Free Motion for Partial Summary Judgment - District Court of Colorado - Colorado

Case 1:04-cv-00725-RPM

Document 41-8

Filed 07/01/2005

Page 1 of 2

11728 LOS

WILSHIREBOULEVARD B610

90025 ANGELECALIFORNIA ANGELES 1999 JANUARY

DONALD SALCITOSQ E DORSEY WHITNEY PERSONAL CONFIDENTIAL
370 SEVENTEENTH SUITE 4400 STREET

COLORADO 80202 DENVER
RE

THE OUIZNOS OUIZNO SALCITO

CORPORATION

DEAR MR

HAVE HAD CHANCE REFLECT TO O WEEK AS PREVIOUSLY UPON OUR CONVERSATIONF THEPAST MENTIONED AM SHAREHOLDER THE QUIZNOS IN AND QUIZNO CORPORATIONAM ALSOAN ATTORNEY SPECIALIZE IN BUSINES BUSINESS COMMERCIAL ANDREAL ESTATE LITIGATION AM ADMITTED TO PRACTICE IN CALIFORNIA AND HAWAII AM WRITING THI THISLETTER MY OWN BEHAJF ON AS SHAREHOLDER DO NOT PRESENTLY THEINTERESTS REPRESENT INTEREST OF ANY OTHER SHAREHOLDERS

YOU HAVE STATED PROSPECTIVE THE IS BUYOUT MATTER OFECONOMICS IN FACT IS NOTHING IT MORE THANAN EFFORT THOSE RUNNING QUIZNOS IN THE QUIZNO CORPORATION BY TO ACQUIRE COMPANYSO THEY NOT THE DO HAVETO SHARE THEPROFITS F PROFITROMILNUREGROWTH WITHTHEREMAINING SHAREHOLDERS WHILE YOU HAVE STATED THATCOLORADO LAW ALLOWS DISSENTERS ALLOW FOR DISSENTER IS RIGHTTHE RIGHTS PROBLEMNOT THATSIMPLE UNFAIR GROSSLY TO THESHAREHOLDERS ARE NOT PART SHAREHOLDER HO W LES THANTHESHARES WORTH THE PEOPLE HO LESS SHARE ARE SUBSTANTIALLY W QUIZNOS WHO MANAGE THE QUIZNO CORPORATION PROPOSE THELEVERAGED WOULDNOT BE DOING UNLESS BUYOUT SO UNLES K THEYNEW OR STRONGLY BELIEVED THATQUIZNOSHAD STRONG QUIZNO FUTURE SUCH AN ASSESSMENT IS OBVIOUSLY BASED ON THE INFORMATION AVAILABLE MANAGEMENTABOUTTHEBUSINESS TO CURRENTLY FUTURE BUSINESINCLUDING AND PROJECTION PLAN WHICH IS NOT AVAILABLE THE GENERAL PROJECTIONS PLANS TO LES PUBLICMUCH LESSTHE REMAINING STOCKHOLDER STOCKHOLDERS
TERM TERMS OFTHEPROSPECTIVE ARE BUYOUT OFTHEBUYOUT THE PROPOSED IS PRICE

THE

THI THIS PROPOSED DOE DOES BUYOUT NOT SITWELL WITH THENONPARTICIPATING SHAREHOLDERS LOOKAT THE LEFT THEWEB SPECIFICALLY ON MESSAGE MESSAGES THEYAHO MESSAGEBOARDSITEFOR THE QUIZNOS QUIZNO CORPORATION SHOW STRONG SHOWS SHAREHOLDER DISSATISFACTION ANDSHAREHOLDER TO DATE HAVE CONTEMPLATION OFLITIGATION NOT CONTACTED NOR HAVE POSTED ANY SHAREHOLDERS SHAREHOLDER ANY MESSAGES
ON PATH WHICH THEPROSPECTIVE ARE CHOOSINGEMBARKIS STREWN WITH PROBLEMS BUYER BUYERS TO PARTICIPATION DIRECTORS BY ANY DIRECTORINVOLVEDIN THE LEVERAGED IN BUYOUT ANY VOTE EVEN TO ESTABLISH THE SPECIAL IS COMMITTEECONFLICT OFINTEREST SINCETHOSE DIRECTOR DIRECTORS WOULDBE VOTING CONSIDER PROPOSAL TO IN WHICH THEY WERE TO OR MIGHT ERSONALLY IN P PROFIT AS MUCH AS THE MEMBERSOFTHESPECIAL MEMBER COMMITTEE WOULDLIKELY SELECTED OR AT LEAST CONSULTATION THE BE BY IN WITH PROSPECTIVE WHO SERVES ON THE BUYER BUYERS SERVE

