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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 10, 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"), 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 authorized shares of the Company's Class B Non-Voting Common Stock
(the "Non-Voting Common Stock") from 1,000,000 shares 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 Non-Voting Common Stock (the "Class B Stockholders"), voting
seperately as a 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 10, 1998. This Supplement is
being mailed to Stockholders on or about July 13, 1998.
THE CHARTER AMENDMENT PROPOSAL
The Board of Directors unanimously adopted a resolution approving and
recommending to the Class A Stockholders and the Class B Stockholders (together,
the "Stockholders") for their adoption and approval an amendment to ARTICLE
FOUR, Section 1 of the Company's Third Amended and Restated Certificate of
Incorporation, as amended. This amendment (the "Charter Amendment") would
increase the number of authorized shares of the Company's Non-Voting Common
Stock from 1,000,000 shares 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 Class B Stockholders have adopted and approved the Charter
Amendment by unanimous written consent. Except in certain circumstances, the
Class B Stockholders ordinarily have no right to vote on any matters to be voted
on by the Class A Stockholders. However, because the Charter Amendment seeks to
increase the number of authorized shares of Non-Voting Common Stock, Section 242
of the Delaware General Corporation Law requires that such Charter Amendment be
approved by the affirmative vote of the holders of a majority of the outstanding
shares of Non-Voting Common Stock.
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. Class B Stockholders 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.
Although the Board has no present intention of doing so, the
Company's authorized but unissued Non-Voting Common Stock could be issued in
one or more transactions that would make more difficult or costly, and less
likely, a takeover of the Company. The Company is not aware of any pending
effort to obtain Control of the Company.
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 proxy card, which includes (i)
the proposals listed on the proxy card mailed previously with the Proxy
Statement and (ii) the Charter Amendment Proposal, and return it promptly in the
accompanying postage-paid envelope. This card contains all the proposals to be
considered and voted upon at the Annual Meeting. Even if you already have
completed and sent in the proxy card previously sent to you, please complete and
send in the enclosed proxy card, as it contains the Charter Amendment Proposal.
The execution and delivery of the enclosed proxy card revokes any previous proxy
card you may have sent in with respect to voting at the Annual Meeting. Please
make sure to complete the enclosed proxy card in its entirety. If you leave
blank a vote on any proposal, such proposal will be voted in accordance with the
instructions on the reverse of the enclosed proxy card. Additional proxy cards
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: Corporate Secretary, Telephone
No. (516) 484-2300.
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COINMACH LAUNDRY CORPORATION
CLASS A COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS - JULY 28, 1998
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 for and in the name of the undersigned, to vote the shares of Class A
Common Stock, par value $.01 per share, of Coinmach Laundry Corporation, a
Delaware corporation (the "Corporation"), that the undersigned would be entitled
to vote if personally present at the 1998 Annual Meeting of Stockholders of the
Corporation to be held at The Park Hotel, 2200 Rexford Road, Charlotte, North
Carolina, on Tuesday, July 28, 1998 at 1:00 P.M., local time, and at any
adjournment thereof, upon the matters described in (i) the Notice of Annual
Meeting of Stockholders and Proxy Statement (the "Proxy Statement"), mailed on
or about June 19, 1998, receipt of which is hereby acknowledged, and (ii) the
accompanying Supplement To Proxy Statement, receipt of which is hereby
acknowledged, subject to any direction indicated on the reverse side of this
card, and upon any other business that may properly come before the meeting or
any adjournment thereof, hereby revoking any proxy hereto executed by the
undersigned to vote at said meeting.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF COINMACH
LAUNDRY CORPORATION AND WILL BE VOTED IN ACCORDANCE WITH THE STOCKHOLDER'S
SPECIFICATIONS HEREON. IN THE ABSENCE OF ANY SUCH SPECIFICATION, THE PROXY WILL
BE VOTED "FOR" THE ELECTION OF DIRECTORS, "FOR" APPROVAL OF THE ADOPTION OF THE
1998 EMPLOYEE STOCK PURCHASE PLAN, "FOR" THE RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS, AND "FOR" APPROVAL OF THE PROPOSAL
TO AMEND THE CORPORATION'S THIRD AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF THE CORPORATION'S AUTHORIZED CLASS B
NON-VOTING COMMON STOCK, PAR VALUE $.01 PER SHARE, FROM 1,000,000 SHARES TO
10,000,000 SHARES.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE.
COINMACH LAUNDRY CORPORATION
P.O. BOX 11415
NEW YORK, NY 10203-0415
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The Board of Directors of COINMACH LAUNDRY CORPORATION recommends a vote FOR
Proposals 1, 2, 3 and 4.
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1. Election of Directors: FOR all nominees WITHHOLD AUTHORITY to vote FOR all nominees except
listed below [ ] for all nominees listed below [ ] as noted below [ ]
Nominees: Dr. Arthur Laffer, Stephen G. Cerri and James N. Chapman
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, MARK THE "FOR ALL NOMINEES EXCEPT AS LISTED BELOW" BOX AND
WRITE THE NAME/S OF THAT/THOSE NOMINEE/S IN THE SPACE PROVIDED BELOW.)
Exception/s:___________________________________________________ In his discretion, either of the Proxies is authorized
to vote and otherwise represent the shares upon such other
business as may properly come before the meeting or any
2. Approval of the adoption of the 1998 Employee Stock Purchase adjournment(s) or postponement(s) thereof.
Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ] [ ] Mark here if you plan to attend the meeting.
3. Ratification of appointment of Ernst & Young LLP as the Change of Address and/or
Corporation's independent auditors for the year ending Comments Mark Here [ ]
March 31, 1999
NOTE: Please date and sign this proxy exactly
FOR [ ] AGAINST [ ] ABSTAIN [ ] as your name appears hereon. In case of joint
owners, each joint owner should sign. When signing
in a fiduciary or representative capacity, please
4. Approval of proposal to amend the Corporation's third give your full title. If the proxy is submitted by a
amended and restated certificate of incorporation to corporation or partnership, it should be executed in
increase the number of the Corporation's authorized the full corporation or partnership name by a duly
Class B Non-Voting Common Stock, par value $.01 per authorized person.
share, from 1,000,000 shares to 10,000,000 shares.
DATED:___________________________, 1998
FOR [ ] AGAINST [ ] ABSTAIN [ ]
_______________________________________
SIGNATURE
_______________________________________
SIGNATURE
VOTES MUST BE INDICATED IN BLACK OR BLUE INK. FOR
EACH PROPOSAL, MARK "X" IN ONLY ONE BOX.
(PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.)
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