SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.____)
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Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
STV GROUP, INCORPORATED
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
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[LOGO]
STV Memorandum
Date: May 1, 2001
To: All Employees
From: Dominick M. Servedio
President and Chief Executive Officer
Subject: STV Announces Going Private Transaction
This is truly a momentous day for our company.
I am very proud to announce that STV's Board of Directors has unanimously
approved a plan to take the company private. STV Group has entered into an
agreement and plan of merger with the employee stock ownership plan (ESOP) that
will make the ESOP the sole owner of the corporation. STV's press release
announcing this transaction is attached.
Through our collective effort, STV is enjoying its strongest performance in
years and has achieved crucial name recognition. Our strategic investments are
continuing to enhance our operations and the quality of the services we bring to
our customers. Yet as a public company, I believe that our stock price does not
reflect our strong performance and that we, as employees, are unable to realize
the true value of our company in our ESOP. I believe that as a private, employee
owned firm, the value of our ESOP stock will better reflect the performance of
our company.
There were certainly other options to pursue, and they were all considered. For
so many reasons, I am firmly convinced that being an employee-owned company is
best for STV's valued employees, outside shareholders, and customers. Each
employee will be able to reap the benefits of our success. We will maintain our
independence and identity. And, we can better focus on our common goals: to make
STV an even more rewarding and challenging place to work, to maintain and
attract top talent, and to improve the quality of our work and customer
satisfaction.
I believe that STV's vision for the future looks even brighter than ever.
With your vote of approval, and the approval of our outside shareholders, STV
will become a private, employee owned firm-a firm where every employee can more
directly benefit from the success of the company and has even more of an
incentive to make it better. Now, going private will enable us, as
employee-owners, to have a greater stake in our future.
[LOGO]
STV Memorandum
I understand that you may have questions about this transaction. Based upon the
attached schedule, the manager of your office will arrange for the opportunity
for you to attend an informational meeting that I will host. These meetings and
subsequent communications will help explain what going private means to you and
the company, and why I believe so strongly that this is our best option to
pursue.
Be assured that an important goal in assessing all of our options, and
particularly this going private transaction, has been to do what is best for all
employees, whose collaborative efforts have made STV such a success.
A Proxy Statement explaining in greater detail the transaction discussed in this
letter will be made available in the near future. The Company strongly advises
you to read the Proxy Statement when it is available because it contains
important information pertaining to the transaction discussed in this letter.
You can obtain a free copy of the Proxy Statement on the Commission's website
located at http:/www.sec.gov. In addition, you will receive a copy of the Proxy
Statement from the Company when available. DO NOT SUBMIT A PROXY IN CONNECTION
WITH THE TRANSACTION DISCUSSED IN THIS LETTER UNTIL YOU HAVE RECEIVED THE PROXY
STATEMENT REFERRED TO ABOVE.
Page 2
PRESS RELEASE
For more information, contact:
Debra B. Trace
Associate; Manager, Corporate Communications
610-385-8306
STV Group, Incorporated and ESOP Announce Plan To Take STV Private
Douglassville, PA, April 30, 2001 - STV Group, Incorporated (Nasdaq: STVI)
announced today that it has entered into an Agreement and Plan of Merger with
the employee stock ownership plan of STV, Inc. (ESOP) pursuant to which all
shares of STV common stock not owned by the ESOP will be exchanged for $11.25
per share in cash. The shares of STV common stock owned by the ESOP will be
retained by the ESOP. Following the merger, STV will be the surviving
corporation and the ESOP will own 100% of STV.
The action to take STV private was unanimously approved by the Board of
Directors upon the recommendation of a Special Committee composed of outside
directors. The Special Committee employed the services of the investment banking
firm of Houlihan Lokey Howard & Zukin in its deliberations.
Commenting on the merger, Dominick M. Servedio, CEO and President of STV, said
that "After careful consideration of STV's strategic alternatives and our
on-going commitment to quality service, we recognized both the value and the
potential of STV as a private company, and concluded that the proposed
transaction was in the best interest of the Company's customers, public
shareholders and employees. We are particularly pleased that the potential
transaction will keep control of the Company with our employees and allow them
to directly benefit from their efforts."
Completion of the merger is subject to the approval of STV's non-ESOP
stockholders and ESOP participants and to other conditions contained in the
merger agreement. STV has received a financing commitment for the transaction
from Fleet National Bank, subject to customary conditions. The Company will
schedule a special meeting of Shareholders to consider the merger after it has
filed its proxy materials with the Securities and Exchange Commission. If
approved at that meeting, the transaction is expected to close in the Company's
fourth quarter. STV's Board of Directors has recommended that shareholders
approve the merger transaction.
STV Group, Inc. provides engineering, architectural, planning, environmental and
construction management services for federal, local, state and foreign
governments and for private industry. The company is also pursuing and
performing select design-build projects. STV Group consists of several wholly
owned subsidiaries: STV Incorporated, STV Architects, Inc., STV Environmental,
Inc., STV International, Inc., STV Surveying, Inc. and STV Construction
Services.
Statements in this release which discuss any aspect of a potential merger
transaction involving STV and its ESOP are forward looking statements. These
forward looking statements are subject to a variety of risks and uncertainties
including but not limited to the ability of STV to secure the necessary
financing to complete such a transaction; satisfaction of various closing
conditions in the definitive agreement; and the outcome of the STV shareholder
and ESOP participant vote on such a transaction. STV expresses no opinion on the
likelihood that such a transaction will occur. Other risks and uncertainties
concerning STV's performance are discussed under the heading "Cautionary
Statement Regarding Forward Looking Statements" in STV's Form 10-Q for the
quarter ended December 31, 2001 and in STV's previous SEC filings. STV disclaims
any intent or obligation to update forward looking statements.