In its statement, Fillmore charges that although it had seventimes offered to acquire Genesis for a higher price than anycurrent proposal, Genesis amended its agreement with the JV, whichraised the bid to the current $69.35 a share, without givingFillmore "the opportunity to make a superior bid for Genesis forthe eighth time. Most importantly," it continues, the amendedagreement provides "Formation with a $40-million termination fee,having the effect of prematurely terminating this auction for thesecond time."

It calls this "wanton disregard for the interests of the Genesisshareholders," and says it had encouraged the Genesis board to giveit an opportunity to respond if its seventh offer was matched orbreached. Furthermore, Ronald Silva, Fillmore's president and CEO,charges, "one member of the Genesis board has a personal financialinterest in direct conflict with his fiduciary duties toshareholders." The member is not named, and a call to Fillmore wasnot returned by deadline.

Without specifically saying it will not make another offer priorto the May 30 Genesis shareholder meeting, Silva says, "Because theGenesis board has repeatedly failed to create a level playingfield, we end where we started. I can only hope the Genesisshareholders right these wrongs."