[LETTERHEAD OF GENERAL MAGNAPLATE CORPORATION]
October 16, 1998
Dear Shareholders:
Attached with this letter is a supplement to the Proxy Statement dated
October 2, 1998, which you have previously received. Although the Proxy
Statement references a proposed amendment to the Company's Certificate of
Incorporation, the detailed discussion of this proposal was inadvertently
deleted from the Proxy Statement. This Proxy Statement Supplement contains the
more detailed discussion of the proposal.
This supplemental information does not change the date or time of the
Company's Annual Meeting, which will still be held on November 4, 1998. Any
shareholder previously submitting an executed proxy still has the right to
revoke that proxy by submitting a later dated proxy after receiving the Proxy
Statement Supplement, or by voting in person at the Company's Annual meeting.
We apologize for any confusion or delay which this error may have
caused you, and look forward to seeing you at the annual meeting.
Sincerely,
GENERAL MAGNAPLATE CORPORATION
Charles P. Covino, Chairman,
Board of Directors and Chief Executive Officer
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SUPPLEMENT TO PROXY STATEMENT
DATED OCTOBER 2, 1998
PROPOSAL 3. APPROVAL OF AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
The Board of Directors has approved and recommends that the
stockholders adopt an amendment to the Company's Certificate of Incorporation
which would increase the number of authorized shares of common stock, no par
value from 5,000,000 to 20,000,000 (the "Authorized Stock Amendment").
Currently, the Company has 4,918,794 shares of common stock
outstanding. Therefore, if the Authorized Stock Amendment is not adopted, the
Company will have no shares available for future capital raising needs,
potential acquisitions or other corporate purposes.
The Board believes that the increased number of authorized shares of
common stock contemplated by the Authorized Stock Amendment is desirable to make
additional unreserved shares of common stock available for issuance or
reservation without further stockholder authorization, except as may be required
by law or by the rules of the NASDAQ. Authorizing the Company to issue more
shares than currently authorized by the Certificate of Incorporation will not
affect materially any substantive rights, powers or privileges of holders of
shares of common stock. However, the Board believes that having such additional
shares authorized and available for issuance or reservation will allow the
Company to have greater flexibility in considering potential future actions
involving the issuance of stock, including stock dividends or splits. The Board
has no current plans to effect such potential actions. The Company has no plans
or other existing or proposed agreements or understandings to issue, or reserve
for future issuance, any of the additional shares of common stock which would be
authorized by the Authorized Stock Amendment.
The Authorized Stock Amendment is not being advanced as a result of any
known effort by any party to accumulate shares of common stock or to obtain
control of the Company.
In order for the Authorized Stock Amendment to be approved, the
affirmative vote of a majority of the shares of common stock entitled to be cast
at the Annual Meeting is required.
Unless marked to the contrary, the shares represented by the enclosed
proxy card, if executed and returned, will be voted "FOR" approval of the
Authorized Stock Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AUTHORIZED
STOCK AMENDMENT.
