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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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Pacer Technology
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not 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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(4) Date Filed:
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[PACER TECHNOLOGY LETTERHEAD]
November 10, 1999
AN OPEN LETTER TO SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS:
Only one week remains until our Annual Meeting of Shareholders takes place.
Your are faced with an important decision that, potentially, will have a long
term impact on your investment in Pacer: You can vote to retain the current
Board of Directors and, by that means, demonstrate your support for the new
management team that is focused on building a new Pacer Technology by
implementing new business initiatives designed to grow Pacer, improve its
profitability and increase shareholder value. Or, you can vote to bring back the
failed management team of Munn, Bloom and Cavazos, led by Geoffrey Tirman, who
has been unable to articulate any new ideas for improving Pacer and, therefore,
has chosen to focus, NOT on building a new Pacer, but rather on dredging up past
history.
We know that many of you are unhappy about Pacer's past performance and we
understand why you feel this way. HOWEVER, BRINGING BACK THE FAILED MANAGEMENT
TEAM OF MUNN, BLOOM AND CAVAZOS, AND UNDERMINING THE PROGRESS THAT IS BEING MADE
BY OUR NEW MANAGEMENT TEAM IS NOT THE SOLUTION. We believe this is demonstrated
by the recent significant improvement in our operating results and profitability
that we were able to achieve once Munn, Bloom and Cavazos departed the scene and
our new management team was permitted to implement their business initiatives.
IT'S REALLY VERY SIMPLE. YOU CAN VOTE TO SUPPORT THE EFFORTS AND
INITIATIVES OF YOUR NEW MANAGEMENT TEAM THAT IS FOCUSED ON IMPROVING PACER'S
PERFORMANCE AND BUILDING VALUE FOR THE SHAREHOLDERS, BY SIGNING AND RETURNING
THE WHITE PROXY CARD. OR, YOU CAN VOTE FOR TIRMAN AND HIS NOMINEES AND BRING
BACK THE PAST AND THE FAILED MANAGEMENT TEAM.
REMEMBER:
- Tirman tells you that he and his nominees will place your interests first
and that your Board of Directors does not. However, in deciding whether
Tirman is telling you the truth about putting your interests first, it is
important for you to consider that:
- Tirman offered "to sell you out" by abandoning the proxy contest, if
we would just pay him $2.00 per share in cash for his shares. What's
more, he has never denied making this proposal.
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- Tirman criticizes the Board's rejection of the $1.95 offer from
Swander Pace, which was based on the Board's considered belief that
the offer was inadequate. However, Tirman is unwilling to tell you
that he advised the Board that he too believed that the $1.95 price
was inadequate.
- Tirman tells you that he and his nominees have the skills and commitment
to improve Pacer's profitability and share value. But the record of
performance -- or, rather, non-performance -- of his slate of candidates
indicates that this is not true.
- As Tirman admits in his proxy materials, while Munn, Bloom and
Cavazos were running Pacer, Pacer's stock price declined by 11%.
- Munn told the Board, as recently as February of this year, that his
management team was at a loss as what actions it could take to
improve the price of Pacer's shares.
- The Munn led management team recommended to the Board that Pacer pay
more than $15 million and borrow heavily to acquire Cook Bates. The
Board rejected that proposal and, as a result of its actions, Pacer
was ultimately able to acquire Cook Bates for $5.6 million, or about
one-third of what Munn and his management team wanted to pay for it.
- Since March of this year, Munn and Cavazos have sold a total of more
than 560,000 of their Pacer shares, which placed downward pressure on
Pacer's share price.
- During their tenure on the Board, neither Tirman nor Merriman presented a
single substantive proposal for improving Pacer's profitability or share
price performance. Now, at the very time that the new management team is
achieving significant improvements in Pacer's operating results, all
without any help from Tirman or Merriman, Tirman is threatening to fire
at least certain (unidentified) members of the new management team.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. WE
URGE YOU TO MARK, SIGN, DATE AND RETURN THE WHITE PROXY CARD.