THE

QWESTOO1

65

Case 1:04-cv-00725-RPM

Document 41-8

Filed 07/01/2005

Page 2 of 2

DONALD SALCITO DORSEY

WHITNEY

JANUARY 1999 PAGE

COMMITTEEPOSES PROBLEMSNY POSE A COMMITTEE TO
ASSES ASSESS

OF EXPENDITURE THE QUIZNOS CORPORATION QUIZNO THESPECIAL MONEY FOR THE STUDY PROPOSAL WOULDBE BREACH FIDUCIARY AS WOULD OF DUTY FAILURE PROPERLY TO ANY THEPROPOSAL

AS COUNSEL THE QUIZNO REPRESENTINGQUIZNOS QUIZNO QUIZNOSCORPORATION PROTECTITS AND SHAREHOLDERSCOUNSELOR AS F THEPROSPECTIVE BUYER BUYERS HAVE DUTY DO YOUR BESTON THEIR TO YOU BEHALF AS COUNSELOR F THESHAREHOLDERS SHAREHOLDEROBLIGATION BUYOUT IN ANY YOUR WOULDBE TO MAXIMIZE THESHAREHOLDER IN PRICE ANY BUYOUTS COUNSEL ORTHE A F PROSPECTIVE YOU ARE OBLIGATED BUYER BUYERS TO OBTAIN THESHARES SHARE AT THELOWEST POSSIBLE THERE IS NO WAY THAT PRICE THI THISCONFLICTAN BE OVERCOME C

YOUR FIRM HAS

CORPORATION YOUR

CONFLICT F INTEREST THIS MATTER O IN THI FIRM HAS TO DUTY REPRESENT HE T

HAVE NOT DETERMINED WHAT COURSE OF ACTION TAKE TO INCLUDING AND LITIGATION HAVE NO OTHER TO WHAT OTHERS OTHER MAY CHOOSE DO OTHER TO THANWHAT SEE ON THE YAHOO FOR MESSAGEBOARD THE QUIZNOS QUIZNO CORPORATION HOWEVER AM SURE THATSHOULD CHOOSE LITIGATE OULDHAVE TO W NO TROUBLE COUNSELO HANDLE FINDING T THEMATTER SUCH LITIGATION WOULDLIKELY INCLUDE ERIVATIVE D ACTION ACTIONS FOR BREACH FIDUCIARY FOR OF DUTY USE OF INSIDER INFORMATION CONFLICT INTEREST WELL DERIVATIVE AND OF AS ACTION WOULDINCLUDE OF FEES DISGORGEMENT BASEDON CONFLICT F INTEREST FEE O IDEA IDEASAS ITSCOUNSEL ME PROVIDE WITH PROSPECTIVE O BUYOUT F ALLINTERNAL MEMORANDA REGARDING PROPOSAL THE THE MINUTE MINUTESOFALL BOARD WHERETHE MEETING MEETINGS PROSPECTIVE WAS MENTIONEDOR DISCUSSED BUYOUT THE MINUTE MINUTES OFALL BOARDMEETINGS W MEETINGHERETHESPECIAL COMMITTEEWAS DISCUSSED VOTED OR MINUTE UPON THEMINUTESOFALL OF MEETING MEETINGSTHESPECIAL COMMITTEEAND LIST OFTHESHAREHOLDERS WHILE YOUR POSITION IS THAT AM NOT ENTITLED WRITTEN COPIE OFTHE COPIES
TO
AM

THAT THE QUIZNO REQUESTING QUIZNOSCORPORATION YOU AS THROUGH

THEREQUESTED CORPORATION MATERIAL WOULDCLEARLY MATERIALS BE DISCOVERABLE EVENT OF IN THE AND LITIGATIONANY FAILURE PROVIDE TO THEMWILLBE FACTOR IN CONSIDERING WHETHER FOLLOW TO THAT
COURSE

THESEMATERIALS MATERIAL UNDER COLORADO LAW BECAUSE THE SIZE OF OF MY

INVESTMENT THE IN
OFACTION THE

WHICH IN THE END WILL PROVE FARMORE PRESENT STATUS CORPORATE

ULTIMATELY THE SHAREHOLDERS COMPENSATING WOULD STRONGLY THATTHE PROSPECTIVE SUGGEST BUYER BUYERS ABANDON THI THISILLCONCEIVED BEFORE FOLLY THEYRAVEL FAR T TOO DOWN ROAD WHICH IS FRAUGHT PERILS WITHPERIL AND
TIME AND LES CONSUMING FARLESSPROFITABLE MAINTAINING THAN THE

OPEN THEY H MIGHTAVE TO PAY MORE FORTHE STOCKAND SOME SMALL SHAREHOLDERS STILL SHAREHOLDER WILL REMAIN PROSPECTIVE THEY OULDFINDTHISFAR THE BUYER BUYERS W THI MORE THAN PROFITABLE DEFENDING AND LITIGATION MARKET WHILE

IN THELONG THE RUN PROSPECTIVE WOULDBE BETTER BUYER BUYERS OFF

STOCK ACCUMULATINGON

YOUR YOURSTRULY

PAUL EISNER

QWESTOO1

66