Carl Marks & Co., Inc. Affiliate Sells Resource Consultants, Inc. to Serco Group plc

Business Wire, Dec 17, 2004

NEW YORK -- CM Equity Partners, L.P. (CMEP), a private equity investment firm and affiliate of merchant bank Carl Marks & Co., Inc., announced it entered into a definitive contract to sell Resource Consultants, Inc. (RCI), to Serco Group plc., a leading UK-based service provider. In July 1998, CMEP acquired RCI, a provider of information technology and engineering solutions primarily to the U.S. Department of Defense.

Serco will rely on RCI's technology capabilities and relationship with the U.S. Federal Government to gain a competitive advantage in the service contracting market and sustain its aggressive growth platform. Under the terms of the acquisition, RCI will effectively become a U.S.-platform for Serco while its management team will continue as part of a larger Serco North America organization. Because it is a UK-based company acquiring a U.S.-based company, approval is expected within 90 days for Serco to obtain necessary clearances relating to the U.S. Treasury Committee of Foreign Investment and Hart-Scott-Rodino regulations.

Founded in 1925, Carl Marks & Co., Inc. is a leading merchant bank in New York comprised of six affiliates. Its principal investing group includes CM Equity Partners, CMNY Capital, L.P. and affiliates, a venture capital group, Carl Marks Real Estate Group and Carl Marks Strategic Investments, LP, distressed company investors. Carl Marks Consulting Group LLC, one of the nation's premier corporate revitalization consulting firms, and Carl Marks Capital Advisors LLC, the investment banking affiliate, comprise its advisory services arm.

About CM Equity Partners:

CM Equity Partners is a private equity investment firm focused on middle-market companies operating primarily in North America. Since 1994, CMEP has acquired 29 companies, approximately half of which serve primarily the U.S. Federal Government. CMEP is comprised of CM Equity Partners, L.P. and CM Equity Partners II, L.P.

About RCI:

Founded in 1979, RCI operates from more than 100 branch offices and field locations throughout the U.S., Europe and Asia. In 2003, the company's revenues totaled $270 million, and it has projected $294 million in revenues for 2004. The firm is headquartered in Vienna, VA and has more than 3,000 employees.