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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 [_]
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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 Section 240.14a-11(c) or Section 240.14a-12
Lukens Inc.
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(Name of Registrant as Specified In Its Charter)
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Notes:
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April 4, 1997
Dear Lukens Shareholder:
Over the next few weeks, you will vote on two proposals that would
significantly restrict the Board's ability to achieve full value for Lukens'
stock. These proposals would remove important provisions that can help the Board
realize greater shareholder value in the event of a hostile takeover bid. While
the company does not anticipate a takeover offer, it is important you understand
the impact of these proposals on the Board's ability to protect your interests.
PROPOSAL 4 -- STOCKHOLDER RIGHTS AGREEMENT
The Rights Agreement was adopted to protect the interests of shareholders
in the event the company is confronted with coercive or unfair takeover tactics.
RECENT STUDIES HAVE SHOWN THAT DURING CORPORATE ACQUISITIONS COMPANIES WITH
RIGHTS AGREEMENTS HAVE RECEIVED A HIGHER PRICE FOR THEIR SHARES. Our plan is not
intended to prevent an acquisition of the company on terms that are favorable
and fair to all stockholders, and it will not be used for that purpose. Instead,
it is designed to provide an incentive for hostile buyers to negotiate with the
company in good faith. The Rights Agreement simply ensures that any prospective
acquirer makes an offer at a full and fair price. It also will not interfere
with a merger or business transaction that the Board approves as fair and that
recognizes full value to all shareholders.
PROPOSAL 2 -- DECLASSIFIED BOARD PROPOSAL
The current system of electing Directors to three-year terms promotes
continuity and stability in conducting company business. It ensures that
two-thirds of the Board will have had prior experience with the strategies,
policies and performance of the company. Three-year terms also encourage hostile
buyers to negotiate with the Board -- which is in a position to achieve maximum
value for all shareholders. Declassifying the Board weakens its ability to
negotiate favorable takeover terms and makes the company more vulnerable to
efforts that can disrupt the conduct of business.
During the last three years, the Board has been strengthened with the
addition of exceptional business leaders representing several respected
international corporations. I believe our Directors take their responsibilities
just as seriously now as they would if elected to one-year terms.
WHEN YOU RECEIVE YOUR PROXY, I URGE YOU TO VOTE AGAINST SHAREHOLDER
PROPOSALS 2 AND 4. If you already have returned your proxy, and would like to
change your vote, contact William D. Sprague, Lukens' corporate secretary, at
(800) 258-5367.
We appreciate your patience and support as we have positioned our company
to win in tomorrow's global steel markets. Voting against these proposals will
help ensure that your Board retains the tools that maximize shareholder value.
We are dedicated to achieving the long-term success that will benefit all
stakeholders -- our shareholders, employees, customers and communities.
Sincerely,
/s/ R.W. Van Sant
R.W. Van Sant
