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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
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[ ] 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
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THE LINCOLN ELECTRIC COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FREDERICK G. STUEBER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(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: Not
Applicable
(2) Aggregate number of securities to which transaction applies: Not
Applicable
(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): Not
Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not Applicable
[ ] 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: Not Applicable
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
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MATERIALS POSTED ON EMPLOYER'S PREMISES
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PLEASE POST: May 9, 1997
To: All Employees
Re: Class B Common Share Reclassification
We have received several inquiries regarding the Class B Common Share
Reclassification, as proposed and described in the Proxy and Voting Direction
Statements now circulating for the upcoming annual meeting. We are making the
following assistance available to you:
1. Individuals with questions should call the toll-free
shareholder services line at 1-888-805-6304. If the question
cannot be answered directly at that time, a follow up call
will be made to you.
2. Here is a Q&A which we believe answers those questions raised
so far:
Q. Why is the reclassification being proposed?
A. The reclassification will simplify Lincoln Electric's
capital structure. It will also provide all
shareholders the opportunity to share in market value
rather than book value stock. In addition, it
facilitates the merger of the ESOP into the 401(k)
plan and saves the Company the costs and expenses of
the ESOP.
Q. How was the conversion formula determined?
A. Lincoln Electric Management recommended the
conversion formula. Management took into account
views of outside advisors, views of internal
specialists and the expected trading range of our
public stock. The Lincoln Board of Directors
approved Management's recommendation.
Q. Why isn't the conversion ratio one for one? Why
can't the Company just lift the restriction?
A. This would not be fair to the other holders of
24,325,909 Lincoln shares. The Company has the right
to buy ESOP shares (now $16.00) upon the occurrence
of certain events and is obligated by the corporate
charter to pay adjusted book value. Because merely
lifting the restrictions could hurt the current value
of the other shareholders, the Company must balance
these various interests in determining a conversion
rate. The Company has to be fair to all shareholders.
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Q. When will the merger of the ESOP and 401(k) occur
assuming the proposal passes?
A. As soon as possible, but probably within one month.
Q. What if an employee does not participate in the
401(k) voluntarily?
A. When the plans are merged, employees will
automatically have ESOP accounts established in the
401(k) plan.
Q. What happens if the proposal is rejected?
A. The Company intends to continue its practice of
repurchasing the ESOP shares at book value as they
become available. The merger of the ESOP into the
401(k) will not occur, the Company will continue to
pay the costs and expenses of maintaining the ESOP
class, and will consider the issue to be closed. Last
year those costs and expenses totaled about $70,000.
John M. Stropki
Executive Vice President
President, North America
Removal date: 05/27/97
No.
