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Dairy Mart Convenience Stores, Inc.
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(Name of Registrant as Specified In Its Charter)
Committee of Dissatisfied Dairy Mart Stockholders
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Notes:
Committee of Dissatisfied Dairy Mart Stockholders
Dear Fellow Stockholders:
I, like you, own stock of Dairy Mart Convenience Stores, Inc., and I have become
deeply concerned about my investment in the company. Dairy Mart has continued to
hemorrhage financially and recently filed bankruptcy. We have watched as our
stock plummeted while the board and management floundered. Now we are faced with
the possibility that the value of our stock will be wiped out completely in the
bankruptcy.
We have stood by too long. Frank Colaccino and I formed the Committee of
Dissatisfied Dairy Mart Stockholders because of our overwhelming dissatisfaction
with Dairy Mart's board. I have met with Greg Landry, the company's CEO, and
Kermit Birchfield, the chairman of Dairy Mart's board, to offer our assistance.
And we asked the trustee monitoring Dairy Mart's bankruptcy to allow us to form
an equity committee to represent stockholders' interests through the course of
the bankruptcy. Unfortunately, our efforts to affect positive change and obtain
effective stockholder representation have been rebuffed.
We hold the incumbent directors responsible for Dairy Mart's dismal performance
and do not believe that the board members who led your company into bankruptcy
should remain at the helm. If you aren't convinced it's time for a change,
consider the following:
. Dismal Financial Performance. Dairy Mart has not had a profitable year
since fiscal 1994 -- unless you count the paltry $25,000 the company made
in 1999. In addition, in only the first three quarters of this fiscal year,
the company had a net loss of $39.5 million. That means Dairy Mart has lost
a staggering $91.9 million since fiscal 1995! Finally, after years of
unmitigated losses, Dairy Mart missed a required $4.5 million interest
payment on September 17, culminating in the company's Chapter 11 bankruptcy
filing on September 24.
. A company in turmoil: a failed strategy. The board's "plan" to revive the
company by selling stores has failed. This lack of an effective vision
forced the board into a last ditch effort to sell the company to its former
CEO, Bob Stein. After Stein's deal fell through, even the board admitted
that it had no other buyers and no alternative plan. And although Stein did
resign, the board promoted a member of the old guard-- Greg Landry-- to the
CEO position instead of bringing in new management to reinvigorate the
company. It is also clear that this move was not motivated by fiscal
responsibility, since the board awarded Landry, who has never served as a
CEO, a lucrative contract providing for an annual salary of $450,000, an
additional bonus of $450,000 (or higher upon the occurrence of certain
events), and a $675,000 golden parachute. Landry's proposed compensation
package was even richer before we and the company's creditors objected to
it in the bankruptcy case.
(over)
. Worthless stock. Just last year, Dairy Mart's stock traded at a high of
$5.38. On October 22, 2001 the stock was delisted from the American Stock
Exchange and now trades on the pink sheets -- when it trades at all -- for
pennies. The last reported trade was 1(cent). After the board took the
company into Chapter 11, Landry stated publicly that your stock may never
have any value. Even more troubling, management opposed our efforts to
establish an equity committee in the bankruptcy to represent your
interests. Is that the board you want running what's left of your company?
Dairy Mart has not held a stockholders meeting for over a year and we are
bringing an action against the company to compel the board to schedule a legally
required meeting to elect directors. At that meeting Steve Calabrese, Frank
Colaccino, Mark Grossi, John Macso, Tom Smith, Chuck Valentine and I will run
for the board. We suspect, given the company's past performance, that the
incumbent board will attempt to use the bankruptcy court to block our efforts.
But we believe the stockholders' voice -- your voice -- must be heard and that
you deserve a choice. We will fight to give you that opportunity.
We will prepare and mail our proxy materials to all Dairy Mart stockholders once
the court sets a meeting date. The company's results speak for themselves. Dairy
Mart's management has failed to formulate and implement a business plan and
strategy to keep our company financially sound. It's time for a change.
If you have any questions, please contact our proxy solicitor, D.F. King & Co.,
Inc., at 800-207-3156. We look forward to hearing from you and working on your
behalf to protect the value of your investment in the company.
Respectfully Submitted
/s/ RICHARD M. OSBORNE
RICHARD M. OSBORNE December 21, 2001
Chairman of the Committee of
Dissatisfied Dairy Mart Stockholders
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IMPORTANT
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This letter is not a solicitation of your proxy; we intend to solicit your proxy
by delivering to you a proxy statement with accompanying blue proxy card. We
strongly encourage you to read our proxy statement, which will contain
information important to your decision. A copy of our proxy statement will be
sent directly to you and will also be available for free at the SEC's website
(www.sec.gov). In addition, our recent Schedule 13D filings are available for
free on the SEC's website; these filings contain additional information
regarding the members of the Committee, including details of their Dairy Mart
stock ownership. You may also contact our proxy solicitor, D.F. King & Co., Inc.
at 800-207-3156 to obtain free copies of any of these documents.
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