Filed By: Montana Acquisition Corporation
Commission File No. 333-46174
Pursuant to Rule 425
Under the Securities Act of 1933
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Distribution Management Services, Inc.
Commission File No. 000-27539
Advice of Preliminary Business Combination Communication,
SUBJECT: DMS Reorganization;
Amendment to Letter of Intent dated August 12, 2010
SEC Filing Date: September 10, 2010
[REPRODUCTION OF TELECOPIER TRANSMISSION NOTIFICATION]
[Telecopier Endorsement: Delivered to Leo Greenfield
at 1207 Hours, Pacific Time, on September 10, 2010]
To: Leo Greenfield From: Randolph S. Hudson
Telecopier No.: (954) 922-0847 Telecopier No.: (702) 463-1436
Telephone No.: (954) 554-2725 Telephone No.: (702) 489-2825
Subject: Montana's Merger with DMS; Total Pages: 4, including cover
DMS Reorganization;
Amendment to Letter of cc: Per Matrix
Intent
Leo,
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Please refer to the attached facsimile of my letter to you in regard to the
scheduled merger between our companies.
If you have any questions, or, if you would like to offer your comments, in
regard, please contact me directly at the area code and telephone number first
written above.
Thank you for your courtesy and for your timely review of this transmittal.
[Montana Acquisition Corporation's Letterhead]
Randolph S. Hudson
Chairman of the Board
(585) 495-6945
[Montana's Logo] MONTANA ACQUISITION CORPORATION
Post Office Box 202
Wyoming, New York 14591-0202
Advice of Delivery;
Facsimile Delivered by Telecopier to (954) 922-0847
September 10, 2010
Leo Greenfield
Chairman of the Board
President
Chief Executive Officer
DISTRIBUTION MANAGEMENT SERVICES, INC.
Suite 5
2029 Taft Street
Hollywood, Florida 33020
Subject: DMS Reorganization; Amendment to Definitive Letter
of Intent dated August 12, 2010
Dear Leo,
I am certain you will agree, during the past one month, you and I have
been challenged by Montana's announcement of our plan to reorganize DMS and to
merge it into Montana.
Recently, I have been contacted by a number of stockholders who are of
the opinion the prospective merger between Montana and DMS will not occur. In
addition, this speculation by certain stockholders and investors-at-large
has caused tremendous volatility in DMS' common stock.
I can assure you, notwithstanding DMS' inability to close on the funding
of its negotiated capital accommodation next week (which we discussed by
telephone this morning), Montana will proceed to consummate the reorganization
Page 1 of 3 Pages
of and merger with DMS.
The opportunities to Montana and its stockholders following the merger
will prove to be more beneficial than by their respective holdings in DMS or
Montana if they were to continue operating independent from one another in
their present organic form.
Some of these benefits will be:
* Montana is a fully reporting company and will possess a valid symbol
on the over-the-counter electronic intermediary quotation system.
Montana's stockholders' confidence should be heightened because they
will be more fully informed on its activities by virtue Montana having
to disclose every detail of its business, operations, and financial
standing to the public subsequent to the merger.
* Montana will be eligible to apply to NASDAQ for a quotation on the
Bulletin Board, and, thus, be able to reach a broader investor base
through a trading platform in which investors are more confident.
* By virtue of Montana's reporting obligations to the SEC, investors
will place a higher level of trust in the company, which may permit it
to conclude the acquisition of one or more bona fide, operating
assets.
* Montana will have access to capital markets not previously available
to it; particularly, with a view to continuing and closing on DMS'
acquisition of the respective interests negotiated between each of
Land Ventures of America's Eagles Landing development in Lake
Okeechobee, Florida), and with Microtec Building Systems Corporation,
as to its proprietary, Florida-approved building materials and
construction techniques.
* A better value to stockholders by virtue of no dilution to either
Montana's or DMS' shares prior to the merger, and, thereafter, only by
a registered stock offering at prevailing market rates.
Given the positive reputation of the above business concerns, in-
development, and, given the impending benefits to DMS of the merger between
Montana and DMS, Montana's Board of Directors will not unreasonably withhold
its consent for DMS to pursue the negotiated ownership interests,
respectively, in these business concerns prior to or during the pendency of
the overall reorganization and merger transaction.)
Of course, Montana and DMS must still prepare the respective and
collective documents required to be filed with the SEC in order to consummate
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the merger, in addition to other filings with FINRA, OTC Markets, and the
States of Delaware and Florida, among others. In addition, any offering
to stockholders and/or investors will require the disclosure of certain key
information in the form of a prospectus or other form of offering, which must
be delivered to the stockholders.
The facts I stated herein will indisputably serve to benefit our
shareholders when the merger is consummated.
I am hopeful that next week will bring positive events to our continuing
association, to the satisfactory consummation of the overall transaction that
is the subject of this letter, and to Montana's future success with a view
toward its continuing business developments.
Please contact me with your further questions or comments in this regard.
Very truly yours,
MONTANA ACQUISITION CORPORATION
/s/ Randolph S. Hudson
Randolph S. Hudson
Chairman of the Board
President
Chief Executive Officer
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cc: As required, per MAC DMS Transaction Matrix
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