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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Section240.14a-11(c) or
Section240.14a-12
EXCEL INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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(2) Aggregate number of securities to which transaction 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 determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LETTERHEAD]
Dear Fellow Shareholder:
We recently notified you of the Special Meeting of Shareholders (the
"Special Meeting") of Excel Industries, Inc. ("Excel") to be held at the
executive offices of Excel, 1120 North Main Street, Elkhart, Indiana, at 9:00
a.m., local time, on March 23, 1999. Today we are notifying you of certain
amendments to the matter to be considered at the Special Meeting.
At the Special Meeting, you will be asked to consider and vote upon a
proposal to approve and adopt the Agreement and Plan of Merger, dated as of
January 19, 1999 and amended as described below (the "Merger Agreement") among
Dura Automotive Systems, Inc. ("Dura"), Windows Acquisition Corporation ("Sub"),
a wholly owned subsidiary of Dura, and Excel. As a result of the Merger, each
outstanding share of common stock, no par value per share ("Common Stock"), of
Excel will be converted into the right to receive EITHER (1) 0.8 of a share of
Dura Class A Common Stock, OR (2) $25.50 in cash; provided that no more than 50%
of the outstanding shares of Excel Common Stock will be exchanged for Dura Class
A Common Stock and no more than 50% of Excel Common Stock will be exchanged for
cash (the "Merger Consideration"). Cash will be paid in lieu of any fractional
shares of Dura Class A Common Stock.
The parties have entered into an Amendment to Agreement and Plan of Merger
dated March 9, 1999 (the "Amendment"), a copy of which accompanies this letter.
The Amendment consists only of modifications necessary to reflect that Excel
will be merged with and into Dura Operating Corp., a Delaware corporation and a
wholly-owned subsidiary of Dura, rather than with and into Sub, as previously
contemplated. The Merger Consideration has not been amended. This change has
been made primarily to facilitate future financings by Dura and for state income
tax planning purposes.
THE BOARD OF DIRECTORS OF EXCEL HAS DETERMINED THAT THE MERGER AGREEMENT IS
ADVISABLE AND IN THE BEST INTERESTS OF EXCEL AND ITS SHAREHOLDERS. ACCORDINGLY,
THE BOARD OF DIRECTORS OF EXCEL HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF EXCEL COMMON STOCK VOTE "FOR"
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.
Copies of an amended Notice of Special Meeting and the Amendment accompany
this letter.
It is very important that your shares are represented at the Special
Meeting, whether or not you plan to attend in person. THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF EXCEL COMMON STOCK IS
REQUIRED FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. ACCORDINGLY, YOUR
FAILURE TO VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT WILL HAVE THE
SAME EFFECT AS A VOTE AGAINST APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. In
order to ensure that your vote is represented at the Special Meeting, please
sign, date and mail the proxy card previously sent to you. IF YOU HAVE ALREADY
MAILED YOUR PROXY CARD AND DO NOT WISH TO CHANGE YOUR VOTE, YOU DO NOT NEED TO
TAKE ANY FURTHER ACTION. YOUR SHARES WILL BE VOTED AS YOU HAVE DIRECTED. You
are, of course, welcome to attend the meeting and to vote your shares in person.
I look forward to seeing you at the Special Meeting.
Sincerely yours,
[SIGNATURE]
James O. Futterknecht, Jr.
Chairman of the Board and Chief
Executive Officer
March 10, 1999
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[LOGO]
EXCEL INDUSTRIES, INC.
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AMENDED NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 23, 1999
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Dear Shareholder:
A Special Meeting of Shareholders (the "Special Meeting") of Excel
Industries, Inc., an Indiana corporation ("Excel"), will be held at the
executive offices of Excel, 1120 North Main Street, Elkhart, Indiana, at 9:00
a.m., local time, on March 23, 1999, for the following purposes:
(1) To consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger, dated as of January 19, 1999
and amended as of March 9, 1999, among Dura Automotive
Systems, Inc., a Delaware corporation ("Dura"), Dura
Operating Corp. ("Sub"), a Delaware corporation and a wholly
owned subsidiary of Dura, and Excel.
(2) The transaction of such other business, if any, as may
properly come before the Special Meeting or at any
adjournments or postponements thereof.
Only holders of record of common stock, no par value (the "Excel Common
Stock"), of Excel, at the close of business on February 16, 1999, are entitled
to notice of and to vote at the Special Meeting or any adjournments or
postponements thereof. The affirmative vote of the holders of a majority of the
outstanding shares of Excel Common Stock is required for approval and adoption
of the Merger Agreement.