WE ALSO URGE YOU TO DISCARD, AND NOT TO SIGN, ANY PROXY CARD SENT TO YOU BY
TIRMAN OR HIS COMMITTEE. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY
BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE
ANNUAL MEETING TO MACKENZIE PARTNERS, INC. OR TO THE SECRETARY OF PACER
TECHNOLOGY OR BY VOTING IN PERSON AT THE ANNUAL MEETING. ONLY YOUR LATEST DATED
PROXY WILL COUNT AT THE ANNUAL MEETING.
IMPORTANT -- IF YOU VOTE TIRMAN'S GREEN PROXY CARD OR FAIL TO VOTE THE
WHITE PROXY CARD, YOU WILL BE HELPING TIRMAN AND THE FAILED MANAGEMENT TEAM OF
MUNN, BLOOM AND CAVAZOS, TAKE CONTROL OF PACER AND UNDERMINE THE MOMENTUM AND
PROGRESS
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MADE BY OUR NEW MANAGEMENT TEAM. BY CONTRAST, IF YOU DO SIGN AND RETURN THE
WHITE PROXY CARD, AT LEAST TWO OF TIRMAN'S NOMINEES WILL STILL BE ELECTED TO THE
BOARD. AS A RESULT, VOTING THE WHITE PROXY CARD PROVIDES A REASONABLE COMPROMISE
FOR THOSE OF YOU THAT MAY WANT TO SEND A MESSAGE TO THE BOARD AND AT THE SAME
TIME ENCOURAGE YOUR NEW MANAGEMENT TEAM TO CONTINUE IT NEW BUSINESS INITIATIVES.
Thank you for your support and please feel free to contact any of us at
(800) 538-3091 if you have any questions or any suggestions. We look forward to
seeing you at the Annual Meeting.
Sincerely,
/s/ Tom Nightingale /s/ Roger Vanderlaan /s/ Laurence Huff
TOM NIGHTINGALE ROGER VANDERLAAN LAURENCE HUFF
/s/ James Gallagher /s/ Amanda Searcy
JAMES GALLAGHER AMANDA SEARCY
IMPORTANT
IF YOUR SHARES ARE HELD BY A BROKERAGE FIRM OR BANK, ONLY YOUR BROKER OR
BANK CAN VOTE ON YOUR BEHALF. IF YOU DO NOT GIVE YOUR BROKER OR BANK SPECIFIC
INSTRUCTIONS, YOUR SHARES WILL NOT BE VOTED AT THIS YEAR'S ANNUAL MEETING.
PLEASE CONTACT YOUR BROKER OR BANK AND INSTRUCT THEN TO VOTE A WHITE PROXY
TODAY ON YOUR BEHALF AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IF YOU HAVE SENT A GREEN PROXY CARD TO THE TIRMAN-LED PACER SHAREHOLDER
COMMITTEE, YOU HAVE THE RIGHT TO REVOKE IT BY SIGNING, DATING AND MAILING THE
ENCLOSED WHITE PROXY CARD OR BY INSTRUCTING YOUR BROKER OR BANK TO VOTE A WHITE
PROXY TODAY ON YOUR BEHALF, AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE COMPLETING THE WHITE PROXY
CARD OR CONTACTING YOUR BROKER, PLEASE CALL OUR SOLICITORS: MACKENZIE PARTNERS,
INC., TOLL-FREE, AT 1-800-322-2885.
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Pacer is soliciting proxies for the election of W. T. Nightingale, III,
Carl E. Hathaway, John G. Hockin II, and Larry K. Reynolds at the Annual Meeting
of Shareholders to be held on November 16, 1999 and may solicit revocations of
any proxies delivered to Tirman's Committee. Pacer and the following individuals
may be deemed to be "participants" in this solicitation of proxies: W. T.
Nightingale, III, Carl E. Hathaway, John G. Hockin II, Larry K. Reynolds, James
F. Gallagher, Roger R. Vanderlaan, Laurence Huff DeVere McGuffin and Amanda
Searcy. As of September 27, 1999, those individuals beneficially owned, in the
aggregate, 2,862,090 shares of Pacer Common Stock (inclusive of options to
purchase shares of Common Stock that were exercisable as of that date or were to
become exercisable within 60 days thereafter).
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