-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVuf2k8eVFtbpUb1pB2viueBDx9mWzh/qsBtnqTQ/d4KM34xOeGRs9Yr8r7ljtbC 5+S/Eoxfpm1DVqcVR/RPaQ== 0000062039-99-000071.txt : 19991222 0000062039-99-000071.hdr.sgml : 19991222 ACCESSION NUMBER: 0000062039-99-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-13733 FILM NUMBER: 99778436 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANNING & NAPIER ADVISORS INC CENTRAL INDEX KEY: 0000062039 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 160995736 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1100 CHASE SQUARE CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7163256880 MAIL ADDRESS: STREET 1: 1100 CHASE SQUARE CITY: ROCHESTER STATE: NY ZIP: 14604 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* National Data Corporation (Name of Issuer) Common Stock, Par Value $0.125 (Title of Class of Securities) 635621105 (CUSIP Number) Stephen J. Carl, Esq. 1100 Chase Square Rochester, New York 14604 (716) 325-6880 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 1999 (Date of Event which Requires Filling of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [x]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 635621105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Manning & Napier Advisors, Inc. IRS #16-0995736 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
Number of Shares Beneficially Owned By each Reporting Person with: . . . 7 SOLE VOTING POWER 3,444,675 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 3,790,800 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,790,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 635621105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William Manning SS ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF, 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
Number of Shares Beneficially Owned By each Reporting Person with: . . . 7 SOLE VOTING POWER 3,644,675 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 3,990,800 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,990,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% 14 TYPE OF REPORTING PERSON* IN, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 635621105 Item 1. Security and Issuer The securities to which this statement relates are the shares of common stock, $0.125 per share par value (the "Shares"), of National Data Corporation, a Georgia corporation (the "Company"). The principal executive offices of the Company are located at National Data Plaza, Atlanta, Georgia 30329-2010 Item 2. Identity and Background (a), (b) and (c) This statement is being filed by the following persons: Manning & Napier Advisors, Inc. ("MNA"), a New York Corporation, and William Manning. MNA and Mr. Manning are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons". MNA is a registered investment adviser and is principally engaged in the business of providing investment management services to various clients (the "Clients") who consist of pension funds, corporations, individuals, and other private investment accounts. MNA also provides investment management services to Clients of Exeter Trust Company, a New Hampshire chartered trust company ("Exeter Trust"), to the Exeter Fund, Inc., a mutual fund company ("Exeter Fund"), and Clients of Manning & Napier Advisory Advantage Corporation, a registered investment adviser ("AAC"). The business address and principal executive offices of MNA are 1100 Chase Square, Rochester, New York 14604. Mr. Manning is the President of MNA and his business address is 1100 Chase Square, Rochester, New York 14604. Mr. Manning also is the majority shareholder of MNA. In addition, Mr. Manning is President of Exeter Fund, a Managing Member of Manning & Napier Capital, LLC, which is the majority shareholder of Exeter Trust, and the majority shareholder of AAC. Fonda L. Herrick is the Corporate Secretary of MNA and her business address is 1100 Clinton Square, Rochester, New York 14604. B. Reuben Auspitz is the Executive Vice President/Director of MNA and business address is 1100 Chase Square, Rochester, New York 14604. Jeffrey A. Herrmann is the Director of MNA and his business address is 1100 Chase Square, Rochester, New York 14604. Beth Ann H. Galusha is the Chief Financial Officer of MNA and her business address is 1100 Chase Square, Rochester, New York 14604. Francis J. Ward is the Sr. Vice President of MNA and his business address is 1100 Chase Square, Rochester, New York 14604. The