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[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
MAXXAM INC.
- ----------------------------------------------------------------
- -
(Name of Registrant as Specified in Its Charter)
THE COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
- ----------------------------------------------------------------
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if other than the Registrant)
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<PAGE>
COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
6008 COLLEGE AVENUE, SUITE 10
OAKLAND, CA 94618
TEL: 510-658-0702 FAX: 510-658-0732
FOR IMMEDIATE RELEASE April 5,
1999
Contact: Scott Adams, 510-658-0702
MAXXAM SHAREHOLDERS NOMINATE
INDEPENDENT DIRECTOR SLATE
INVESTORS, ORGANIZED LABOR AND ENVIRONMENTALISTS JOINT
FORCES
TO SUPPORT FORMER U.S. SENATOR HOWARD METZENBAUM AND FORMER
FEDERAL JUDGE ABNER MIKVA FOR BOARD
OAKLAND, CA --Citing the need for fresh, independent leadership
at Maxxam Inc., a group of investors, including the New York
State Common Retirement Fund, Alan Kahn (of Kahn Brothers &
Company, Inc.), the United Steelworkers of America and The Rose
Foundation for Communities & the Environment, nominated former
Senator Howard Metzenbaum and former Federal Judge Abner Mikva
for the Maxxam Board of Directors. Of the five member board of
directors, Metzenbaum and Mikva are running for the two seats
elected solely by common shareholders.
The California Public Employees' Retirement System (CalPERS),
the
third largest independent institutional investor with 229,800
shares amounting to over 3% of all shares, threw their support
behind the Metzenbaum/Mikva slate.
Maxxam is tightly run by CEO and Chairman Charles Hurwitz, who
controls 38% of the company's seven million common shares. In
1997, Business Week ranked Maxxam's board 10th on its list of
"The Worst Board of Directors"calling it a tiny board with
little
business experience dominated by its CEO. In the last 5 years,
Maxxam has performed well below the NASDAQ and S&P 500 indexes
with its share's assets valued at roughly half of Wall Street
estimates.
INVESTORS HAVE REASONS TO QUESTION HURWITZ' LEADERSHIP FOR
MAXXAM:
- -- THE $380 MILLION HEADWATERS DEAL HASN'T ENDED THE
CONTROVERSY
SURROUNDING MAXXAM'S TIMBER SUBSIDIARY, PACIFIC LUMBER.
PACIFIC LUMBER LOST ITS LICENSE TWICE IN 1997-98. A
CALIFOR-
NIA COURT RECENTLY THREW OUT TWO NEW TIMBER PLANS.
"We believe that the ongoing timber controversies hurt Maxxam's
stock performance," noted Rose Foundation President Jill
Ratner.
"We hope Senator Metzenbaum and Judge Mikva will consider the
financial benefits of environmental compliance and the long term
value of sustainable forestry."
"The $380 million Headwaters deal has not resulted in the bounce
in Maxxam's stock price that many investors expected. Analysts
say that the stock is undervalued." Ratner added, "We are
disturbed by reports in Barron's and Forbes that some of
Maxxam's
largest and most savvy investors fear that Mr. Hurwitz could
keep
the stock price down and use the Headwaters cash to take the
company private as cheaply as possible."
- -- FEDERAL BANKING REGULATORS ARE SEEKING $750 MILLION IN
COMPENSATION FOR THE $1.6 BILLION
<PAGE>
TAXPAYER BAILOUT OF UNITED
SAVINGS ASSOCIATION OF TEXAS, A SAVINGS AND LOAN MAXXAM
ALLEGEDLY CONTROLLED. LEGAL FEES ALONE IN U.S. TREASURY
RELATED LITIGATION HAVE COST THE COMPANY $40 MILLION.
- -- AFTER A DELAWARE COURT AGREED WITH SHAREHOLDER LITIGANTS
THAT HURWITZ HAD ENGAGED IN SELF DEALING, A $20 MILLION
SETTLEMENT WAS REACHED IN 1997.
