June 2, 1992
Dear Mr. Loveall,
I just yesterday returned from the American Booksellers Association Convention in Anaheim, California. Unfortunately, during that convention, my suitcase was stolen in the Greyhound Bus Station in Los Angeles.
That suitcase contained my records of the Holden-Day tender offer. In particular, it contained my only complete copy of my batch lists, these being the lists of the fourteen batches of securities which I delivered to your office in January. These batch lists contained the names and addresses of all persons who tendered their Holden-Day shares to Orsden, plus the number of shares tendered and the certificate numbers.
I am sure that you can appreciate that these records are of vital importance to me. I am distressed at their loss. In addition, the last six batch lists were typed on the Holden-Day computer in the Holden-Day office in Oakland and were on the Holden-Day hard disk until the time that they closed down and vacated that office. Therefore, there is no way that I can recover these lists except through you.
You, of course, have the originals of these batch lists which I delivered to your office. I therefore request that you deliver a copy of them to me.
Please understand that all I am requesting is to have a photocopy of my own records back. I fully expect you to keep the originals and to continue to use them to process the tendered shares. I have a vital need to have copies of my own records.
I just spoke to you about this over the telephone and you said that you could not agree to send the batch lists back to me unless Fred Murphy agreed to it first. In that connection, I wish to reiterate our position that Fred Murphy has no legal right to interfere in our tender offer. The stockholders of Holden-Day tendered 587,413 shares to Orsden Capital and Mr. Richard Bozulich, not to Fred Murphy. We were prepared to pay 40 cents per share for those shares. We would still today gladly pay that 40 cents per share, if only Humpty Dumpty could be put back together again the way it was on January 6, 1992. Instead, the shares have been hijacked by Fred Murphy, who now is paying a mere 20 cents per share.
It is entirely because of your view that Fred Murphy had a right to stop the transfer of these shares and to prevent us from taking up these shares that things have turned out the way that they did. If you had acknowledged our rightful ownership of these shares, the stockholders of Holden-Day would long ago have received their 40 cents per share.
As far as we are concerned, the tender offer is still on. We have never withdrawn the tender offer. We still claim the right to communicate with the shareholders of Holden-Day. We believe that the shareholders of Holden-Day have the right to know the true facts of the present situation.
Accordingly, we do not agree with your assertion that Mr. Murphy has the right to instruct you not to return a photocopy of our own records to us.
We have, of course, no objection if you want to contact Mr. Murphy on your own and ask him if he wants to agree to allow us to have a copy of our own records. However, we assert that Mr. Murphy ceased to be the president of Holden-Day at 5:00 PM Eastern time on January 6, 1992 and that I became the president and that in any event Fred Murphy does not have any legal right to interfere in this matter.
Very Truly Yours,
Samuel H. Sloan
Copy to: Fred Murphy
Gregg W. Corso, Office of Tender Offers,
Securities and Exchange Commission
Frank Martinez, Depository Trust Company
Judge Vaughn Walker
P. S. You might be interested to know that the sales of our misnamed book, "How to Take Over an American Public Company", are starting to take off. Fear not, because I said nothing at all about you or about Manufacturers Hanover Trust Company in my book.