AMBASSADOR FOOD SERVICES CORP

mechanism = NAV...her than a true measure of value, but the board did determine that net book value in this case was a fair approximation of net asset value. The board took into account that net book value had further declined since May, 2003. The board noted that the cash-out price exceeded the net book value and net asset value per share of Ambassador. o Going Concern Value. The board did not determine a specific going concern value for Ambassador. The board did review Ambassador's net asset value, recent operating losses and limited liquidity and concluded that its going concern value would not exceed the cash-out price. The board reviewed the results of operations of A...

threshold = 30...f stockholders from approximately 532 to approximately 358 and de-registering our Common Stock under the Exchange Act; o eliminate the expense and burden of dealing with a large number of stockholders holding small positions in Ambassador's stock; o give stockholders who own fewer than 30 shares of Common Stock immediately prior to the reverse stock split the opportunity to liquidate their shares of Common Stock at a fair price; and o cause minimal disruption to stockholders owning 30 or more shares of Common Stock. What is the reason for the two-step structure of the Transaction? (Page 7) The reason for the reverse stock split...

txn_type = CONSOLIDATION...l be held at 5-30 54th Avenue, Long Island City, New York 11101, on ______________, 2004, 11:00 a.m., Eastern time, for the following purposes: 1. To consider and act upon a proposal to amend the corporation's Certificate of Incorporation to effect a 1 for 30 reverse stock split followed immediately by a 30 for 1 forward stock split of the corporation's outstanding common stock (the "Transaction"). As a result of the Transaction, (a) each share of the corporation's common stock held by a stockholder owning fewer than 30 shares immediately before the effective time of the reverse stock split will be converted int...