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.
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(Name of Registrant as Specified in Its Charter)
THE COMMITTEE OF CONCERNED MAXXAM SHAREHOLDERS
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(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:___________________________________________
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Phone Script for Committee of Concerned Maxxam Shareholders
Hello, is [name of shareholder] there?
This is ______ from the Committee of Concerned Maxxam
Shareholders. I'm calling about your important proxy vote at
Maxxam's annual meeting to be held on May 24th. You will soon
receive a BLUE proxy card and our proxy materials from the
Committee.
I'm calling holders of Maxxam common stock to remind you to
review our proxy materials and use the BLUE proxy card to vote to
put two independent directors, Paul Simon and Abner Mikva, on
Maxxam's board of directors. The Committee also recommends
voting for the Annual Elections, Cumulative Voting and Majority
Independent Board shareholder proposals.
The Committee has taken these critical steps because we believe
Maxxam is a company in trouble and its Board of Directors is in
need of reform to bring greater accountability to shareholders.
Unfortunately, Maxxam's stock value has declined by 50% in the
last year. The magazines Business Week, Fortune and Corporate
Board Member have all recently listed Maxxam's board of directors
as one of the worst boards in America.
Over the past year the company's management and board have been
mired in what we view as needless controversy and disputes. The
proxy materials that you will receive detail Maxxam's problems.
We have nominated two candidates, Paul Simon and Abner Mikva, for
the director slots to be elected by the owners of Maxxam common
stock.
Paul Simon is a former U.S. Senator who has business experience
and has served on several corporate boards. Abner Mikva is a
retired federal judge who has legal experience in corporate and
securities law.
If elected, these two candidates would advocate making the board
more responsive to shareholders and improving the company's
performance.
Can we count on your support for Mr. Simon and Mr. Mikva?
If yes--That's great. We are also urging shareholders to vote
for three shareholder proposals to improve Maxxam's corporate
governance. The resolutions recommend that directors be elected
each year, that owners of common stock should be able to engage
in cumulative voting of directors and that a majority of the
board be independent. We've described these proposals in the
proxy materials. If you support the Committee's recommendations,
all you have to do is sign and date the BLUE proxy card and put
it in the postage paid envelope as soon as you receive it. The
annual meeting is less than two weeks away. To make sure your
vote counts, please mail your signed and dated BLUE proxy card
in immediately. Thank you for your time.
If maybe--We believe that our candidates will work to increase
your shareholder value in the ways I've described. Please
carefully review our proxy materials and consider using the BLUE
proxy card. Do you have any questions that I can answer?
If you decide to use the BLUE proxy card and vote for an
independent board, all you will need to do is sign and date the
BLUE proxy card and put it in the postage paid envelope. Thank
you for your time.
If no--We believe that our candidates will work to increase your
shareholder value in the ways I've described. Please carefully
review our proxy materials and consider using the BLUE proxy
card. Thank you for your time.
If already voted on Maxxam's white proxy card--You can change
your vote simply by filling out the BLUE proxy card and putting
it in the postage paid envelope. The last vote made is the vote
that will count.
Answering Machine/Voice Mail
This is ______ from the Committee of Concerned Maxxam
Shareholders. I'm calling [name of shareholder] about your
important proxy vote at Maxxam's annual meeting to be held on May
24th. You will soon receive the Committee's proxy materials and
BLUE proxy card. The Committee believes that Maxxam is a
troubled company in need of reform. Maxxam's shares have lost
50% of their value in the last year and its board of directors
is ranked as one of America's worst boards by Business Week
and Fortune magazines. Please review our materials before you
make any decision. The annual meeting is less than two weeks
away. Vote to maximize your shareholder value. Vote with the
BLUE proxy card and IMMEDIATELY return it in the postage paid
envelope. Thank you for your time.
_________________________________________________________________
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, the Rose Foundation's president, who owns 90 shares of
Maxxam common stock as a tenant in common; the United
Steelworkers of America, which owns 1002 shares of Maxxam common
stock; Paul Simon, who owns 100 shares of Maxxam common stock;
Abner Mikva, who owns 50 shares of Maxxam common stock; the As
You Sow Foundation, which owns 100 shares of Maxxam common stock;
and Dorset Management Corporation, which does not own Maxxam
stock. The Rose Foundation and the United Steelworkers of
America constitute the members of the Committee of Concerned
Maxxam Shareholders and Messrs. Simon and Mikva are the
Committee's two nominees for director.
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