<PAGE>
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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PUROFLOW INCORPORATED
REUBEN M. SIWEK, ESQ.
MICHAEL H. FIGOFF
ROBERT A. SMITH
DR. TRACY KENT PUGMIRE
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- ---------------
PUROFLOW 16559 Saticoy Street, Van Nuys, CA 91406
INCORPORATED (818) 756-1388 FAX (818) 779-3902
- ---------------
FOR IMMEDIATE RELEASE
CONTACT:
Michael H. Figoff
President and CEO
Puroflow Incorporated
(818) 756-1388
PUROFLOW TO HOLD 1999 ANNUAL MEETING ON OCTOBER 13.
OFFERS THREE SEATS ON EXPANDED SEVEN MEMBER BOARD TO STEEL PARTNERS.
VAN NUYS, CA, August 4, 1999 -- Puroflow, Inc. (OTC Bulletin Board: PURO)
announced today that its Board of Directors has set Wednesday, October 13 as
the date for the Company's 1999 Annual Meeting of Stockholders. The record
date will be Monday, August 30.
Michael H. Figoff, President and Chief Executive Officer of Puroflow, said,
"The delay in setting the date for our 1999 annual meeting was the result of
trying to negotiate a reasonable compromise with Steel Partners, which has
threatened a proxy contest to replace the Puroflow Board. These negotiations
appear to have been unsuccessful."
However, in our continuing attempts to avoid a costly and disruptive proxy
contest, we made a revised offer to Steel Partners that included, among
other things, expanding the Board to seven members, with four seats being
filled by Puroflow's current Board and three seats being filled by
representatives of Steel Partners. While Steel Partners previously rejected
a substantially similar offer, we will leave the revised offer open for them
to accept until 5:00 p.m., Eastern time, Wednesday, August 11, 1999.
Since 1961, Puroflow has designed and manufactured state-of-the-art,
precision filtration products for critical applications, including the
automobile airbag business. The Company is a leading supplier of aftermarket
products used in jet aircraft, turboshaft powered aircraft and helicopters
and is a leading supplier for U.S. Space Applications.
# # #
<PAGE>
PARTICIPANT INFORMATION
In compliance with the rules and regulations promulgated by the Securities
and Exchange Commission, the following information is being furnished with
respect to Puroflow's nominees for election as directors at the 1999 Annual
Meeting of Stockholders.
1. MICHAEL H. FIGOFF. Mr. Figoff serves as the President and Chief
Executive Officer of the Company, after joining the Company in November 1988.
Mr. Figoff has more than 30 years of experience in the marketing and
manufacture of aerospace and defense-related products. As of the date
hereof, Mr. Figoff beneficially owns 365,000 shares of Puroflow common stock
including the right to purchase 55,000 shares pursuant to stock options. Mr.
Figoff's 365,000 shares also includes 8,000 shares owned by Mr. Figoff's wife
with respect to which he disclaims beneficial ownership.
2. REUBEN M. SIWEK. Mr. Siwek serves as Chairman of the Board of Directors
of the Company and as its General Counsel. He has practiced law in the state
of New York for more than 48 years. Mr. Siwek beneficially owns 576,250
shares of Puroflow common stock including options to purchase 50,000 shares.
Mr. Siwek's 576,250 shares also includes 70,000 shares owned by Mr. Siwek's
wife with respect to which he disclaims beneficial ownership.
3. DR. TRACY KENT PUGMIRE. Dr. Pugmire serves as a member of the Board of
Directors of the Company and on the board's audit committee. He is an
independent aerospace consultant and representative. He is currently
involved with design and fabrication activities on the X-33 and X-34 rocket
vehicles. Dr. Pugmire beneficially owns 40,000 shares of Puroflow common
stock including the right to purchase 19,000 shares pursuant to stock options.
4. ROBERT A. SMITH. Mr. Smith currently serves as Vice Chairman of the
Board of Directors of the Company. He also serves as President of
Microsource Incorporated, a company engaged in the manufacturing of microwave
signal generation equipment to the defense, telecommunications and
instrument/test industries. Mr. Smith has extensive engineering, marketing
and management experience in the filter industry. Mr. Smith beneficially
owns 250,000 shares of Puroflow common stock including the right to purchase
40,000 shares pursuant to stock options.
# # #
