Initial Memo to Vistar Employees Outlining the Merger

Date: October 10,1997
To: All Vistar Employees
From: Bill Tortorello
Subject: Vistar and Safelite Merger Agreement

Vistar, Inc. and Safelite Glass Corp. have agreed to merge to from a new company that will operate under the Safelite AutoGlass name. The combined company will be owned 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. We expect the merger to be finalized in early 1998.

In the near term, the new company will operate out of the current Vistar location in Chicago, Illinois, and the current Safelite location in Columbus, Ohio. For now, all of the Vistar and Safelite call centers will remain in their current locations.

Neither Vistar nor Belron planned on this merger when we finalized the Globe Glass & Mirror Co. and Windshields America merger in March 1996. However, when the opportunity was presented, we found that combining Vistar and Safelite would create a company with an exceptional future for the benefit of our employees, customers and vendors. This merger is designed to bring together the best of two successful companies for faster growth, superior customer service and business solutions, and improved profits, which we plan to share with employees through incentive pay plans.

This opportunity reflects the combination of two proud legacies for one exceptional future. The new company will operate as Safelite AutoGlass, using Vistar’s red and yellow colors and bar logo. Together, the new company will cover 77% of the U.S. population in more the 300 markets with annual sales of more than $800 million. We will have disaster recovery resources to respond to catastrophes; more call centers in more locations and time zones to serve our customers; more opportunities to provide claim solutions to many of the largest insurance, fleet, and rental car companies in the United States. Additionally, Belron’s international auto glass operations may also provide future opportunities for international auto glass claim solutions to our clients.

These are only a few of the ways that this merger will make us stronger together. We expect to be the undisputed service leader in our industry, serving more than 2.6 million customers a year. And, if we stay on track in growing sales and profits, the new Safelite may make a public offering.

Until the merger is made final, we will continue to compete with Safelite. To become final, the merger requires government approval, which is anticipated in 30 to 60 days. That means that you should not have contact with employees from Safelite unless you are a member of the integration planning team. We cannot recruit from Safelite, share business or compensation information, or speculate on possible integration plans. Working with employees from Safelite will come later as the plans t combine operations are developed and put in place.

Although we cannot answer all of your questions now, our commitment to you is that we will continue to tell you what we do know and explain what will happen next. Your supervisor will be meeting with you to discuss the merger and will try to answer questions that we can answer now. Attached is a Q&A with answers to some anticipated employee questions and the press release that was sent out today to the glass, business, and financial press.

While you stay focused on serving customers, we will work with Safelite to develop a plan to create an even stronger company for our employees and customers. Thank you for your support and patience.

Related Stories:

• The Official Press Release Oct. 10, 1997
• Question & Answer Guide to Vistar Employees
• S&P Affirms Safelite Glass Ratings