shares to which this Schedule 13D relates are owned directly by the Clients of MNA, Clients of AAC, Clients of Exeter Trust, one or more Series of the Exeter Fund and/or by Mr. Manning, individually. (d) and (e) During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Each natural person identified in this Item 2 is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the _3,338,008___ Shares owned beneficially by Clients of MNA was $_116,862,195.43_ inclusive of brokerage commissions. The aggregate purchase price of the _ 205,050____ Shares owned beneficially by Clients of Exeter Trust was $_7,067,541.52 ______ inclusive of brokerage commissions. The aggregate purchase price of the _84,975 _____ Shares owned beneficially by Exeter Fund was $ 3,033,434.69______ inclusive of brokerage commissions. The aggregate purchase price of the _162,767_____ Shares owned beneficially by the Clients of AAC was $_5,617,389.01___ inclusive of brokerage commissions. The aggregate purchase price of the _200,000_____ Shares owned directly by Mr. Manning, individually, was $_6,761,375______ inclusive of brokerage commissions. The Reporting Persons have acquired shares of Common Stock from time to time in open market transactions. In all cases, the Common stock was purchased with funds obtained from the Clients of MNA, funds obtained from the Clients of AAC, Clients of Exeter Trust funds from one or more Series of Exeter Fund and/or Mr. Manning. Item 4. Purpose of Transaction. From time to time, MNA has acquired Shares in the ordinary course of business for investment purposes and has held Shares in such capacity. On October 6, 1999, representatives of MNA met with management of the Company to discuss the Company's performance since the inception of MNA's investment in late 1997. In particular, MNA expressed its views concerning potential alternatives that it believed management should consider to maximize value for all shareholders of the Company. Following this meeting by a letter dated December 15, 1999 (a copy of which is attached as an exhibit to this Schedule 13D), MNA requested that the Company explore strategic alternatives for maximizing shareholder value, including a sale, spin-off, or split-off of some or all of the Company's business units. In addition to the foregoing, MNA may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Company, and MNA reserves the right, subject to applicable law, (i) to hold its Shares as a passive investor or as an active investor (whether or not as a member of a "group" with other beneficial owners of Shares or otherwise), (ii) to acquire beneficial ownership of additional Shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of its holdings of Shares, (iv) to take other actions which could involve one or more of the types of transactions or have on or more of the results described in Item 4 of this Schedule 13D, or (v) to change its intention with respect to any or all of the matters referred to in this Item 4. MNA's decisions and actions with respect to such possibilities will depend upon a number of factors, including, but not limited to, the actions of the Company, market activity in the Shares, an evaluation of the Company and its prospects, general market and economic conditions, conditions specifically affecting MNA and other factors which MNA may deem relevant to its investment decisions. Except as set forth herein, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares. Except as set forth herein, no Reporting Person has any present plan or proposal that would result in or relate to any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest In Securities of Issuer. (a) and (b) As of December 15, 1999, the Clients of MNA, the series of the Exeter Fund, the Clients of Exeter Trust and the Clients of AAC, owned beneficially 3,338,008, 84,975, 205,050, and 162,767 Shares, respectively, representing approximately 9.8%, 0.3%, 0.6%, and 0.5%, respectively, the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1999 (the "Form 10-Q"). As of December 15, 1999, MNA in its capacity as investment manager had sole voting power with respect to 3,444,675 Shares owned beneficially by the Clients of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series of the Exeter Fund, representing approximately 10.2% of the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Form 10-Q. As of December 15, 1999, MNA in its capacity as investment manager had sole dispositive power with respect to 