SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
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 (S) 240.14a-11(c) or (S)
240.14a-12
MAXXAM INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
THE COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
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6(i)(1) and 0-11.
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applies:________________________________________________________
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(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
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(1) Amount previously paid:_______________________________
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(4) Date Filed:___________________________________________
<PAGE>
THE COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
Dear Shareholder:
Please accept our thanks for sending in your BLUE Proxy Card.
To avoid the possibility of the validity of your BLUE Proxy Card
being challenged or disqualified for the reason(s) indicated
below, we are requesting that you sign, date and mail the
enclosed new BLUE Proxy Card with the correction indicated below
in the self-addressed envelope provided for your convenience.
This BLUE Proxy Card will automatically revoke any previous BLUE
Proxy Card when it is returned to us.
/ / YOUR PREVIOUS BLUE PROXY WAS UNSIGNED. (If signing as
attorney, executor, administrator, personal representative
of the estate, corporate officer, partner, trustee,
custodian or guardian, please sign and give your full title
as such.)
/ / YOUR PREVIOUS BLUE PROXY WAS UNDATED. (Please date, sign
and return the new proxy in the enclosed envelope.)
/ / YOUR PREVIOUS BLUE PROXY OMITTED YOUR TITLE OR AUTHORITY.
(If signing as attorney, executor, administrator, personal
representative of the estate, corporate officer, partner,
trustee, custodian or guardian, please sign and give your
full title as such.)
/ / YOUR PREVIOUS BLUE PROXY, AS SIGNED, DID NOT CONFORM TO
THE NAME SHOWN ON THE PROXY. (Please date and sign the
BLUE Proxy Card exactly as the registration appears on the
proxy, including your full title if signing other than in
an individual capacity. If the registration is in the
name of a custodian for the benefit of a minor, the
custodian must sign and indicate their capacity. If you
are a beneficiary 18 years or older, you may sign as long
as you indicate your age.)
/ / YOUR PREVIOUS BLUE PROXY, AS MARKED, DID NOT CLEARLY
SPECIFY YOUR INSTRUCTIONS. (Please sign, date and clearly
mark your proxy.)
/ / OTHER _____________________________________________________
___________________________________________________________
Since time is of the essence, we would greatly appreciate your
signing, dating and mailing the enclosed BLUE Proxy Card as soon
as possible. Please mail it in the envelope provided for your
convenience. Once again, we greatly appreciate your support.
Sincerely,
THE COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
<PAGE>
MAXXAM SHAREHOLDERS
DESERVE BETTER THAN A RUBBER
STAMP BOARD OF DIRECTORS
If you own Maxxam stock, you probably already know that your
investment isn't doing so well under Board Chairman and CEO
Charles Hurwitz.
In fact, we're not the only ones talking about it.
BUSINESS WEEK NAMED MAXXAM'S 5-PERSON BOARD AS THE 10TH WORST ON
ITS ROSTER OF "THE WORST BOARD OF DIRECTORS," calling it a "tiny
board with little business experience dominated by CEO."
ACCORDING TO BARRON'S AND FORBES, SEVERAL ANALYSTS THINK THAT
MAXXAM IS TRADING AT LESS THAN HALF ITS ASSET VALUE. Forbes
reported that one reason for this is Hurwitz's "reputation for
putting his own interests ahead of investors."
MAXXAM CHAIRMAN CHARLES HURWITZ:
REPEATED ALLEGATIONS OF FIDUCIARY LAPSES
- -- In 1997 a Delaware court found that HURWITZ had engaged in
self-dealing to the detriment of Maxxam shareholders, leading to
a $20 million settlement.
- -- THE FEDERAL GOVERNMENT IS CURRENTLY SUING HURWITZ AND MAXXAM
TO RECOVER OVER $800 MILLION stemming from the bailout of a
failed savings and loan that the government claims Maxxam owned.
- -- Maxxam reported net losses of $57.2 million in 1998. FOR THE
LAST FIVE YEARS, MAXXAM'S STOCK PRICE HAS LAGGED SIGNIFICANTLY
BEHIND S&P 500 AND NASDAQ INDICES.
- -- Hurwitz and Maxxam LOCKED OUT OVER 2,900 WORKERS represented
by the United Steelworkers of America at Kaiser Aluminum, where
Maxxam owns 63% of the shares. During the dispute, Kaiser
reported net losses of over $38 million in each of the last two
quarters.
