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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 Our Clients:
Enclosed for your consideration is an Offer to Purchase dated February 16,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by Yorkmont One, Inc., a Georgia corporation
("Purchaser") and a wholly owned indirect subsidiary of Compass Group PLC, a
public limited company incorporated under the laws of England and Wales
("Parent"), 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 a price of $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 Offer. Also enclosed is the Letter to
Shareholders of the Company from the Chairman of the Board and Chief Executive
Officer of the Company accompanied by the Company's Solicitation/Recommendation
Statement on Schedule 14D-9.
WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF THE SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $40.00 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all outstanding Shares.
3. 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 (as defined below) and the consummation by the Company of
the transactions contemplated thereby. The Company's Board determined that
the Offer and the
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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.
4. 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, 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, 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, as set forth in
the Merger Agreement and described in the Offer to Purchase.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, MARCH 30, 2001 (THE "EXPIRATION DATE"), UNLESS THE OFFER
IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION DATE"
SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE
PURCHASER, WILL EXPIRE.
6. 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. The Offer is also subject to
the satisfaction of certain other conditions. See Section 14 of the Offer
to Purchase.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
8. Tendering shareholders whose Shares are registered in their own
names and who tender Shares directly to the Depositary will not be
obligated to pay brokerage fees or commissions to the Dealer Manager, or,
except as set forth in Instruction 6 of the Letter of Transmittal, transfer
taxes on the purchase of Shares by Purchaser pursuant to the Offer.
However, federal income tax backup withholding at a rate of 31% may be
required, unless an exemption is provided or unless the required taxpayer
identification information is provided. See Instruction 9 of the Letter of
Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the attached instruction form. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the detachable part hereof. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by SunTrust Bank (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 procedures set forth in Section 2 of the Offer to
Purchase, an Agent's Message, 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.
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The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer is being
made on behalf of the Purchaser by Credit Suisse First Boston Corporation, the
Dealer Manager for the Offer, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
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.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase dated February 16, 2001 (the "Offer to Purchase"), and the related
Letter of Transmittal relating to shares of common stock, par value $0.01 per
share (the "Shares"), of Morrison Management Specialists, Inc., a Georgia
corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
Number Of Shares to Be Tendered(1):
________ Shares
SIGN HERE
Signature(s)
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Please Type or Print Name(s)
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Please Type or Print Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.
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Dated:
- -----------------, 2001
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(1) Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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