EXHIBIT a(1)(C)
SUPPLEMENTAL INFORMATION TO
OFFER TO PURCHASE
UP TO 250,000 OUTSTANDING SHARES OF COMMON
STOCK OF PROGRESSIVE ASSET MANAGEMENT, INC.
TO REPURCHASE ITS SHARES AT $0.60 NET PER SHARE IN CASH
THE OFFER WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON JANUARY 18, 2002.
THIS OFFER WILL NOT BE EXTENDED. WITHDRAWAL RIGHTS WILL BE AVAILABLE
UNTIL THE EXPIRATION DATE AND AT ANY TIME ON OR AFTER
JANUARY 18, 2002, UNLESS AND UNTIL THE SHARES ARE
ACCEPTED FOR PAYMENT.
PROGRESSIVE ASSET MANAGEMENT, INC. IS OFFERING TO REPURCHASE UP TO 250,000
OF ITS OUTSTANDING COMMON STOCK AT A PRICE OF $0.60 NET PER SHARE IN
CASH ON THE TERMS DESCRIBED IN THE OFFER TO PURCHASE AND LETTER OF
TRANSMITTAL DATED NOVEMBER 14, 2001, AND PREVIOUSLY DISTRIBUTED TO YOU.
OUR OFFER IS BEING MADE ON IDENTICAL TERMS TO EACH SHAREHOLDER OF PAM.
THIS SUPPLEMENTAL INFORMATION MUST BE READ WITH THE ORIGINAL
OFFER TO PURCHASE AND LETTER OF TRANSMITTAL.
THE DATE OF THIS SUPPLEMENTAL INFORMATION IS DECEMBER 13, 2001
INTRODUCTION
This Supplemental Information provides additional information and
clarification of the terms of the Offer to Purchase dated November 14, 2001, by
Progressive Asset Management, Inc. ("PAM"), previously distributed to you. This
Supplement is keyed to the format of the Offer to Purchase and must be read with
it.
1. GENERAL TERMS OF THE OFFER. Under the heading "General Terms of the Offer"
on page 5 of the Offer to Purchase, references are made to rules under
Regulation 14D of the Securities and Exchange Commission ("Commission"). The
references should be to Rule 13e-4 to the effect that if PAM makes a material
change in the terms of the Offer or the information concerning the Offer or
waives a material condition of the Offer, PAM will disseminate additional tender
offer materials and extend the Offer to the extent required by the rules of the
Commission.
2. NUMBER OF SHARES: PRORATION. PAM is obligated to purchase or return all
shares not purchased pursuant to the offer, to the tendering shareholders at
PAM's expense promptly, not subject to the condition "promptly as practicable,"
as stated on page 5 in the Offer to Purchase.
* * * *
6. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. PAM may delay payment for
shares tendered solely because of delays in anticipation of any regulatory
approvals. However, PAM cannot delay payment for any other reason, including to
comply with general legal compliance. Furthermore, as noted above, shares not
accepted for payment will be returned as promptly as possible. (See the first
and last paragraphs under section 6, page 8.)
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* * * *
12. CERTAIN CONDITIONS OF THE OFFER. On pages 14 and 15, of the Offer to
Purchase, are set out conditions to the completion of the purchase of shares.
However, please understand that any conditions to the offer (other than those
involving receipt of necessary governmental approvals) will be asserted,
satisfied or waived on or before the expiration date of the Offer.
* * * *
15. MISCELLANEOUS. In the last paragraph on page 15, reference is made to
Regulation 14D. The last paragraph should read in total as follows: PAM has
filed a Schedule TO with the Commission pursuant to Rule 13e-4, under the
Exchange Act, together with exhibits, furnishing certain additional information
with respect to the Offer. Furthermore, PAM has filed an amendment to Schedule
TO. The Schedule and amendment are available for inspection and copying at the
offices of the Commission in Washington, D.C., and on the Commission's website.
December, 13, 2001 PROGRESSIVE ASSET MANAGEMENT, INC.
/s/ ERIC LEENSON
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Eric Leenson, President and Chief
Executive Officer
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