- -- Maxxam's Pacific Lumber Company had its timber license
suspended twice in twelve months due to 128 violations of
California law. No other major timber company in California has
ever had its license suspended.
In light of Maxxam's history the Committee of Concerned Maxxam
Shareholders believes that independent directors are needed to
protect shareholder interests. That's why the Committee is
proposing former U.S. SENATOR HOWARD METZENBAUM and former
federal judge Abner Mikva as its nominees to serve as the
directors chosen by holders of Maxxam common stock.
(Photograph of Senator Metzenbaum to right of following
paragraph)
HOWARD METZENBAUM, a businessman and former U.S. Senator from
Ohio (1977-95) has an extensive background serving on corporate
boards. He was co-founder and Chairman of the Board of Airport
Parking Company of America and Chairman of the board of ITT
Consumer Services Corporation and ComCorp. and he has served on
the boards of Dart Group, Shoppers Food Warehouse, Trak Auto,
Society National Bank and Capital National Bank.
(Photograph of Judge Mikva to right of following paragraph)
ABNER MIKVA was elected to five terms as a Member of Congress
from Illinois until his appointment to the U.S. Court of Appeals
for the D.C. Circuit in 1979, where he served as Chief Judge from
1991-94. He served as White House Counsel in 1994-95. He is a
visiting professor at the College of Law, University of Illinois
and has legal experience in corporate and securities law.
Metzenbaum and Mikva were independently nominated for Maxxam's
board by:
- -- THE NEW YORK STATE COMMON RETIREMENT FUND with 45,700 shares
of Maxxam common stock
- -- ALAN KAHN (of Kahn Brothers & Company, Inc.)
THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CalPERS), the
fourth largest institutional investor with 229,800 shares of
common stock, and the NEW YORK CITY EMPLOYEES' RETIREMENT SYSTEM
have independently endorsed Messrs. Metzenbaum and Mikva.
(Artwork showing a rubber stamp with "Hurwitz Board" at the top
of the stamp and "OKEY-DOKEY" at the base of the stamp appears in
the middle of the foregoing text)
MAXXAM SHAREHOLDERS:
FOR INCREASED VALUE AND BOARDROOM
REFORM, VOTE THE BLUE PROXY CARD.
Questions on how to vote? Call Georgeson & Co. 800-223-2064.
The quoted Business Week, Barron's and Forbes articles were
published on December 8, 1997, December 7, 1998 and April 5,
1999, respectively, and the consent of these publications has not
been sought or obtained.
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 1002 shares of Maxxam common stock; As You Sow Foundation,
which owns 100 shares of Maxxam common stock; Howard Metzenbaum,
who does not own Maxxam stock; and Abner Mikva, who owns 50
shares of Maxxam common stock. These participants (except the As
You Sow Foundation) constitute the members of The Committee of
Concerned Shareholders and the two nominees.
<PAGE>
OUR PAIN.
HIS GAIN.
(photograph of Charles Hurwitz)
The story of Charles Hurwitz
and his campaign to take
advantage of American
taxpayers, working families
and our environment
<PAGE>
This is a story about greed.
It begins with Charles Hurwitz.
Throughout his career his business practices
have sown grief for many of us:
American taxpayers. Working families.
His shareholders. Our environment.
As you read this, keep in mind that this
story doesn't have an ending -- yet.
Its outcome can be shaped by you, and
what you can do to end the story that's called:
Charles Hurwitz
Our Pain. His Gain.
This document concerns a labor dispute and is not intended to be
a solicitation of shareholder proxies. To the extent it might be
deemed to be a solicitation under federal securities law, the
following might be deemed to be participants in any such
solicitation: the United Steelworkers of American, which owns
1002 shares of Maxxam common stock; 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; Abner J. Mikva, who
owns 50 shares of Maxxam common stock; and Howard M. Metzenbaum,
who owns no Maxxam stock.
Photo: Houston Chronicle
<PAGE>
(photograph of Henry J. Kaiser appears to left of following text)
Henry J. Kaiser &
Kaiser Aluminum
An outstanding leader and
a proud American company.
Henry J. Kaiser was one of the titans of
American business history.
He built the Boulder, Grand Coulee and Bonneville Dams. He
rebuilt America's navy after the tragedy of Pearl Harbor. And he
built Kaiser Aluminum.
Henry Kaiser and the United Steelworkers Union: 50 years of
profit and productivity.
