SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
CMP GROUP, INC.
(Name of Registrant as Specified in Its Articles of Incorporation)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] 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: Shares of common stock, par value $5.00 per share, of
CMP Group, Inc.
(2) Aggregate number of securities to which transaction applies:
32,930,215 shares.
(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): The filing fee of $194,289 has been
calculated in accordance with Rule 0-11(a)(4) and (c)(1) under
the Exchange Act and is equal to 1/50 of 1% of $971,441,343
(which is the product of 32,930,215 (the number of shares of
CMP Group common stock to be exchanged in the merger) and
$29.50 (the per share consideration)).
(4) Proposed maximum aggregate value of transaction: $971,441,343
(5) Total fee paid: $194,289
[X] 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>
[CMP GROUP LOGO]
September 22, 1999
Dear Shareholder:
A REMINDER
----------
Your vote as a CMP Group, Inc. shareholder matters! We have previously sent you
proxy material in connection with the Special Meeting of Shareholders to be held
on October 7, 1999. According to our latest records, we have not yet received
your proxy card.
The time before the meeting is short. Your signed and dated proxy card will be
helpful whether you hold a large or small number of shares.
A proxy card and return envelope are enclosed for your use. If you need an
additional copy of the proxy statement, please call CMP Group's shareholder
services representative at EquiServe at 1-800-736-3001 or your broker. Please
sign and date the proxy card and return it in the enclosed envelope as soon as
possible so that your vote can be counted.
Thank you for your cooperation.
PLEASE ACT PROMPTLY
DAVID T. FLANAGAN
President and Chief Executive Officer
CMP Group, Inc.