By Order of the Board of Directors
[SIGNATURE]
Joseph A. Robinson, Secretary
March 10, 1999
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU SIGN AND RETURN YOUR PROXY CARD
WITHOUT SPECIFYING THE MANNER IN WHICH YOU WOULD LIKE YOUR SHARES TO BE VOTED,
YOUR SHARES WILL BE VOTED FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. IF
YOU HAVE ALREADY RETURNED YOUR PROXY CARD AND DO NOT WISH TO CHANGE YOUR VOTE,
YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. YOUR SHARES WILL BE VOTED AS YOU
HAVE DIRECTED.
THE BOARD OF DIRECTORS OF EXCEL HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EXCEL VOTE FOR
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.
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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is
made as of March 9, 1999, among Dura Automotive Systems, Inc., a Delaware
corporation ("PARENT"), Dura Operating Corp., a Delaware corporation ("DURA
OPERATING"), Windows Acquisition Corporation, an Indiana corporation ("WINDOWS")
and Excel Industries, Inc, an Indiana corporation (the "COMPANY"), and amends
that certain Agreement and Plan of Merger, dated as of January 19, 1999, by and
among Parent, Windows and the Company (the "AGREEMENT"). Except as otherwise
indicated herein, capitalized terms used and not otherwise defined herein have
the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties desire that (i) Dura Operating become a party to the
Agreement and (ii) Windows cease to be a party to the Agreement; and
WHEREAS, the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
1. AMENDMENT. The Agreement is hereby amended as follows:
(a) All references in the Agreement to "Sub" shall mean Dura Operating
and Windows shall cease to be a party to the Agreement.
(b) In Sections 1.1, 1.3, 2.3 and 3.3 of the Agreement, each instance of
the phrase "Indiana law" shall be replaced with the phrase "Indiana
Law and Delaware law".
(c) Section 1.2 of the Agreement shall be deleted in its entirety and be
replaced by the following:
"SECTION 1.2 Effective Time. The merger shall become effective when
(i) the articles of merger (the "Indiana Articles of Merger"),
executed in accordance with the relevant provisions of Indiana law,
are duly filed with the Secretary of State of the State of Indiana
(the "Indiana Secretary") and the certificate of merger (the
"Delaware Certificate of Merger," and together with the Indiana
Articles of Merger, the "Articles of Merger"), executed in accordance
with the relevant provisions of Delaware law, are duly filed with the
Secretary of State of Delaware (the "Delaware Secretary"). Upon
issuance of a certificate of merger by the Indiana Secretary in
accordance with the relevant provisions of Indiana law and a
certificate of merger by the Delaware Secretary in accordance with
the relevant provisions of Delaware law, the Merger shall be effected
(the time of such issuance of a certificate of merger being referred
to as the "Effective Time"). The filing of the Articles of Merger by
the Company and the Sub shall be made on the date of the Closing (as
defined in Section 1.17), or as promptly thereafter as practicable."
(d) In Section 1.4 of the Agreement, the phrase "except the name of the
Surviving Corporation shall be 'Excel Industries, Inc.' shall be
deleted in its entirety.
(e) Clause (a) of Section 1.5 shall be deleted in its entirety and
replaced with the following:
"Each issued and outstanding share of common stock of Sub, par value
$.01 per share, at and as of the Effective Time shall remain issued
and outstanding.
(f) In Section 2.1 of the Agreement, the reference in the second sentence
thereof to "Indiana" shall be replaced by the word "Delaware".
(g) In Sections 2.4 and 3.4 of the Agreement, the phrase "the filing of
the Articles of Merger with the Secretary" shall be deleted and
replaced with the phrase "the filing of the Indiana Articles of
Merger with the Indiana Secretary and the Delaware Certificate of
Merger with the Delaware Secretary".
1
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(h) Section 2.18 of the Agreement shall be deleted in its entirety and be
replaced by the phrase "[Intentionally Omitted]".
2. GOVERNING LAW; SEVERABILITY. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the
State of Delaware. If it is determined by a court of competent
jurisdiction that any provision of this Amendment is invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of
this Amendment.
3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts together shall constitute one
agreement. This Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
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<S> <C> <C>
DURA AUTOMOTIVE SYSTEMS, INC.
By: /s/ CARL E. NELSON
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Its: Vice President
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WINDOWS ACQUISITION CORP.
By: /s/ CARL E. NELSON
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Its: Vice President
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DURA OPERATING CORP.
By: /s/ CARL E. NELSON
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Its: Vice President
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EXCEL INDUSTRIES, INC.
By: /s/ JOSEPH A. ROBINSON
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Its: Senior Vice President and
Chief Financial Officer
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