"As the 1997 settlement of our shareholder litigation showed,
public shareholders at Maxxam need independent board representa
tion to assure that no self dealing incidents occur in the
future. I am honored to nominate Senator Metzenbaum and Judge
Mikva who, as directors, are eminently qualified for this role,"
stated private investor Alan Kahn, who was a plaintiff in the
Delaware suit.
- -- 2,900 WORKERS AT MAXXAM'S KAISER ALUMINUM AND CHEMICAL
CORPORATION SUBSIDIARY WENT ON STRIKE ON SEPTEMBER 30, 1998
AND SINCE JANUARY 14, 1999 HAVE BEEN LOCKED OUT OF FIVE
PLANTS LOCATED IN TACOMA AND SPOKANE, WA, GRAMERCY, LA AND
NEWARK, OH.
"Kaiser's disastrous and avoidable labor dispute cost the company
over $50 million for the last quarter of 1998," stated David
Foster, District 11 Director with the United Steelworkers of
America. "Since August, 1998 Kaiser's stock value tumbled 40%
while the stock values of its chief competitors, Alcoa and
Reynolds, rose by approximately 9.5%. We believe Senator M
etzenbaum's corporate board experience and Judge Mikva's exper
tise in dispute resolution bring the skills and integrity needed
to represent the best interests of shareholders."
Scott Adams, Communications Director for the Committee of Con
cerned Maxxam Shareholders, points to the CalPERS endorsement as
a sign of growing investor support. "Our effort to bring an
independent voice to the board is gaining momentum. Maxxam's
common shareholders are disappointed with the company's financial
performance and want its practices of confrontation and conflict
to end."
Howard Metzenbaum, a businessman and former U.S. Senator from
Ohio (1977-94), has a solid background serving on corporate
boards. He was co-founder and chairman of the board of Airport
Parking Company of America (APCOA), chairman of the board of ITT
Consumer Services Corporation and ComCorp., and served on the
boards of Dart Group, Shoppers Warehouse, Trak Auto, Society
National Bank and Capital National Bank.
Abner Mikva was a Member of Congress from Illinois (1969-73,
1975-79) and was appointed to the U.S. Court of Appeals for the
DC Circuit in 1979, serving as Chief Judge from 1991-94. He
served as White House Counsel in 1994-95 and currently works in
mediation and arbitration for Jams/Endispute, a dispute resolu
tion firm.
###
The following may be deemed to be "participants" in this
solicitation: The Rose Foundation for Communities and the
Environment, which owns 50 shares of Maxxam common stock; Jill
Ratner and Thomas W. Little, the Rose Foundation's president and
executive director, who own 90 shares of Maxxam common stock as
tenants in common; and the United Steelworkers of America, which
owns 1000 shares of Maxxam common stock. They also constitute
the members of the Committee of Concerned Maxxam Shareholders.
<PAGE>
COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
6008 COLLEGE AVENUE, SUITE 10
OAKLAND, CA 94618
Tel: 510-658-0702 Fax: 510-658-0732
FOR IMMEDIATE RELEASE March 30, 1999
Contact: Scott Adams: 510-658-0702
MAXXAM SHAREHOLDERS NOMINATE
INDEPENDENT DIRECTOR SLATE
WALL STREET INVESTORS, ORGANIZED LABOR AND ENVIRONMENTALISTS
JOIN FORCES TO SUPPORT FORMER U.S. SENATOR HOWARD
METZENBAUM AND FORMER FEDERAL JUDGE ABNER MIKVA FOR BOARD
OAKLAND, CA--Citing the need for fresh, independent leadership at
Maxxam Inc., a group of investors, including New York Sate Common
Retirement Fund, Alan Kahn (Kahn Brothers & Company, Inc.),
United Steelworkers of America and The Rose Foundation for
Communities & the Environment, nominated former Senator Howard
Metzenbaum and former Federal Judge Abner Mikva for the Maxxam
Board of Directors. Of the five board of directors, Metzenbaum
and Mikva are running for the two seats elected by common share
holders.
