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

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RAY-26-2UU4 WED 04:59 PR Case 1:04-cv-00725-RPM

Document 41-22

FAX NO,

Filed 07/01/2005

Page 1 of 2Corpor The Quwno's
I415 L3rirncr Snwt
Fax

P. 11

Denver, Colorado 8020::
( Z O ) 350-3399

August 28,200 1

Director of D&O Claims Westchester Fire Insurance Company Six Concourse Parlcway Atlanta, GA 30328 Sent Via Federal Express

Re:

Management Protection Insurance Policy between The Quizno's Corporation and Westchester Fire Insurance Company; Policy No. DOX 648318; Notice of Facts and Circumstances which may Reasonably Give Rise to a Future Claim

To whom it may concern:
On May 22,2001, The Quiulo's Corporation ("Company") announced it had received a proposal to complete a second-step going private transaction that follows the Company' s self-tender offer late last year. The proposed second-step transaction is in the form of a merger with a corporation wholly owned by Richard E. Schaden and Richard F. Schaden, the President and Chief Executive Officer, and the Vice President and Secretmy, respectively, of the Company, Pursuant to . the proposal, the Company's shareholders (other than the Schadens and their affiliates) would receive $8.50 per share of common stock, in cash.

On or about August 24,200 1, a non-affiliated sharehoIder o f t h e Company, Sandstone Ventures, LLC ~'Saadstone")f l e d a Schedule 13D with-she Securities a d Exchange Commission, in which it stated that it did not believe that $8.SO represents tbe fair value of each s h e . Sandstone also stated that it would vote against the proposed merger, and that it intended to demand an appraisal for its shares pursuant to applicable Colorado law. 1have enclosed a copy of that filing.
We feel that the Sandstone fding constitutes the type of facts and circumstances contemplated by Section 6 of the Policy, and thus are providing notice pursuant to that Section. We will keep you informed o f ongoing developments and will notify you upon commencement of any dissenters rights (or appraisal action) by Sandstone. Please feel free to contact me concaning this matter. Otherwise, I appreciate your time.

Q-WEST-00487

MAY-26-2004 WED 04 :59 P M
Case 1:04-cv-00725-RPM Document 41-22
I

FAX NO.

Filed 07/01/2005

Page 2 of 2

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ctor of D&O Claims tchester Fire Insurance Company
August 28, 2001

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Very truly yours, CORPORATION

Vice President & General Counsel
cc:

Jan Miller, Claims
Universico (w/enclosure)

Q-WEST-00488