MAXXAM INC
DEFA14A, 2000-05-02
PRIMARY PRODUCTION OF ALUMINUM
Previous: MADISON GAS & ELECTRIC CO, 424B3, 2000-05-02
Next: MCMORAN EXPLORATION CO /DE/, 10-Q, 2000-05-02



             PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


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-12

      MAXXAM Inc.
- -----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)


- -----------------------------------------------------------------------
(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)(4) 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 ans 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>

May 2, 2000

Dear Shareholder:

MAXXAM'S WHITE PROXY CARD affords you the opportunity to elect five outstanding
and highly qualified directors to MAXXAM's Board of Directors - ROBERT J.
CRUIKSHANK, J. KENT FRIEDMAN, EZRA G. LEVIN, STANLEY D. ROSENBERG, and MICHAEL
J. ROSENTHAL. These gentlemen (bios attached for your review) possess more than
150 combined years of outstanding business and management experience in the
fields of finance, law, and accounting and will actively work to serve the
interests of all shareholders. You are urged to vote "FOR" their election.

Over the last year MAXXAM's Board helped to successfully negotiate the landmark
Headwaters Agreement and has overseen the Company's efforts to make itself as
competitive as possible within each of its operating segments. These efforts
have resulted in 2000 first quarter results in which MAXXAM recorded a $73
million improvement in operating income compared with last year's first quarter.

Nevertheless, an allegedly "concerned" committee of shareholders - the Rose
Foundation and the United Steelworkers of America (USWA) - has asserted that the
Company's Board needs "perspective."<F1> To provide this "perspective,"
Rose/USWA have nominated two professional politicians - Paul Simon and Abner
Mikva - as their personal, hand selected representatives to the Board.
Shareholders should be aware that Messrs. Simon and Mikva have displayed a
"perspective" that, the Company believes, has been adverse to MAXXAM and its
shareholders.

Paul Simon's Corporate "Record"

Paul Simon once told a columnist that "I don't want to become too acceptable to
 . . . corporate boards."<F1> MAXXAM believes that the following votes he cast,
among many others, indicate that he succeeded:

>>   Paul Simon supported a proposal to impose a BTU tax that would have
     substantially increased the price of energy, including electricity for
     companies like MAXXAM with operations in aluminum and forest products.
     (1993 U.S. Senate vote #40)
>>   Paul Simon voted against the Northwest Power Planning and Conservation Act
     that has allowed aluminum companies like Kaiser Aluminum to purchase
     competitively priced power from the Bonneville Power Administration. (1980
     U.S. House of Representatives vote #559)
>>   Paul Simon received an average score of 28% from the U.S. Chamber of
     Commerce for his low level of support for U.S. businesses like MAXXAM.
     (Congressional Quarterly Almanac, 1980 - 1994)<F1>

Read What the Chicago Tribune says about Abner Mikva

The Chicago Tribune has written that Mr. Mikva is "hamstrung by an obvious
unfamiliarity with the details of MAXXAM's business" and that he appeared to be
reading from a script to explain why he wanted to be on MAXXAM's Board. The
Tribune said: "If it (the interview) were an audition, he wouldn't get the
part." (Article by David Greising, 4/9/1999).<F1> MAXXAM believes that some of
Mr. Mikva's votes in Congress reveal similar unfamiliarity with the needs of the
Company and its shareholders. For instance:

>>   Messrs. Mikva and Simon voted for passage of the National Energy Policy
     Act, legislation that was estimated by the Senate Energy and Natural
     Resources Committee to result in an increase in aluminum prices of up to
     seven percent.  Companies with aluminum operations would have had to absorb
     some or all of the costs associated with this price increase. (1977 U.S.
     House of Representatives vote #482, 1977 CQ Almanac)

Mikva's and Simon's Constituents

MAXXAM believes that, given their political backgrounds, Messrs. Mikva and Simon
would be highly receptive to the concerns of their core constituencies who
nominated them -- the Rose Foundation and the USWA. Consider the following
Rose/USWA actions, which MAXXAM believes to be anti-shareholder, anti-customer,
and anti-employee. Do these sound like "concerned" shareholders to you?