The California Public Employees' Retirement System (CalPERS), the
third largest independent institutional investor, with 229,800
shares amounting to over 3% of all shares, threw their support
behind the Metzenbaum/Mikva slate.
Maxxam is tightly run by CEO and Chairman Charles Hurwitz, who
controls 38% of the company's seven million common shares. In
1997, Business Week named Maxxam's board the 10th worst in the
nation, calling it a tiny board dominated by its CEO. In the
last 5 years, Maxxam has performed well below the NASDAQ and S&P
500 indexes with its share's asserts valued at roughly half of
Wall Street estimates.
INVESTORS HAVE REASONS TO QUESTION HURWITZ' LEADERSHIP FOR
MAXXAM:
- -- THE $380 MILLION HEADWATERS DEAL HASN'T ENDED THE CONTROVERSY
SURROUNDING MAXXAM'S TIMBER SUBSIDIARY, PACIFIC LUMBER. PACIFIC
LUMBER LOST ITS LICENSE TWICE IN 1997-1998. A CALIFORNIA COURT
RECENTLY THREW OUT TWO NEW TIMBER PLANS.
"We believe that the ongoing timber controversies hurt Maxxam's
stock performance," noted Rose Foundation President Jill Ratner.
"We hope Senator Metzenbaum and Judge Mikva will consider the
financial benefits
<PAGE>
of environmental compliance and the long term value of sustain
able forestry."
"The $380 million Headwaters deal has not resulted in the bounce
in Maxxam's stock price that many investors expected. Analysts
say that the stock is undervalued," Ratner added. "We are
disturbed by reports in Barron's and Forbe's that some of
Maxxam's largest and most savvy investors fear that Mr. Hurwitz
wants to keep the stock price down and use the Headwaters cash to
take the company private."
- -- FEDERAL BANKING REGULATORS ARE SEEKING $750 MILLION IN COMPEN
SATION FOR THE $1.6 BILLION TAXPAYER BAILOUT OF UNITED SAVINGS
ASSOCIATION OF TEXAS, A SAVINGS AND LOAN MAXXAM ALLEGEDLY CON
TROLLED. LEGAL FEES ALONG IN U.S. TREASURY RELATED LITIGATION
HAVE COST THE COMPANY $40 MILLION.
- -- AFTER A DELAWARE COURT AGREED WITH SHAREHOLDER LITIGANTS THAT
HURWITZ HAD ENGAGED IN SELF DEALING, A $20 MILLION SETTLEMENT WAS
REACHED IN 1997.
"As the 1997 settlement of our shareholder litigation showed,
public shareholders at Maxxam need independent board representa
tion to assure that no self dealing incidents occur in the
future. I am honored to nominate Senator Metzenbaum and Judge
Mikva who, as directors, are eminently qualified for this role,"
stated private investor Alan Kahn, who was a plaintiff in the
Delaware suit.
- -- 2,900 WORKERS AT MAXXAM'S KAISER ALUMINUM SUBSIDIARY WENT ON
STRIKE ON SEPTEMBER 30, 1998 AND SINCE JANUARY 14, 1999 HAVE BEEN
LOCKED OUT OF FIVE PLANTS LOCATED IN WASHINGTON, LOUISIANA AND
OHIO.
"Kaiser's disastrous and avoidable labor dispute cost the company
over $50 million for the last quarter of 1998, resulting in a 40%
decline in stock value," stated David Foster, District 11 Direc
tor with the United Steelworkers of America. "Meanwhile, the
stock values of Kaiser's chief competitors, Alcoa and Reynolds,
rose by approximately 9.5%. We believe Senator Metzenbaum's
corporate board experience and Judge Mikva's expertise in dispute
resolution bring the skills and integrity needed to represent the
best interests of shareholders."
Scott Adams, Communications Director for the Committee of Con
cerned Maxxam Shareholders, points to the CalPERS endorsement as
a sign of growing investor support. "While Hurwitz has 38% of
the vote locked up, our campaign to bring an independent and
financially sound perspective to the board is gaining momentum.
