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Eastland Sends Open Letter to the Board of Directors of Parks! America, Inc.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY LARRY EASTLAND AND HIS AFFILIATES FROM THE STOCKHOLDERS OF PARKS! AMERICA, INC. FOR USE AT A SPECIAL MEETING OF ITS SHAREHOLDERS OR IN CONNECTION WITH THE CONSENT SOLICITATION OF SHAREHOLDERS, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF PARKS! AMERICA, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED AS EXHIBIT TO THE SCHEDULE 14A BEING FILED TODAY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Parks! America, Inc.
Wild Animal Safari, Inc.
1300 Oak Grove Road
Dear Mr.
It has become clear to me that the board of directors ("Board") of Parks! America, Inc. ("Company") has acted in its own best interest and has lost the faith and support of its shareholders. The board's actions during the past several months shows a complete disregard for the Company's shareholders and is indicative of actions taken by an entrenched board more concerned with the individual directors' own well being rather than that of the shareholders at whose discretion they serve.
I believe at the root of this problem is a series of insider actions undertaken by a majority of the current Board. Specifically, the current members have systematically appointed themselves as officers of the Company and have appointed other officers of the Company as additional Board members. The singular purpose of which has been to entrench themselves at the Company in disregard to all principles of independence and accountability. What naturally follows in such circumstances is for this same group of directors and officers to vote for themselves contracts, compensation, benefits and issue to themselves shares that rob the corporation of potential profits and further dilute the value of the shares of the shareholders who have invested significant capital to acquire them.
Of particular importance, it should be noted that none of the current Board has ever been elected and qualified by the shareholders of the Company as required on an annual basis. They have been appointed by each other, their service as officers has been approved by each other, and the terms of their service as officers, including compensation, has been approved by each other. To my knowledge, no independent nomination or governance committee has been established by the Board to present individuals to the Board or shareholders for consideration or to identify other disinterested individuals capable and willing to serve as officers of the Company.
Further, during the past several months the Company's stock price has continued its precipitous decline. As you are well aware, a key component to the Company's business plan was the continued acquisition of parks via the issuance of common stock. At present levels, the execution of the business plan is all but impossible as an acquisition would result in significant dilution to the current shareholders. This does not even address the issue that possible acquisition targets look at our stock price and balance sheet and conclude that the Company is on the verge of insolvency thereby further complicating issues. The current Board has presented no plan to the shareholders or in public documents which would address the continuing historically low stock value - either by proposing an expansion strategy or an acquisition strategy to increase profitability. I believe this stems from the fact that at present, the Company generates enough cash to pay the salaries and benefits of current board members and little else. Accordingly, the Board has no incentive to increase shareholder value as their needs are being addressed.
Over the past two weeks, I have taken the following actions: (i) I have formed a 5 person slate which I will seek to have appointed to the Board; (ii) I have begun the retention of legal counsel in
I thank you in advance for your time.
Sincerely,
Nominee Biographies
Dr. Eastland, age 66, is Chairman of the Board of LEA Capital Advisors, Inc., a business management and capital advisory company, and served as its predecessors' Managing Director from inception in 1978. He was President, CEO and the Chairman of the Board of Directors of Parks! America, Inc. (FKA Great American Family Parks, Inc.) from
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