Together, Henry Kaiser and the Steelworkers built Kaiser
into one of the largest aluminum firms in the world. A skilled
and stable workforce that produced the finest aluminum in the
industry -- the choice of America's aerospace industry.
All during that time, labor relations were good. Fair
contracts were negotiated. And under Henry Kaiser, there never,
ever was a strike or lockout.
<PAGE>
CHARLES HURWITZ:
HURTING TAXPAYERS, DESTROYING ANCIENT FORESTS.
There is a world of integrity separating Henry Kaiser from
Charles Hurwitz. While Kaiser made his fortune on the work
ethics, Hurwitz made his with questionable ethics.
In 1997, a Delaware court found that Hurwitz was cheating
his own shareholders by engaging in self-dealing, leading to a
$20 million settlement.1
In 1988 Hurwitz's savings and loan failed, and the federal
bailout cost taxpayers $1.6 billion. The federal government is
currently suing Hurwitz and his parent company, Maxxam, for
recovery of up to $750 million of those funds.2
HURWITZ MAXXAMIZES HIS HOLDINGS.
Under his parent company, Maxxam, Hurwitz used junk bond
financing to acquire Pacific Lumber, a large private holder of
ancient redwoods. The company had always practiced "sustainable
harvest" of trees, making sure to leave at least 30% of the trees
behind to help prevent erosion and to stimulate new tree growth.4
That ended under Hurwitz. Hurwitz's clearcutting practices
harmed the environment spawning lawsuits claiming that the
resulting erosion caused mudslides in Stafford, California.5
Soon he had cut enough trees to restructure his debt -- and to
spark the largest environmental protest of the past 15 years to
save the Headwaters Forest.
(photograph of clearcut site near body of water below text)
<PAGE>
RUINING KAISER:
HURWITZ TURNS THE COMPANY AROUND -- FOR THE WORSE.
In 1987, using more junk bonds, Hurwitz's Maxxam Corporation
acquired Kaiser Aluminum. And the Henry Kaiser legacy came to an
end.
Labor-management troubles flared as a half-century of
cooperation came screeching to a halt. Negotiations became
increasingly tense as Maxxam demanded more and more concessions,
layoffs and givebacks. Ultimately, and after numerous unfair
labor practices by Kaiser, the 3,100 members of the United
Steelworkers Union called a strike that began on September 30,
1998.
(reproduction of newspaper article entitled "Henry Kaiser would
be ashamed" appears to the right of the foregoing paragraph)
SCABS HIRED< QUALITY DROPS.
Hurwitz's Kaiser Aluminum began hiring "scab" replacement
workers -- laid off employees of Pacific Lumber.6 Some of these
new hires were then put into dangerous circumstances. In fact, a
number of them are suing Kaiser for unlawful imprisonment and
physical assault.7 And hundreds have quit and gone home to their
families. According to a noted industry analyst, Kaiser
Aluminum's "product quality has suffered and continues to do
so."8
(photograph of newspaper article entitled "Kaiser replacements
file lawsuit" appears to the left of the preceding paragraph)
THE STRIKE ENDS. THE ILLEGAL LOCKOUT BEGINS.
On January 14, 1999, the Steelworkers attempted to return to
work and end the strike. Charles Hurwitz and Kaiser Aluminum
unlawfully locked out their own employees, and steelworkers are
pursuing charges with the National Labor Relations Board against
what may well be the largest illegal lockout in American labor
history. The lockout also means Kaiser could be liable for back
pay of nearly $3 million per week.
THE RESULT?
Kaiser Aluminum is falling apart at the seams. The proof:
Kaiser Aluminum had net losses of $38.9 million in the last
quarter of 1998 and losses of $38.2 million in the first quarter
of 1999.
(photograph of striking Steelworker Local 341 with poster reading
"LOCKED OUT Unfair Labor Practice" appears to the right of the
preceding two paragraphs)
<PAGE>
KAISER'S PRACTICES ARE ENDANGERING WORKERS.
Kaiser is continuing to employ scabs. They even ask them to
fabricate flat-rolled aluminum for the aerospace industry, which
demands excellent metallurgical precision.9 And workplace
injuries are skyrocketing. According to OSHA safety logs,
serious workplace injuries increased 138% since the strike began.
Less severe injuries, those that didn't force employees to lose
work or restrict their work activities, were up a startling
320%.10
HURWITZ'S ACTIONS HURT MAXXAM.
Business Week calls Maxxam's board one of the ten worst in
the country. And according to Barron's Maxxam trades at far less
than its asset value: "The reason for this can be described in
two words: Charles Hurwitz."110
A CALL TO ACTION. WHAT CAN I DO?