The Rose Foundation

>>   The Rose Foundation has sought to force MAXXAM's Pacific Lumber subsidiary
     to give away up to 63,000 acres of its valuable timberlands and cause the
     loss of hundreds of jobs so that the radical "debt for nature" agenda it
     shares with EarthFirst! (an organization that advocates "Visualize
     Industrial Destruction") can be achieved. Indeed, it now acknowledges that
     its "debt for nature" advocacy "helped spark" (Rose Foundation's own
     words!) the very litigation used by the government against MAXXAM that
     Rose/USWA hypocritically refer to as a purported concern.<F1>
>>   The Rose Foundation has sought to freeze MAXXAM's assets, "urged" public
     pension fund divestment of the Company's stock, and implied that it was
     responsible for the divestment by one such fund.<F1>
>>   The Rose Foundation's President Jill Ratner provided legal advice to an
     individual in a lawsuit that, upon its dismissal, was found by a federal
     judge to be frivolous and awarded MAXXAM significant attorneys' fees.<F1>
>>   Institutional Shareholder Services has written that the Rose Foundation has
     demonstrated a "disregard for the interest of shareholders."<F1>

United Steelworkers of America

The USWA has joined with EarthFirst! and others in a corporate campaign against
MAXXAM and Kaiser Aluminum. As part of this campaign, the USWA has:

>>   Sued the Pacific Lumber Company over the Headwaters Agreement
>>   Continued to pressure numerous Kaiser Aluminum customers to drop Kaiser
     as a supplier
>>   Urged the Bonneville Power Administration to deny Kaiser Aluminum access
     to competitively priced power for Kaiser's aluminum smelters.
>>   Institutional Shareholder Services has written that several of these
     corporate campaign tactics demonstrate that "the interests of the USWA are
     not necessarily aligned with those of shareholders."

Reject the Rose Foundation/USWA nominees to the Board of Directors. Vote for
MAXXAM'S nominees on the WHITE PROXY CARD.

Sincerely,



Charles E. Hurwitz
Chairman and Chief Executive Officer
MAXXAM Inc.

>>   VOTE "FOR" ROBERT J. CRUIKSHANK, STANLEY D. ROSENBERG, and MICHAEL J.
     ROSENTHAL  as Common Directors; EZRA LEVIN AND J. KENT FRIEDMAN as General
     Directors
>>   VOTE "AGAINST" the CLASSIFIED BOARD, CUMULATIVE VOTING, AND INDEPENDENT
     DIRECTOR DEFINITION PROPOSALS
>>   COMPLETE, DATE, AND SIGN MAXXAM'S WHITE PROXY CARD as recommended in this
     letter and return it in the postage prepaid envelope provided with the
     proxy statement. DO NOT VOTE ANY PROXY CARD YOU MAY RECEIVE FROM ANYONE
     OTHER THAN MAXXAM.
>>   If your shares are held with a brokerage firm, YOUR BROKER CANNOT VOTE YOUR
     SHARES UNLESS THEY RECEIVE YOUR SPECIFIC INSTRUCTIONS. Please contact the
     person responsible for your account with your voting instructions.
>>   If you have any QUESTIONS, please call MAXXAM's proxy solicitors MACKENZIE
     PARTNERS toll free at 800-322-2885.

<F1> No permission has been sought or received to quote from, or refer to,
published materials cited in this letter.

