Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 14D9 6 31K
2: EX-1 Underwriting Agreement 38 146K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 20 53K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 9 30K
5: EX-4 Instrument Defining the Rights of Security Holders 29 163K
6: EX-5 Opinion re: Legality 2 11K
7: EX-6 Opinion re: Discount on Capital Shares 1 6K
EX-5 — Opinion re: Legality
| EX-5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[LETTERHEAD]
G. CLYDE BUCK
MANAGING DIRECTOR
May 26, 1999
PERSONAL AND CONFIDENTIAL
-------------------------
Mobley Environmental Services, Inc.
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Attention: Mr. John Mobley
President, Chief Financial Officer and Secretary
Dear John:
You have advised Harris Webb & Garrison, Inc. ("HWG") that a
confidential proposed investor, Harvard Capital, L.L.C. ("Harvard") has
proposed to acquire the outstanding Class A common stock of Mobley
Environmental Services, Inc. ("Mobley") at a price of $0.20 per share in cash
via a cash tender offer for at least 50 percent of the Class A common shares.
You have requested that HWG act as financial advisor and issue an opinion
("Opinion") as to the fairness to the Class A shareholders of Mobley of the
financial terms of the Proposed Investment.
HWG, as part of its investment banking business, is frequently engaged
in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, secondary distributions
of listed and unlisted securities, private placements, and valuations for
estate, corporate and other purposes.
In arriving at our opinion, we have, among other things:
1. Reviewed a draft dated 5/25/99 of a tender offer agreement between
Harvard and Mobley;
2. Reviewed a letter of intent dated 3/23/99 from Harvard regarding the
potential purchase of at least 50% of Mobley's Class A common shares;
3. Reviewed a draft of Mobley's Form 10-Q for the quarterly period
ended 3/31/99;
Mobley Environmental Services, Inc.
May 26, 1999
Page 2
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4. Reviewed Mobley's Form 10-Q for the quarterly period ended 9/30/98;
5. Reviewed Mobley's Form 10-KSB for the year ended 12/31/98;
6. Reviewed Mobley's Preliminary Financial Statements for the year
ended 12/31/98 prepared by KPMG;
7. Reviewed Plaintiffs' Second Amended Original Petition for ADAMS V.
AMERICAN ECOLOGY ENVIRONMENTAL SERVICES CORPORATION, F/K/A GIBRALTAR
CHEMICAL RESOURCES, INC.;
8. Reviewed Plaintiffs' Third Amended Original Petition for DANIELS V.
GIBRALTAR CHEMICAL RESOURCES, INC.;
9. Reviewed Plaintiffs' Fourth Amended Original Class Action Petition
FOR WILLIAMS V. GIBRALTAR CHEMICAL RESOURCES, INC.;
10. Discussed with management of Mobley the outlook for future operating
results, assets and liabilities of the company, materials in the
foregoing documents, and other matters we considered relevant to our
inquiry; and
11. Considered such other information, financial studies, analyses and
investigations as we deemed relevant under the circumstances.
In our review and in arriving at our opinion, we have, with your
permission, (i) not independently verified any of the foregoing information
and have relied upon its being complete and accurate in all material
respects, and (ii) not made an independent evaluation or appraisal of
specific assets of Mobley. Our Opinion is provided to you pursuant to the
terms of our engagement letter dated April 6, 1999.
Based upon and subject to the foregoing, it is our Opinion that, as of
the date hereof, the consideration to be received pursuant to the proposed
transaction is fair to the Class A shareholders of Mobley from a financial
point of view.
HARRIS WEBB & GARRISON, INC.
By: /s/ G. Clyde Buck
---------------------------------
G. Clyde Buck
Managing Director
Dates Referenced Herein and Documents Incorporated by Reference
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