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CREDIT SUISSE FIRST BOSTON LETTERHEAD
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES A
JUNIOR PARTICIPATING PREFERRED STOCK)
OF
MORRISON MANAGEMENT SPECIALISTS, INC.
AT
$40.00 NET PER SHARE
BY
YORKMONT ONE, INC.,
A WHOLLY OWNED INDIRECT SUBSIDIARY OF
COMPASS GROUP PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, MARCH 30, 2001, UNLESS THE OFFER IS EXTENDED.
February 16, 2001
To Brokers, Dealers, Banks,
Trust Companies and other Nominees
We have been engaged by Yorkmont One, Inc., a Georgia corporation (the
"Purchaser") and a wholly owned indirect subsidiary of Compass Group PLC, a
public limited company incorporated under the laws of England and Wales
("Parent"), and Parent to act as Dealer Manager in connection with the
Purchaser's offer to purchase all outstanding shares of common stock, par value
$0.01 per share, of Morrison Management Specialists, Inc., a Georgia corporation
(the "Company") (including the associated rights to purchase Series A Junior
Participating Preferred Stock) (the "Shares"), at $40.00 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated February 16,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Please furnish copies of the enclosed materials to those of your
clients for whom you hold Shares registered in your name or in the name of your
nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated February 16, 2001;
2. Letter of Transmittal to be used by shareholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal may be
used to tender the Shares);
3. The Letter to Shareholders of the Company from the Chief Executive
Officer and Chairman of the Board of the Company accompanied by the
Company's Solicitation/Recommendation Statement on Schedule 14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to SunTrust Bank, as Depositary.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF
SHARES THAT WOULD REPRESENT AT LEAST A MAJORITY OF THE FULLY DILUTED SHARES (AS
DEFINED IN SECTION 14 OF THE OFFER TO PURCHASE) ON THE DATE OF PURCHASE, AND
(II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, BEFORE THE
EXPIRATION DATE OF THE OFFER. THE OFFER IS ALSO SUBJECT TO THE SATISFACTION OF
CERTAIN OTHER CONDITIONS. SEE SECTION 14 OF THE OFFER TO PURCHASE.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY,
MARCH 30, 2001, UNLESS EXTENDED.
The Board of Directors of the Company has unanimously approved and adopted
the Merger Agreement, approved the entry by the Company into the Merger
Agreement and the consummation by the Company of the transactions contemplated
thereby. The Company's Board determined that the Offer and the Merger,
considered as a whole, are fair to and in the best interests of the Company and
the shareholders of the Company, and recommends that shareholders of the Company
accept the Offer and tender their Shares.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of February 6, 2001, as amended (the "Merger Agreement"), among Parent, the
Purchaser and the Company pursuant to which, as soon as practicable following
the consummation of the Offer and the satisfaction or waiver of certain
conditions, the Purchaser will be merged with and into the Company, with the
Company surviving the Merger as a wholly owned indirect subsidiary of Parent
(the "Merger"). At the effective time of the Merger, each outstanding Share
(other than Shares owned by Parent, the Purchaser or the Company or any
subsidiary of Parent or the Company or by shareholders, if any, who are entitled
to and properly exercise dissenters' rights under Georgia law) will be converted
into the right to receive the price per Share paid pursuant to the Offer in
cash, without interest thereon, as set forth in the Merger Agreement and
described in the Offer to Purchase.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to such Shares, (b) a Letter of Transmittal (or a manually signed
facsimile thereof), properly completed, and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in Section 2 of the Offer to Purchase, an Agent's
Message (as defined in the Offer to Purchase), and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering shareholders may
be paid at different times depending upon when certificates for Shares or
Book-Entry Confirmations with respect to Shares are actually received by the
Depositary. Under no circumstances will interest be paid on the purchase price
of the Shares to be paid by the Purchaser, regardless of any extension of the
Offer or any delay in making such payment.
None of the Purchaser or Parent will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager, as described in
the Offer to Purchase) in connection with the solicitation of tenders of Shares
pursuant to the Offer. You will be reimbursed by the Purchaser upon request for
customary mailing and handling expenses incurred by you in forwarding the
enclosed Offering materials to your customers.
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the enclosed
Offer to Purchase.
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
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