Preserver Group Acquires 81% of Shares as Tender Offer Expires

March 1, 2002

The New Jersey-based Preserver Group announced that its offer to purchase the outstanding shares of the company expired at 5:00 p.m. New York time yesterday, and that 700,200 shares had been tendered.

This amount together with the 1,022,870 shares held by the members of the Executive Committee of the Company’s Board of Directors and their affiliates, which shares were not tendered in the offer, represent approximately 81% of the Company’s outstanding shares.

The company confirmed that the remaining shares of the common stock of the Company held by the public will be acquired through a merger between the Company and an affiliate of the Executive Committee in which each such share of the Company’s common stock will be converted into the right to receive $7.75 in cash, the same consideration paid for shares in the tender offer.

Shareholder approval will be needed to do this, the company stated, as less than 90 percent or more of the outstanding shares of the Company were tendered, but the Executive Committee and its affiliates have sufficient votes, and will be able to approve the merger without the affirmative vote or consent of any other shareholder.

“As previously reported, as a result of the transaction, the Company will delist itself off the NASDAQ National Market and become a private company owned by the members of the Executive Committee and their affiliates,” the announcement concluded.

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