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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
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/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GREAT LAKES CHEMICAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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April 14, 2000
Institutional Investor
Address
City, State Zip
RE: The City of New York Employees Retirement System (NYCERS)
"Vote-Withhold" Campaign
Dear --------------:
You may have received a communication from The City of New York Employees
Retirement System ("NYCERS") asking you to withhold your vote for Great Lakes
Chemical Corporation's two nominees for the Board of Directors, Martin Hale
and Jay Proops. While we, along with all of our directors, share NYCERS'
frustration with the performance of our stock price, we think this campaign
is misdirected.
In fact, the same proposal NYCERS put forward in 1998 regarding the
classified board is up for a vote again this year. The Board's substantive
response to that proposal is set forth in the proxy statement. Every member
of the Board (all of whom except for the CEO are independent) feels
accountable to the long-term interests of the shareholders. That
accountability is not increased or decreased by the annual election of all
the directors.
Our Board, including the directors renominated this year, want as much as
NYCERS to see the price of the stock increase. The Board chose to embark
Great Lakes on a significant transformation that started with the hiring of
Mark Bulriss as Chief Executive Officer in 1998. While our combined efforts
to transform Great Lakes have not yet been reflected in our stock price, the
entire organization, including the Board, remains focused on growth and
productivity as the primary means of delivering shareholder value. But if the
company is presented with a potential change in control, the Board believes
the company should have the tools to maximize what the shareholders would
receive.
Again, every officer and director of the "new" Great Lakes appreciates and
shares NYCERS' frustration. We believe, however, that it is a mistake to
withhold support for two dedicated, engaged and demanding directors who
continue to voice the best interests of the Great Lakes shareholders. We
encourage you to submit your proxy for the election of Martin Hale and Jay
Proops.
Should you wish to discuss this or any other matter further, please contact
me at 317/715-3027.
Sincerely,
/s/ Jeffrey Potrzebowski
Jeffrey Potrzebowski
Director -- Investor Relations
JP:dw
