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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO.........]
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PUROFLOW INCORPORATED
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(Name of Registrant as Specified In Its Charter)
PUROFLOW INCORPORATED
REUBEN M. SIWEK, ESQ.
MICHAEL H. FIGOFF
ROBERT A. SMITH
DR. TRACY KENT PUGMIRE
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PUROFLOW INCORPORATED
16559 SATICOY STREET
VAN NUYS, CALIFORNIA 91406
August 4, 1999
VIA FACSIMILE AND CERTIFIED
MAIL, RETURN RECEIPT REQUESTED
Steel Partners, L.L.C.
150 East 52nd Street
21st Floor
New York, New York 10022
Attn: Warren G. Lichtenstein
Re: Puroflow Incorporated
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Gentlemen:
In an effort to resolve the issues and expenses of a proxy contest, we
want to give you the opportunity to consider a modified offer with respect to
a settlement of our proxy contest. Though modified in certain respects, this
offer is substantially similar to the offer you previously rejected. We
request that you consider accepting our modified offer so that we may work
together to determine what is in the best interests of Puroflow and all its
stockholders. The terms of our modified offer are as follows:
1. Steel Partners receives three seats on an expanded seven member Board
of Directors;
2. Steel Partners agrees not to seek, directly or indirectly, to gain
control of Puroflow through a proxy contest or otherwise, for a period of 18
months beginning on the date all parties enter into a formal settlement
agreement concerning all of the terms of this offer;
3. All litigation between us and the other plaintiffs and defendants
is to be terminated, with appropriate releases of all parties; and
4. Puroflow reimburses Steel Partners for documented expenses up to
$50,000 (the amount which you have indicated you have spent to date).
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Even though you rejected our prior offer, we will keep this modified
offer open for you to accept until 5:00 p.m., Eastern time, Wednesday, August
11, 1999. We urge you to accept our modified offer by that date so that the
interests of all stockholders can be protected. If you would like to discuss
our offer, please feel free to contact Daniel Burch of our proxy solicitor,
MacKenzie Partners, at (212) 929-5500.
Very truly yours,
/s/ Reuben M. Siwek
Reuben M. Siwek
Chairman of the Board of Directors
