Sheet Metal Workers International Association
1750 New York Avenue, N.W.
Washington D.C. 20006-5386
Phone (800) 657-7694
Fax (202) 662-0895
March 28, 2000
[Shareholder name/address]
PROXY VOTING INFORMATION ON PAUL MUELLER COMPANY
Dear _____________:
Recent developments impact your interests as a shareholder
in Paul Mueller Company (PMC). This past year, the Company's net
income dropped by 40%, yet the board increased the chief
executive's salary by 6.5% and gave him restricted stock valued
at $65,000 and 7000 stock options. The stock's earnings per
share for 1999 are 50% below the existing dividend rate.<FN1> We
do not believe the dividend can be maintained if earnings do not
improve.
We believe electing an independent director this year could
help turn this Company around. Candidate Joseph N. Bacino has
more than 20 years management experience in the metalworking
business, and brought the Company he headed successfully through
labor conflicts and changes within the business and its
ownership. Compare this to incumbent director David Moore, the
28-year-old grandson of Mr. Mueller, who works for an internet
business.
PMC's board has gone to unbelievable lengths to avoid giving
you this choice: even though Moore's term was supposed to expire
this year, the board announced it would switch him to a vacant
seat not up for election until 2001 -- trying to magically extend
his term for a 4th year without shareholder approval. One of
PMC's largest shareholders has joined us in challenging the
board's outrageous effort to evade the normal rule that corporate
directors stand for reelection at least every three years.
- -----------
<FN1>Sources: PMC proxy statement 2/24/00; PMC release of 2/15/00
as reported by Standard & Poors. See PMC's proxy statement for
more information about executive compensation (available at
www.sec.gov).
<PAGE>
Management's proxy materials indicate that rather than
defend its own record or talk about Mr. Bacino's record,
management will try to "shoot the messenger" and attack us for a
strike five years ago. However, four years ago, at our urging,
most employees returned to work. We and the workers we
represent aren't looking at the past but instead want to build a
future -- one where the Company takes care of its shareholders
and its employees. Right now, is management taking care of
either group?
We urge you to vote FOR Joseph N. Bacino and the proposal on
the enclosed proxy card. Please carefully review the proxy
statement we sent you. If you have any questions, call us
confidentially at 800-457-7694.
Sincerely,
Patrick Riley
Counsel
[Encl: proxy card]
