<PAGE> 1
===============================================================================
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
(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 section 240.14a-11(c) or section 240.14a-12
THE LINCOLN ELECTRIC COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:........
.......................................................................
(2) Aggregate number of securities to which transaction applies:...........
.......................................................................
(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):.............
(4) Proposed maximum aggregate value of transaction:.......................
.......................................................................
(5) Total fee paid:........................................................
.......................................................................
[ ] 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> 2
[LINCOLN ELECTRIC(R) LOGO]
THE LINCOLN ELECTRIC COMPANY
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199 U.S.A.
(216) 481-8100
Direct Dial (216) 383-2890
May 6, 1998
TO: Lincoln Electric Shareholders
We want to remind you that the Reorganization proposal included in the Proxy
Statement for the upcoming Annual Meeting of Shareholders -- May 19, 1998 --
requires approval by holders of Lincoln Class A (LECOA) as well as holders of
Lincoln Common Stock (LECO). What's more, a non-vote is considered a "no" vote.
So, no matter which class of stock you hold, your vote does count, and it is
important that you return your proxy cards as soon as possible.
Enclosed for use if need be is another copy of your proxy card(s). If you have
any questions, please call either Loretta Sirna at Lincoln -- (216) 383-2206 --
or contact Laura Kress at our transfer agent, Harris Trust and Savings Bank,
(216) 263-3639.
YOU MAY FAX YOUR VOTED CARDS DIRECTLY TO:
Laura Kress 216/263-3617
ALTERNATIVELY, YOU MAY RETURN THEM IN THE ENVELOPE PROVIDED OR MAIL
THEM TO:
Harris Trust and Savings Bank
311 West Monroe Street
14th floor
Chicago, IL 60690-9312
Attn: Shareholder Communication Dept.
Again, it's important to return your proxy card, because failure to return the
card for your Class A Common Shares or Common Shares will count as a "no"
vote.
Sincerely,
/s/ Frederick G. Stueber
Frederick G. Stueber
Senior Vice President,
General Counsel and Secretary
FGS:bs
WORLD'S LEADER IN WELDING AND CUTTING PRODUCTS
PREMIER MANUFACTURER OF INDUSTRIAL MOTORS
<PAGE> 3
IMPORTANT INFORMATION
for
SHAREHOLDER/EMPLOYEES
---------------------
- - By now you've received your proxy materials for the upcoming
shareholders meeting. A main issue for the meeting is the proposed
reorganization of the Company, which would result in the formation of
a holding company, a 2-for-1 stock split, and conversion of shares to a
single-class of voting stock.
- - REMEMBER, both voting AND non-voting shareholders must approve the
reorganization/stock split for it to be adopted.
- - Two-thirds of each class must vote in favor of the
reorganization/stock split for it to happen.
- - As an employee, PLEASE VOTE ALL YOUR SHARES. Make sure you vote your
401(k) plan shares as well as those you hold in your own name.
- - It's important that you send in ALL your proxy cards. Not sending in a
card is the same as voting NO on these issues.
<PAGE> 4
SHAREHOLDER/EMPLOYEES
---------------------
- - If you need a replacement proxy card, please call either Loretta Sirna at
Lincoln -- (216) 383-2206 -- or contact Laura Kress at our transfer agent,
Harris Trust and Savings Bank, (216) 263-3639.
- - YOU MAY FAX YOUR VOTED CARDS DIRECTLY TO:
Laura Kress (216) 263-3617
- - ALTERNATIVELY, YOU MAY RETURN THEM IN THE ENVELOPE PROVIDED OR MAIL THEM
TO:
Harris Trust and Savings Bank
311 West Monroe Street
14th floor
Chicago, IL 60690-9312
Attn: Shareholder Communication Dept.
