EX-99.(A)(1)(B) 3 c07984a2exv99wxayx1yxby.htm FORM OF COVER LETTER TO ELIGIBLE PERSONS exv99wxayx1yxby
 

(DIAMOND LOGO)
Suite 3000 john Hancock Center
875 North Michigan Avenue
Chicago, II,60611
Phone 312-255-5000
fax 312-255-6000
www.diamondconsultants.com
Dear                                         :
     Diamond Management & Technology Consultants, Inc. (“Diamond” or the “Company”) is offering to all Eligible Persons, who are identified below, the opportunity to tender (i) Eligible Options (as defined below) and (ii) Eligible SARs (as defined below) for cash, on the terms set forth in the enclosed documents.
     This offer relates only to (i) “Eligible Options,” which are currently outstanding and vested nonqualified stock options to purchase shares of Diamond common stock that were granted by Diamond to its employees pursuant to the Amended and Restated 1998 Equity Incentive Plan and the 2000 Stock Option Plan (the “Share-Based Plans”) and (ii) “Eligible SARs,” which are currently outstanding and vested stock appreciation rights that were granted by Diamond to its employees pursuant to the Share-Based Plans. Eligible Options and Eligible SARs do not include French qualified options.
     The primary purpose of this offer is to compensate the Eligible Persons for their hard work and dedication to the business of the Company prior to the Company’s sale of certain of its non-U.S. subsidiaries (the “Transaction”) to Mercer Management Consulting, Inc. or its affiliates (“Mercer”).
     Only individuals owning Eligible Options or SARs who have been non-U.S. employees of the non-U.S. Diamond subsidiaries that have been sold to Mercer or transferred from Diamond’s U.K. subsidiary and became Mercer employees on August 1, 2006 may participate in this offer. We refer to our former employees who meet these eligibility requirements as “Eligible Persons.” Holders of Eligible Options and/or Eligible SARs who are not Eligible Persons may not participate in this offer.
     The enclosed Election to Tender Form includes a table identifying the Eligible Options and Eligible SARs that you currently have that are eligible for tender.
     The amount of cash you will receive will be calculated as follows:
    the fair value of each Eligible Option and Eligible SAR will be calculated using the Black-Scholes methodology based on the average of the closing price of Diamond common stock for the 10 trading days prior to August 31, 2006 (the “Determination Date”).
 
    an amount of cash equal to the fair value so determined will be calculated for each Eligible Option and Eligible SAR.

 


 

     Each Eligible Person will receive an e-mail notification from Diamond on the Determination Date setting forth the amount of he or she they would receive if he or she elects to properly tender for purchase his or her Eligible Options and/or Eligible SARs. Each Eligible Person will have until 5:00 p.m. central time on September 5, 2006 to tender his or her Eligible Options and/or Eligible SARs.
     This offer is being made under the terms and subject to the conditions of the attached Tender Offer and Election to Tender Form. These documents contain detailed information about the program and a detailed set of questions and answers. Please read the materials carefully because they contain important information about how you may participate or not participate in the program. Even if you choose not to participate, we request that you return your Election Form so indicating your decision.
     The Tender Offer is a voluntary program. We make no recommendation as to whether you should elect to tender or to not tender your Eligible Options and/or Eligible SARs. Each person must make his or her own decision. If you have any questions about the program, please call Karen McLaughlin at (312) 255-5071 or e-mail her at Karen.mclaughlin@diamondconsultants.com, or call Lorna E. Liposky at (312) 268-3081 or e-mail her at lorna.liposky@diamondconsultants.com.
         
 
  Sincerely,    
 
       
 
  /s/ Adam J. Gutstein    
 
       
 
  Adam J. Gutstein    
 
  Chief Executive Officer    

 


 

Offer to Purchase Eligible Options and/or Eligible SARs for Cash
Procedures:
Eligible Persons
    Read through the attached documents so you may make a decision on whether or not you will tender your Eligible Options and/or Eligible SARs.
Eligible Persons NOT Tendering Any Eligible Options or Eligible SARs
    We ask that you indicate on the Election to Tender Form your decision not to tender any Eligible Options or Eligible SARs if you so decide. However, if you do not respond, you will be treated as NOT tendering any Eligible Options or Eligible SARs.
Eligible Persons Choosing to Tender or Not to Tender Eligible Options and/or SARs
1.   After reading all the enclosed documents, indicate on the Election to Tender Form your election to tender or not to tender.
 
2.   Sign, date and provide your mailing address and e-mail address on the Election to Tender Form.
 
3.   Fax your completed Election Form to Karen McLaughlin at (312) 255-4790. You may also scan your completed Election to Tender Form into a .pdf file and e-mail it to equity.programs@diamondconsultants.com. Alternatively, you may mail the Election to Tender Form to us at 875 North Michigan Avenue, Suite 3000, Chicago, Illinois 60611, attention Karen McLaughlin.
 
5.   All Forms must be RECEIVED by us no later than 5:00 P.M., central time, on September 5, 2006.
 
6.   An e-mail acknowledging receipt of your Election to Tender Form will be sent to you within two business days of receipt by us.
 
7.   If you do not receive an acknowledgment of receipt via e-mail, contact Karen McLaughlin at (312) 255-5071 or e-mail her at Karen.mclaughlin@diamondconsultants.com, or call Lorna E. Liposky at (312) 268-3081 or e-mail her at lorna.liposky@diamondconsultants.com.
 
8.   Any changes you would like to make to your Election to Tender Form must be received by us prior to the established deadline.
 
9.   Any questions you have regarding the right to tender can be directed to Karen McLaughlin at (312) 255-5071 or e-mail her at Karen.mclaughlin@diamondconsultants.com, or call Lorna E. Liposky at (312) 268-3081 or e-mail her at lorna.liposky@diamondconsultants.com.