3,790,800 Shares owned beneficially by the Clients of MNA, Clients of AAC, Clients of Exeter Trust and one or more Series of the Exeter Fund, representing approximately 11.2% of the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Form 10-Q. As of December 15, 1999, Mr. Manning, as President and the majority shareholder of MNA, had sole voting power with respect to 3,444,675 Shares owned beneficially by MNA, representing approximately 10.2 % of the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Form 10-Q. As of December 15, 1999, Mr. Manning, as President and the majority shareholder of MNA, had sole dispositive power with respect to 3,790,800 Shares owned beneficially by MNA, representing approximately 11.2 % of the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Form 10-Q. As of December 15, 1999, Mr. Manning, in his individual capacity, had sole voting and dispositive power with respect to 200,000 Shares owned directly by Mr. Manning, representing approximately 0.6% of the 33,903,099 Shares outstanding as of September 30, 1999, as reported in the Form 10-Q. (c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons which were effected during the past sixty days is set forth in Schedule A hereto and incorporated herein by reference. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. The following document is filed as an exhibit to this Schedule 13D: Exhibit 1 - Letter from MNA to the Company, dated December 15, 1999. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 21, 1999 By: Manning & Napier Advisors, Inc. By: William Manning /s/ William Manning William Manning President By: William Manning /s/ William Manning William Manning individually Schedule A INFORMATION WITH RESPECT TO TRANSACTIONS OF THE REGISTRANT'S COMMON STOCK DURING THE PAST SIXTY DAYS AAC = Manning & Napier Advisory Advantage Corporation MNA = Manning & Napier Advisors, Inc. WM = William Manning EF = Exeter Fund, Inc. ETC = Exeter Trust Company
Number of Shares of Common Stock Price Date Purchased /1/ Per Share Ownership 10/15/99 375 23.62500 AAC 10/18/99 3,500 23.35710 MNA 10/18/99 150 23.56250 MNA 10/18/99 75 23.62500 AAC 10/18/99 100 23.18750 MNA 10/19/99 75 22.50000 AAC 10/19/99 125 22.87500 AAC 10/19/99 1,050 22.93750 MNA 10/19/99 19,500* 45.00000 WM 10/20/99 700 22.43750 MNA 10/20/99 20,000 22.78130 MNA 10/20/99 100,000 22.46300 WM 10/21/99 475 22.06250 AAC 10/21/99 125 22.56250 AAC 10/22/99 150 24.06250 AAC 10/22/99 125 24.00000 MNA 10/25/99 2,800 23.87500 MNA 10/25/99 75 23.87500 AAC 10/25/99 250 23.87500 AAC 10/25/99 250 23.87500 AAC 10/25/99 275 24.00000 MNA 10/26/99 50 23.93750 AAC 10/26/99 50 24.06250 MNA 10/26/99 150 24.00000 AAC 10/26/99 300 24.00000 AAC 10/28/99 250 23.81250 AAC 11/02/99 100 24.31250 MNA 11/02/99 75 24.06250 AAC 11/03/99 100 23.43750 MNA 11/03/99 425 23.37500 AAC 11/04/99 200 23.37500 MNA 11/05/99 10,000 23.91250 MNA 11/05/99 1,100 23.62500 MNA 11/08/99 25 24.68750 MNA 11/9/99 1,800 25.37500 MNA 11/09/99 400 25.25000 MNA 11/10/99 75 26.00000 AAC 11/10/99 225 25.87500 MNA 11/11/99 1,000 25.93750 MNA 11/11/99 225 27.00000 AAC 11/12/99 100 26.93750 MNA 11/12/99 1,050 27.00000 EF 11/15/99 200 31.75000 MNA 11/17/99 950 35.31250 MNA 11/22/99 31,500* 45.00000 WM
/1/ All transactions were effected through the New York Stock Exchange. * Acquired through put options. INFORMATION WITH RESPECT TO TRANSACTIONS OF THE REGISTRANT'S COMMON STOCK DURING THE PAST SIXTY DAYS AAC = Manning & Napier Advisory Advantage Corporation MNA = Manning & Napier Advisors, Inc. WM = William Manning EF = Exeter Fund, Inc. ETC = Exeter Trust Company
Number of Shares of Common Stock Price Date Sold /1/ Per Share Ownership 10/18/99 -550 22.75000 MNA 10/18/99 -250 23.06250 MNA 10/18/99 -275 23.06250 MNA 10/18/99 -2,300 23.00000 MNA 10/19/99 -1,200 23.12500 MNA 10/20/99 -150 22.37500 MNA 10/21/99 -500 22.87500 MNA 10/25/99 -850 23.75000 MNA 10/25/99 -1,050 23.68750 MNA 10/26/99 -400 23.87500 MNA 10/26/99 -300 23.81250 MNA 10/27/99 -350 23.75000 MNA 10/27/99 -400 23.75000 MNA 10/28/99 -13,200 23.89770 MNA 10/28/99 -3,000 23.81250 MNA 10/29/99 -950 23.93750 MNA 11/01/99 -2,600 23.87500 MNA 11/01/99 -9,400 23.87500 MNA 11/01/99 -700 23.87500 MNA 11/01/99 -250 23.87500 MNA 11/02/99 -200 24.12500 AAC 11/02/99 -75 24.00000 AAC 11/03/99 -175 23.93750 AAC 11/03/99 -500 23.93750 AAC 11/09/99 -1,500 26.00000 MNA 11/12/99 -600 26.81250 MNA 11/12/99 -500 26.81250 MNA 11/12/99 -125 26.81250 AAC 11/16/99 -150 31.81250 MNA 11/16/99 -300 