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October   1997

Safelite and Vistar to Merge

Combined company will be largest auto glass retailer operation.


The Pending Merger of Safelite and Vistar.
There has been much speculation about the merger of Safelite and Vistar. The picture has become a little clearer with the release of the following documents. (Vistar was formed by the merger of Globe Glass & Mirror (a.k.a. USA-Glas) and Windshields America in 1996.)

 

Press Release Dated October 10, 1997

COLUMBUS, Ohio, Oct. 10, 1997 Safelite Glass Corp. and Vistar, Inc. announced today that they have agreed to merge. The combined company will be privately held by the current shareholders of Safelite and Vistar, including Thomas H. Lee Company and its affiliates, the majority owner of Safelite, and Belron International, the majority owner of Vistar. The merger is subject to customary closing conditions and is expected to be completed early in 1998.

The combined company will be a leading provider of auto glass services and insurance claims management solutions with annual sales through company-owned stores and independent subcontractors in excess of $800 million. The company will operate under the Safelite AutoGlass name using Vistar's color scheme and graphics. Garen K. Staglin, currently chairman of Safelite, will remain chairman of the merged company. While the merger is being finalized, joint integration planning teams will create a strategy and organizational design which represents the best of both companies.

"The proposed merger will allow the combined company to become an even stronger business partner for our insurance company, fleet, commercial and rental car business partners," said Safelite Chairman Garen K. Staglin. "We are extremely pleased to have the opportunity to provide broader service coverage through a 50-state network of company-owned stores covering 77% of the U.S. population, along with improved claims processing capabilities."

"This combination creates a world-class, cost-competitive auto glass services and claims handling company," said Belron Chairman and Chief Executive Ronnie Lubner. "The potential exists to leverage Belron's international presence as we operate in 15 countries and partner with many
multi-national customers, several based in the United States."

"This represents an outstanding business combination," said Thomas H. Lee, Company Managing Director Anthony J. DiNovi. "The combined company will have the systems platforms and resources for a multitude of claims management, service and pricing solutions to serve a diverse customer base and the ability to build a brand of choice across all business segments."

Celebrating its 50th anniversary in 1997, Safelite Glass Corp. is a leader in providing auto glass services in the United States. Safelite has generated strong sales and profit growth behind an innovative market-based operating philosophy, leading-edge technology, low-cost windshield manufacturing
and by providing superior auto glass claims handling solutions for insurance and fleet customers. Majority ownership in Safelite was acquired by Thomas H. Lee Company and its affiliates through a recapitalization in late 1996.

Vistar was created by the successful merger of Globe Glass & Mirror Co. and Windshields America in March 1996. The company has a 76-year heritage steeped in innovation and entrepreneurship. Vistar was the first U.S. glass company to introduce mobile service and the first to establish a national network of service providers to deliver efficient auto glass purchasing and claims processing to the insurance industry.

Safelite operates two windshield manufacturing facilities and distribution centers, 74 warehouses and over 500 retail service locations in 48 states. Vistar currently owns 356 stores nationwide. Both companies offer a broad array of auto glass and related services, including glass replacement, rock chip repair, truck backslider windows, and tinting services. Belron International focuses on the auto glass repair and replacement market in the United Kingdom, Continental Europe, Australia, New Zealand, Brazil, Canada, South Africa, and the United States. This includes in excess of 1500 branches, throughout 15 countries.

Thomas H. Lee Company is a Boston-based private equity firm focused on identifying and acquiring substantial ownership positions in growth-oriented companies. Founded in 1974, Thomas H. Lee Company has approximately $3 billion of committed capital. Recent transactions include Experian (formerly TRW) Information Systems, Rayovac, Homeside Lending, Syratech and Transwestern Publishing.

source: Joseph Molsby, Vistar, Inc. Corporate Marketing