<PAGE>

                            MAXXAM INC. DIRECTOR BIOS


MICHAEL J. ROSENTHAL

Michael J. Rosenthal, age 56, is a nominee for election as a common director of
the company to serve until the 2001 Annual Meeting of stockholders. Since 1986,
Mr. Rosenthal has served as chairman and president of M.J. Rosenthal and
Associates, Inc., an investment company. From 1984 to 1986, Mr. Rosenthal served
as a partner and a managing director of Wesray Capital Corporation, an
investment company, and, prior to that, was senior vice president and managing
director of the Mergers and Acquisitions department of Donaldson, Lufkin &
Jenrette, Inc., an investment banking firm. Mr. Rosenthal serves as a director
of Star Corrugated Box Company and has served as chairman, a director and/or
chief executive officer of a number of companies including: American Vision
Centers, Northwestern Steel & Wire Company, and Wilsons Sporting Goods Company.
Mr. Rosenthal is a C.P.A. and holds a J.D. degree with honors from New York
University Law School, an M.B.A. with honors from the Columbia University
Graduate School of Business, and a B.A. from McGill University.

J. KENT FRIEDMAN

J. Kent Friedman, age 56, is a nominee for election as a general director to
serve until the 2003 Annual Meeting of stockholders. Since December 1999, Mr.
Friedman has served as general counsel of MAXXAM Inc. Prior to joining the
company, Mr. Friedman was a partner of the law firm Mayor, Day, Caldwell &
Keeton, where he was one of the founding partners and served as the managing
partner for over a decade. During his career, Mr. Friedman has represented
numerous well-known institutions in Houston, including serving as general
counsel for the Houston Astros and as special counsel for the Port of Houston.
Mr. Friedman has also been extremely active in Houston-area public affairs,
serving as campaign or finance chair for numerous elected officials including
Mayor Lee Brown, former Mayors Fred Hofheinz and Jim McConn, and the late
congressman Mickey Leland. Mr. Friedman earned B.B.A. and J.D. degrees from
Tulane University and a Master of Laws Degree from Boston University.

EZRA G. LEVIN

Ezra G. Levin, age 64, was first elected as a director of the company in May
1978. Mr. Levin has been involved in corporate law for more than 35 years as a
counselor, teacher and director. He has served as a director of Kaiser Aluminum
Corporation and Kaiser Aluminum & Chemical Corporation since July 1991 and
November 1988, respectively, and also served as a director of Kaiser from April
1988 to May 1990. Since February 1993, Mr. Levin has served as a director of The
Pacific Lumber Company and Scotia Pacific L.L.C. Mr. Levin is a partner in the
law firm of Kramer, Levin, Naftalis & Frankel. Mr. Levin received an A.B. degree
in 1955, and an LL.B. degree in 1959, from Columbia University.

ROBERT J. CRUIKSHANK

Robert J. Cruikshank, age 67, has served as a director of the company since May
1993. In addition, he has served as a director of Kaiser Aluminum Corporation
and Kaiser Aluminum & Chemical Corporation since January 1994. Mr. Cruikshank
was a senior partner in the international public accounting firm of Deloitte &
Touche from December 1989 until his retirement from that firm in March 1993. Mr.
Cruikshank served on the board of directors of Deloitte Haskins & Sells from
1981 to 1985 and as managing partner from June 1974 until its merger with Touche
Ross & Co. in December 1989. Mr. Cruikshank also serves as a director and on the
compensation committee of Houston Industries Incorporated, a public utility
holding company with interests in electric utilities, coal and transportation
businesses; as a director of Texas Biotechnology Incorporated; as a trust
manager of Weingarten Realty Investors; as a director of American Residential
Services, Inc.; and as advisory director of Compass Bank - Houston. Mr.
Cruikshank received a B.A. degree in 1955, from Rice University, and is a C.P.A.

STANLEY D. ROSENBERG

Stanley D. Rosenberg, age 66, was first elected to the board of directors of the
company in June 1981. Mr. Rosenberg is a partner in the law firm of Arter &
Hadden LLP. He was a partner in the law firm of Oppenheimer, Rosenberg &
Kelleher, Inc. from its inception in 1971 until February 1990, from which time
he served as Of Counsel to that firm through June 1993. Mr. Rosenberg received a
B.B.A. degree with honors in 1953, and an LL.B. degree with honors in 1955, from
the University of Texas, where he also served as the editor of the Texas Law
Review.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission