Vistar Question & Answer Guide to Employees

Why did Vistar and Safelite decide to merge?

We saw a great opportunity to create a service leader in the auto glass industry. A company with an even stronger financial structure that is committed to investing in superior business solutions and services. By combining the strengths of both businesses, we will be able to provide our customers with even better services at a competitive price. We also wanted to create a company with long-term career opportunities for employees through faster growth.

What name will the new company use?

This merger reflects the combination of two proud legacies for one exceptional future. The new company will operate under the Safelite AutoGlass name, supported by Vistar’s red and yellow colors and bar logo. We decided to use the Safelite name as it has been used for more than 50 years and it is well known and respected in the marketplace, while the Vistar brand had yet to be placed on stores and fully supported.

How will this affect my benefits?

We expect Vistar and Safelite benefits to remain the same for the rest of the plan year. which would mean no changes in the benefits provided or the cost of the benefits. A joint integration team will develop on common 1998 benefits plan for all employees which will be competitive in the auto glass industry. We hope to announce the key elements of the 1998 benefits plan as soon as possible after the merger is final.

How will this affect my 401k plan and money? My pension plan money?

This merger will not have any impact on current 401k accounts. This money you have invested is fully funded and the value of your account is determined by the investment option(s) you selected. The same is true for existing pension funds, which some employees have from a former pension plan.

The 401k plan will not change in 1997. For participating employees, contributions will be deducted from paychecks and deposited into 401k accounts. All investment options will stay the same for 1997. We expect to continue the 401k benefits next year, but with one plan for the new company. This could mean more or different investment options.

How will this affect existing 1997 incentive pay plans?

All current 1997 incentive plans will remain unchanged for the rest of the year. If major operational changes happen before the end of the year, the company will consider all factors and make sound business decisions. Remember, the two companies will compete independently until the merger is final, which is not anticipated until early in 1998. The goal should be to provide superior customer service with high productivity and low expenses in order to receive the largest incentive.

When will the merger be final and what is required to make that happen?

The merger is expected to be made final in early 1998. To become final, the merger requires government approval, which is anticipated in 30 to 90 days.

Will any operations be sold off as a result of this merger?

There are no current plans to sell of any parts of either company.

Who will own the new Company?

The current shareholders of Safelite and Vistar will own the new company, including Thomas H. Lee Company and its affiliates (the majority owner of Safelite) and Belron International (the majority owner of Vistar).

Will stores or call centers close as a result of this merger?

There is overlapping Vistar and Safelite store and call center coverage, so some facilities may close. But that does not mean that the employees who work in those facilities will necessarily be without a job. We want to keep all current Vistar and Safelite unit sales, and where stores and call centers need to be closed, we would relocate employees, when possible, to remaining stores, call centers and mobile routes in the market.

No facilities will be closed until after the merger is final. The decision on the right market store presence will be based on sound business criteria. We will also seek input from the market management team before plans are finalized.

Where will the company be located?

For the time being, the new company will operated out of both the Vistar headquarters in Chicago and the Safelite headquarters in Columbus. All Vistar and Safelite call centers will continue to operate out of their current locations.

Will the new company pursue a public stock offering?

Although no date or timeframe has been set, the new company does ultimately hope to pursue a public stock offering. However, that will come only through growing sales and profits by providing superior customer service at a competitive price, as well as the right stock market conditions. A public stock offering could provide an added way for employees to share in the success of the new company by purchasing shares.

How should I treat Safelite employees between now and the merger’s closing?

While the approvals, financing and paperwork are being completed to close the merger, you should not have contact with employees from Safelite unless you are a member of an integration planning team. This means that we must not recruit from one another, share business or compensation information, or speculate on possible integration plans. Working with employees from Safelite will come later as the plans to combine the market operations or corporate functions are developed and put in place. Once this merger closes, market employees can expect to get to know their new team members and work with them to create a winning operation.

Related Stories:

• The Official Press Release Oct. 10, 1997
• Initial Memo to Vistar Employees Outlining the Merger
• S&P Affirms Safelite Glass Ratings