUDGMENT. IF
THIS CARD IS RECEIVED AFTER 5:00 P.M. PACIFIC TIME ON ____________, 1999,
THE TRUSTEE CANNOT ENSURE THAT YOUR VOTING INSTRUCTIONS WILL BE FOLLOWED.
YOUR VOTING INSTRUCTIONS TO THE TRUSTEE ARE CONFIDENTIAL AS EXPLAINED IN
THE ACCOMPANYING NOTICE TO ESOP PARTICIPANTS. YOUR ALLOCATED SHARES:
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