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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COINMACH LAUNDRY CORPORATION
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(Name of Registrant as Specified In Its Charter)
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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)(4) 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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Notes:
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SUPPLEMENT TO PROXY STATEMENT
OF COINMACH LAUNDRY CORPORATION
DATED JULY __, 1998
This Supplement (the "Supplement") to the Proxy Statement dated June
19, 1998 (the "Proxy Statement") of Coinmach Laundry Corporation, a Delaware
corporation (the "Company"), is being furnished to the holders (the "Class A
Stockholders") of the Company's Class A common stock, par value $.01 per share
(the "Common Stock") and the holders (the "Class B Stockholders", and
collectively, with the Class A Stockholders, the "Stockholders") of the
Company's Class B common stock, par value $.01 per share (the "Non-Voting Common
Stock"), in connection with the solicitation of proxies by the Board of
Directors and management of the Company for use at the Company's Annual Meeting
of Stockholders (the "Annual Meeting"), to be held on July 28, 1998 and at any
postponements or adjournments thereof.
This Supplement contains information with respect to a new proposal to
be considered and voted upon at the Annual Meeting to amend the Company's Third
Amended and Restated Certificate of Incorporation, as amended, to increase the
number of the Company's authorized Non-Voting Common Stock from 1,000,000 to
10,000,000 shares (the "Charter Amendment Proposal"). The Charter Amendment
Proposal must be approved by the affirmative vote of the holders of a majority
of the outstanding shares of Common Stock and the affirmative vote of the
holders of a majority of the outstanding shares of Non-Voting Common Stock
voting as a separate class.
The following information supplements and should be read in
conjunction with the Proxy Statement. Capitalized terms used but not defined in
this Supplement have the respective meanings ascribed to them in the Proxy
Statement. Please read this Supplement carefully.
The date of this Supplement is July __, 1998. This Supplement is
being mailed to Stockholders on or about July __, 1998.
THE CHARTER AMENDMENT PROPOSAL
The Board of Directors has unanimously adopted a resolution approving
and recommending to the Stockholders for their adoption and approval an
amendment to ARTICLE FOUR of the Company's Third Amended and Restated
Certificate of Incorporation, as amended, which amendment would increase the
number of the Company's authorized Non-Voting Common Stock from 1,000,000 to
10,000,000 shares. The additional shares of Non-Voting Common Stock for which
authorization is sought would be a part of the existing class of Non-Voting
Common Stock, and, if and when issued by the Board of
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Directors in its discretion for any proper corporate purpose, would have the
same rights and privileges as the shares of Non-Voting Common Stock currently
outstanding. These additional shares could be issued without further action by
Stockholders, unless required by applicable law or the rules of any stock
exchange on which such shares may be listed.
The Board of Directors believes that the increase in the number of
shares of authorized Non-Voting Common Stock will be advantageous to the Company
and its Stockholders because it will provide the Company with added flexibility
in executing financings, acquisitions, stock dividends and distributions and
other transactions involving the use of stock, without the expense and delay of
a special Stockholders' meeting for each such issuance.
The Company currently has no commitments or arrangements with respect
to the issuance of any of the proposed additional shares of Non-Voting Common
Stock. However, the Company regularly evaluates its capital structure and,
subject to favorable market conditions and satisfactory terms or arrangements
with potential investors, is considering, among other things, the possibility
of issuing securities, including but not limited to, the issuance of Non-Voting
Common Stock or securities that would be convertible into shares of Non-Voting
Common Stock. There can be no assurance that the Company will determine to
proceed with any such transaction.
Except as required by applicable law, holders of Non-Voting Common
Stock are not entitled to vote in the election of directors or on any other
matters submitted to a vote of Class A Stockholders. Except for (i)
restrictions on voting, (ii) the manner in which dividends are paid, and (iii)
the ability to convert Non-Voting Common Stock into Common Stock, the Non-Voting
Common Stock is identical to the Common Stock. Holders of shares of Non-Voting
Common Stock do not have any preemptive rights.