Inside the back cover is a card and two phone numbers. The
card asks you to take part in a grassroots campaign for workplace
fairness and protection of our forest. The first phone number is
to Charles Hurwitz's office in Houston, Texas. Call and tel him
to end his illegal lockout of workers at Kaiser Aluminum. The
second number is to California Governor Gray Davis. Call him and
demand greater protections for our old-growth forests.
BUSINESS WEEK
DECEMBER 8, 1997
THE WORST BOARDS OF DIRECTORS
MAXXAM 28.3 4.3 24.5 Tiny board with little business 1.5 2.0 1.0
experience dominated by CEO 3.6 2.0 6.0
<PAGE>
A CALL TO ACTION:
We need your help organizing the "Stop Hurwitz Campaign."
Charles Hurwitz will continue to hurt taxpayers, lock out workers
and cut old growth forests unless we stop him now. Please join
us by acting today:
1. Fill in and send in the card. Make sure to attach postage.
2. Call Charles Hurwitz at 713-975-7600 and tell him to end
the illegal lockout of Kaiser Aluminum workers.
3. Call California Governor Gray Davis at 916-445-2841 and
demand greater protections for our old-growth forests.
REFERENCES:
1. Court of Chancery of Delaware, Consolidated Civil Action No.
12111, 123.
2. Office of Thrift Supervision, OTS Order No. AP 95-40 (Dec.
26, 1995)
3. Office of Thrift Supervision, OTS Action to Freeze Corporate
Assets, Executive Summary
4. Corporate Watch "Headwaters Forest vs. Maxxam"
(http:www.corpwatch.org/trac/gallery/redwoods/palco.html)
5. San Francisco Examiner March 22, 1999 "New Front in War on
Logging" and Humboldt Legal Foundation "Stafford Landslide
Lawsuit" (http://www.pacificlaw.com)
6. Times-Standard Eureka, CA December 3, 1998.
7. Doughty et al. vs. Kaiser Aluminum & Chemical et al. C.A. No.
99200703-9, Sup. Ct., Spokane County, Washington (Filed Feb. 3,
1999)
8. Thomas M. Van Leeuwen, Aluminum Industry Analyst, Credit
Suisse First Boston Corp., American Metal Market October 30, 1998
9. Kaiser Online "Flat Rolled Products"
http://www.kaiseral.com/k/kais002/kais002.nsf/lookup/Flat
10. United Steelworkers of America "OSHA Logs Show Workplace
Injuries at Kaiser Aluminum Have Skyrocketed" Press Release
February 24, 1999
11. Business Week, December 8, 1997 and Barron's December 7,
1998.
(photograph of hand placing envelopes in mailbox appears below
the preceding text)
<PAGE>
IF CHARLES
HURWITZ WAS
YOUR BOSS, YOU'D
BE ANGRY, TOO.
(photograph of workers at rally immediately below the preceding
text and above the following space for mailing)
United Steelworkers of America Non-Profit Org.
60 Blvd of the Allies U.S. Postage
Ste. 905 PAID
Pittsburgh, PA 15230-3623 Pittsburgh, PA
Permit # 4642
<PAGE>
(The following text appears on the left half of Side 1 of the
card inserted in this brochure)
Want to know how you can
- -- help working people
- -- protect ancient forests
- -- save tax dollars?
Just fill out this card!
(The following text appears on the right half of Side 1 of the
card inserted in this brochure with the words "DETACH HERE"
appearing between them)
Yes! I'll join the Place
campaign to stop Stamp
Charles Hurwitz. Here
United Steelworkers of America
2829 University Avenue SE
Suite 100
Minneapolis, MN 55414
<PAGE>
The following text appears on Side 2 of the card inserted in this
brochure with the words "DETACH HERE" to the right of this text)
END OUR PAIN AND HIS GAIN
JOIN THE CAMPAIGN TO "STOP CHARLES HURWITZ"
YES, I want to help stop Charles Hurwitz and his efforts to harm
working people, taxpayers and our environment. I am willing to:
Make volunteer phone calls
Write personalized letters to elected officials
Write letters to the editor
Attend an anti-Hurwitz rally
Serve on the "Stop Hurwitz" planning committee
Name___________________________________________________________
Address________________________________________________________
City__________________________State_________________Zip________
Phone # (_____) _________________Email_________________________
<PAGE>