31.50000 MNA 11/16/99 -600 32.18750 MNA 11/16/99 -200 32.06250 MNA 11/16/99 -200 32.06250 MNA 11/17/99 -825 33.75000 AAC 11/17/99 -250 35.31250 AAC 11/19/99 -350 36.50000 MNA 11/22/99 -75 34.87500 MNA 11/22/99 -150 34.75000 MNA 11/23/99 -50 34.37500 MNA 11/23/99 -600 34.00000 MNA 11/24/99 -550 33.68750 MNA 11/24/99 -825 34.31250 MNA 11/24/99 -100 34.37500 MNA 11/24/99 -1,500 33.71590 AAC 11/24/99 -700 33.71590 AAC 11/24/99 -500 33.56250 MNA 11/29/99 -800 32.25000 MNA 11/30/99 -1,100 32.18750 AAC 11/30/99 -900 32.18750 AAC 11/30/99 -550 32.37500 AAC 12/01/99 -200 32.81250 MNA 12/01/99 -150 33.06250 AAC 12/01/99 -100 32.75000 AAC 12/01/99 -150 32.75000 AAC 12/02/99 -75 32.56250 MNA 12/03/99 -75 33.00000 MNA 12/06/99 -150 32.25000 MNA 12/06/99 -100 32.37500 MNA 12/07/99 -75 32.25000 AAC 12/08/99 -250 31.87500 MNA 12/08/99 -100 31.56250 AAC 12/08/99 -150 31.87500 AAC 12/08/99 -400 31.87500 MNA 12/08/99 -150 31.87500 MNA 12/08/99 -125 32.25000 AAC 12/08/99 -125 32.18750 AAC 12/08/99 -525 32.37500 ETC 12/08/99 -2,400 32.25000 ETC 12/08/99 -100 32.37500 ETC 12/08/99 -325 31.56250 AAC 12/10/99 -200 32.43750 AAC 12/10/99 -275 32.37500 AAC 12/10/99 -200 32.37500 AAC 12/10/99 -175 34.56250 MNA 12/10/99 -400 32.62500 MNA 12/10/99 -300 33.25000 AAC 12/10/99 -100 32.56250 MNA 12/10/99 -150 32.56250 MNA 12/14/99 -300 35.56250 MNA 12/14/99 -400 35.56250 MNA 12/14/99 -100 35.56250 MNA 12/15/99 -900 35.56250 MNA 12/15/99 -1,200 35.00000 MNA 12/15/99 -1,200 35.37500 MNA 12/15/99 -150 35.25000 AAC
/1/ All transactions were effected through the New York Stock Exchange. Exhibit 1 Manning & Napier Advisors, Inc. 1100 Chase Square Rochester, New York 14604 716-325-6880 December 15, 1999 Mr. Robert Yellowlees Chairman and Chief Executive Officer National Data Corporation National Data Plaza Atlanta, GA 30329-2010 Dear Bob: Pursuant to our recent discussions, we are writing to reiterate our disappointment with the performance of National Data Corporation's ("NDC") stock and to urge the Company to take strategic action to unlock shareholder value. As you know, we have been NDC shareholders since late 1997. We have increased our position in the Company in both 1998 and 1999, as we believe in the value of NDC's assets in eHealth and eCommerce. While our firm has been willing to take a longer investment horizon than many, we are clearly disappointed with the Company's lack of success in creating shareholder value from these assets during our holding period. In our recent meeting, you noted that NDC's shares have tended to suffer with whichever side of the business has fallen out of favor with the investment community. This unfortunate circumstance has been magnified this year by problems in one of the company's acquisitions, the former Physician Support Systems, Inc. ("PHSS"). This combination of events propelled NDC's shares to five year lows in November on multiples of price-to-earnings, price-to-sales, and enterprise value-to-EBITDA. Despite the stock's recent rally, NDC shares are still down more than 25% this year and have underperformed the market by more than 40% year-to-date. During the time that we have been NDC shareholders, we have seen several of its competitors in both eHealth and eCommerce unlock substantial shareholder value through mergers and spin-offs. With NDC currently trading at a fraction of the multiples for these transactions, it is difficult not to believe that the shares are severely undervalued. While outright sale of the Company's two businesses may not be necessary, clearly the Company must take strategic action to unlock shareholder value by allowing the market to value these entities separately. In addition, we believe that NDC should strongly consider divesting the underperforming PHSS unit, which remains a drag on earnings nearly 2 years after its acquisition. As you know, the market has never been more generous in its valuation of companies that demonstrate an unrelenting focus on high growth areas that leverage their core competencies. It also has been equally generous to entities that are spun off for the purpose of accomplishing this objective. In short, we believe that the timing for strategic action will never be better, and would appreciate the thoughts of you and your Board if you have reason to believe otherwise. Sincerely, MANNING & NAPIER ADVISORS, INC. /s/ Jack Mahler Jack Mahler Senior Equity Analyst cc: Edward L. Barlow J. Veronica Biggins Neil Williams -----END PRIVACY-ENHANCED MESSAGE-----