The reporting persons originally acquired shares of Tier for investment
purposes because of their belief that the market price of the Common Stock
was less than the intrinsic value of Tier on a per-share basis. The reporting persons intend to optimize
the value of their investments and, therefore, review from time to time
Tiers business affairs, financial position, governance, management, capital
structure, future plans and contractual rights and obligations and consider
all alternatives available to the reporting persons with respect to their
investment. As part of such review,
the reporting persons may also, from time to time, seek to meet with and have
discussions with Tiers management and directors and may communicate with
other holders of the Common Stock to understand their views of Tiers
operating strategy and financial performance.
Based on such review, the reporting persons believe that Tier would
benefit from the addition of new, independent directors who would be more
open to considering additional strategies to enhance shareholder value. The reporting persons believe that based on
his 23 years of in-depth executive experience, including his significant
successes in spearheading turn-around, cost-cutting and merger integration
efforts, Mr. Brian Edwards would be a strong asset to Tier as an independent member
of its board of directors and would help shareholders maximize the value of
their investment. Mr. Edwards does not
currently have a formal employment, consulting or similar relationship with
the reporting persons or their affiliates.
In addition, the reporting persons believe that Mr. Zachary Sadek
would be a strong asset to Tier as an independent member of its board of
directors and would help Tiers shareholders maximize the value of their
investment.
As a result, Giant sent a formal notice to Tier (the Notice) of the
nomination of Mr. Sadek and Mr. Edwards for election to the Board
of Directors of Tier at the annual meeting of shareholders of Tier to be held
on March 11, 2009. Representatives
of Giant will appear at the annual meeting in person or by proxy to nominate
Mr. Sadek and Mr. Edwards. A
copy of the Notice is attached hereto as Exhibit 99.2 and incorporated
herein by reference. Exhibit B of
the Notice includes biographical information about Mr. Sadek and
Mr. Edwards.
In addition, the reporting persons believe that Tier should
aggressively focus on right-sizing its corporate overhead and should return
its excess capital to its shareholders.
The reporting persons believe that Tier lacks the necessary scale to
continue as an independent public company and should explore strategic
alternatives, including a merger with another business or a sale of the
company.
In addition to the
foregoing, the reporting persons may engage Tier in discussions that may
include one or more of the other actions described in subsections
(a) through (j) of Item 4 of Schedule 13D. Depending on various factors including,
without limitation, Tiers financial position and strategic direction, the
outcome of the discussions with Tiers management, directors and/or
stockholders, the outcome of the election of directors at Tiers 2009 annual
meeting of stockholders, actions taken by the board of directors of Tier,
price levels of the Common Stock, other investment opportunities available to
the reporting persons, conditions in the securities market and general
economic and industry conditions, the reporting persons may in the future
take such actions with respect to their investments in Tier as they deem
appropriate including, without limitation, acquiring or disposing the Common
Stock or other securities of Tier through open market transactions, privately
negotiated transactions, a tender offer, a merger, an exchange offer, or
otherwise, engaging in any hedging or similar transactions with respect to
the reporting persons holdings of Tiers Common Stock or other securities
and/or otherwise changing their intention with respect to any and all matters
referred to in Item 4 of Schedule 13D.
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