Maxxam's common shareholders are not satisfied with the company's
financial performance and want its practices of confrontation and
conflict to end."
Howard Metzenbaum, a businessman and former U.S. Senator from
Ohio
<PAGE>
(1977-94) has a solid background serving on corporate boards. He
was co-founder and chairman of the board of Airport Parking
Company of America (APCOA), chairman of the board of ITT Consumer
Services Corporation and ComCorp., and served on the board of
Dart Group, Shoppers Warehouse, Trak Auto, Society National Bank
and Capital National Bank.
Abner Mikva was a Member of Congress from Illinois (1969-73,
1975-79) and was appointed to the U.S. Court of Appeals for the
DC Circuit in 1979, serving as Chief Judge from 1991-1994. He
served as White House Counsel in 1994-95 and currently works in
mediation and arbitration for Jams/Endispute, a dispute resolu
tion firm.
###
Participants in this solicitation are The Rose Foundation
and the United Steelworkers of America
<PAGE>
United Steelworkers of America, District #11
David A. Foster, Director
2829 University Ave. SE, Suite #100
Minneapolis, MN 55414
(612) 623-8045
FAX (612) 623-8854
HYPERLINK mailto: [email protected]
FOR IMMEDIATE RELEASE
March 30, 1999 Contact: David Foster
612-623-8045
UNITED STEELWORKERS OF AMERICA NOMINATE INDEPENDENT
SLATE FOR MAXXAM BOARD
FORMER U.S. SENATOR METZENBAUM AND RETIRED FEDERAL JUDGE MIKVA TO
RUN FOR BOARD OF DIRECTOR POSITIONS
MINNEAPOLIS, MN -- The United Steelworkers of America (USWA)
nominated former U.S. Senator Howard Metzenbaum and retired U.S.
Federal Judge, and former White House counsel and Congressman
Abner Mikva for the two common director positions on MAXXAM,
Inc.'s board of directors. There are a total of five board
directors. MAXXAM is the parent company and 63% owner of Kaiser
Aluminum Corporation, whose operating arm is Kaiser Aluminum &
Chemical Corporation (KACC). MAXXAM's timber subsidiary is
Pacific Lumber Company.
In announcing the USWA action, District #11 Director David Foster
said, "We are joining with the New York State Common Retirement
Fund and private investor Alan Kahn (of Kahn Brothers & Company,
Inc.) who have also nominated Senator Metzenbaum and Judge Mikva
to the MAXXAM board of directors. Shareholders and stakeholders
are being ill-served by the lack of oversight to senior
management's actions. It was no surprise that Business Week
named the MAXXAM board of directors one of America's ten worst in
1997, citing the tiny board's domination by CEO Charles Hurwitz."
USWA members struck five plants operated by KACC, a MAXXAM
subsidiary, in response to the company's unfair labor practices
and substandard contract offer on September 30, 1998. USWA
members offered to return to work unconditionally on January 13,
1999. On January 14, the company locked out over 2,900 USWA
members at its plants in Gramercy, LA., Newark, OH, and Tacoma
and Spokane, WA in what has become the longest illegal lockout in
U.S. history. Injury and accident rates have skyrocketed at
these locked out plants.
"Kaiser's disastrous and avoidable labor dispute cost the company
over $50 million in losses for the last quarter of 1998, result
ing in a 40% decline in stock value," stated Foster. "Mean
while,the stock values of Kaiser's chief competitors, Alcoa and
Reynolds, rose by approximately 9.5%. As employees, our members
have experienced first-hand the misuse of Kaiser Aluminum's
productive assets."
"MAXXAM has just concluded a major settlement with state and
federal officials over the sale of a portion of the Headwaters
Forest. This $480 million settlement should be used for the
benefit of all shareholders," added Foster. "We feel Senator
Metzenbaum's corporate board experience and Judge Mikva's exper
tise in dispute resolution bring the skills and integrity needed
to represent the best interests of shareholders.
###
Participants in this solicitation are The Rose Foundation
and the United Steelworkers of America
</PAGE>
