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Interstate National Dealer Services, Inc. Announces Signing of Definitive Merger Agreement

September 27, 2002


National Dealer Services, Inc. announced Sept. 27 that it

has entered into an agreement and plan of merger with CHL Holdings

Corp., a company owned by Cindy H. Luby, Interstate's chief operating

officer and a director.

Under the merger agreement, Interstate will be merged with CHL,

with Interstate as the surviving entity. As previously announced, upon

completion of the merger, each issued and outstanding share of

Interstate common stock, other than shares held by Chester J. Luby,

Cindy H. Luby, Joan Luby and CHL, and by stockholders who exercise

their appraisal rights, will be entitled to receive $6.00 per share in

cash, without interest and less withholding taxes, if any. After the

merger, Interstate will be owned by members of the Luby family.

Interstate's Board of Directors, acting on the recommendation of a

special committee composed entirely of directors who are not

affiliated with the Luby family, approved the merger agreement. As

directors with an interest in the proposed transaction, Chester L.

Luby and Cindy H. Luby did not participate in the Board's vote.

Legg Mason Wood Walker, Incorporated which has acted as financial

advisor to the special committee, has issued a fairness opinion in

connection with the merger. The closing of the merger is subject to

customary conditions, including approval of Interstate's stockholders,

and the receipt by CHL of the funds required to complete the

transaction. CHL has received a banking commitment to advance the

necessary funds.

As soon as practicable, Interstate will file a proxy statement

relating to the merger with the Securities and Exchange Commission,

will schedule a special meeting of its stockholders to vote on a

proposal to approve the merger agreement and the transactions it

contemplates and will mail the proxy statement to its stockholders.

Interstate's Board has recommended that the stockholders approve the

merger agreement. Interstate has entered into a voting agreement with

members of the Luby family and with CHL in which they have agreed to

vote in favor of the merger agreement. Members of the Luby family own

and have the right to vote approximately 24.6% of Interstate's common


When available, Interstate's stockholders will be able to obtain a

free copy of the proxy statement to be filed with the Securities and

Exchange Commission at the SEC's web site at The proxy

statement and other documents filed with the Securities and Exchange

Commission by Interstate may also be obtained for free from Interstate

by directing a request to Interstate National Dealer Services, Inc. at

333 Earle Ovington Blvd., Uniondale, New York 11553, Attn: Zvi D.

Sprung, Chief Financial Officer.

Interstate is a nationwide provider of service contracts

and extended warranties, primarily for new and used cars and

recreational vehicles, as well as watercraft, manufactured housing,

motorcycles and other power sport vehicles. For additional information

please visit the websites and

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