As of June 5, 1998, 480,648 of the 1,000,000 shares of Non-Voting
Common Stock currently authorized were issued and outstanding and no shares of
Non-Voting Common Stock were reserved for issuance.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION AND APPROVAL
OF THE CHARTER AMENDMENT PROPOSAL.
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PROXIES
Please sign and date the enclosed [blue] proxy card with respect to
the Charter Amendment Proposal and return it promptly in the accompanying
postage-paid envelope. For the convenience of Class A Stockholders, an
additional [white] proxy card relating to the other proposals described in the
Proxy Statement to be considered and voted upon at the Annual Meeting is also
enclosed. In the event that a Class A Stockholder has not yet executed and
delivered a [white] proxy card or, in the event that a Class A Stockholder who
has previously executed and delivered a [white] proxy card desires to change his
or her vote with respect to the other proposals described in the Proxy Statement
after reviewing this Supplement, such Class A Stockholder should complete, date
and sign the enclosed [white] proxy card. Additional proxies and additional
copies of the Proxy Statement may be obtained by any Stockholder by written or
oral request from the Company at Coinmach Laundry Corporation, 55 Lumber Road,
Roslyn, New York 11576, Attention: Secretary, telephone number (516) 484-2300.
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FORM OF FACE OF PROXY
COINMACH LAUNDRY CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
STOCKHOLDER'S PROXY
The undersigned hereby appoints Stephen R. Kerrigan and Robert M. Doyle, or
any one or more of them, each with full power of substitution, the proxy or
proxies of the undersigned to vote the shares of Class A Common Stock of
Coinmach Laundry Corporation which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of Coinmach Laundry
Corporation (the "Company") to be held on Tuesday, July 28, 1998, at 1:00 p.m.
Eastern Standard Time, at The Park Hotel, 2200 Rexford Road, Charlotte, North
Carolina, and at any and all adjournments or postponements thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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FORM OF REVERSE OF PROXY
The shares represented by this proxy, which revokes all prior proxies, will be
voted as directed by the stockholder. If no direction is given, such shares
will be voted "FOR" Item 1.
[ ]
______________________ ____________________
ACCOUNT NUMBER Class A Common Stock
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1
Item 1 - Proposal to amend the Company's Third Amended and
Restated Certificate of Incorporation, as amended, to
increase the number of the authorized Class B Common Stock
from 1,000,000 to 10,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please mark, date and sign your name exactly as it
appears at the left and return promptly in the enclosed
envelope. For joint accounts, each joint owner should
sign. When signing as an attorney, executor,
administrator, trustee, guardian, or other officer of a
corporation, please give your full title as such. If
stock is owned by a partnership or corporation, please
indicate your capacity in signing the proxy.
Date 1998
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Signature
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Signature
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FORM OF FACE OF PROXY
COINMACH LAUNDRY CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
STOCKHOLDER'S PROXY
The undersigned hereby appoints Stephen R. Kerrigan and Robert M. Doyle, or
any one or more of them, each with full power of substitution, the proxy or
proxies of the undersigned to vote the shares of Class B Common Stock of
Coinmach Laundry Corporation which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of Coinmach Laundry
Corporation (the "Company") to be held on Tuesday, July 28, 1998, at 1:00 p.m.
Eastern Standard Time, at The Park Hotel, 2200 Rexford Road, Charlotte, North
Carolina, and at any and all adjournments or postponements thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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FORM OF REVERSE OF PROXY
The shares represented by this proxy, which revokes all prior proxies, will be
voted as directed by the stockholder. If no direction is given, such shares
will be voted "FOR" Item 1.
[ ]
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ACCOUNT NUMBER Class B Common Stock
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1
Item 1 - Proposal to amend the Company's Third Amended and
Restated Certificate of Incorporation, as amended, to
increase the number of the authorized Class B Common Stock
from 1,000,000 to 10,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please mark, date and sign your name exactly as it
appears at the left and return promptly in the enclosed
envelope. For joint accounts, each joint owner should
sign. When signing as an attorney, executor,
administrator, trustee, guardian, or other officer of a
corporation, please give your full title as such. If
stock is owned by a partnership or corporation, please
indicate your capacity in signing the proxy.
Date 1998
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_______________________________________________________
Signature
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Signature
