EX-1
from SC 13D/A
1 page
1) TIER Is Woefully Undervalued and With an Enterprise Value of About $30 Million Should No Longer Bear the Costs of Public Ownership 2) Several Strategic and Financial Parties Have Expressed Interest in Acquiring TIER and Have Contacted Shareholders, Management, and Directors 3) the Majority of Shareholders Are Long Term Investors That Have Become Increasingly Frustrated With TIER and Have a Strong Desire to Have the Company Sold for a Premium 4) an Objective Analysis of Tier’s Inherent Value Suggests That a Sale Process Will Deliver a Value Range $7.00 to $9.00 Per Share, a 40 % to 80 % Premium to Tier’s Current Market Price of $5.00 Per Share. 5) TIER Finally Has a Management Team and Board of Directors in Place With the Industry, Governance, and Deal Experience to Objectively Consider All Strategic Alternatives
12/34/56
EX-1
from SC 13G/A
1 page
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Agreement Is Made Pursuant to Rule 13d-1(b)(ii)(j) and Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934 (The "Act") by and Among the Parties Listed Below, Each Referred to Herein as a "Joint Filer." the Joint Filers Agree That a Statement of Beneficial Ownership as Required by the Act and the Rules Thereunder May Be Filed on Each of Their Behalf on Schedule 13g or Schedule 13d, as Appropriate, and That Said Joint Filing May Thereafter Be Amended by Further Joint Filings. the Joint Filers State That They Each Satisfy the Requirements for Making a Joint Filing Under Rule 13d-1. Dated: August 18, 2003 Palisade Capital Management, LLC. By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member Axe-Houghton Associates, Inc. By: /S/ Steven E. Berman Name: Steven E. Berman Title: President -7
12/34/56
EX-1
from SC 13G
1 page
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Agreement Is Made Pursuant to Rule 13d-1(b)(ii)(j) and Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934 (The "Act") by and Among the Parties Listed Below, Each Referred to Herein as a "Joint Filer." the Joint Filers Agree That a Statement of Beneficial Ownership as Required by the Act and the Rules Thereunder May Be Filed on Each of Their Behalf on Schedule 13g or Schedule 13d, as Appropriate, and That Said Joint Filing May Thereafter Be Amended by Further Joint Filings. the Joint Filers State That They Each Satisfy the Requirements for Making a Joint Filing Under Rule 13d-1. Dated: February 12, 2003 Palisade Capital Management, LLC. By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member Axe-Houghton Associates, Inc. By: /S/ Steven E. Berman Name: Steven E. Berman Title: President
12/34/56
