<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 under Rule 14a-12.
Printware, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PYRAMID TRADING LIMITED PARTNERSHIP
OAKMONT INVESTMENTS, LLC
DANIEL B. ASHER
GARY S. KOHLER
ANDREW J. REDLEAF
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
<PAGE> 2
---------------------------------------------------------------------
PYRAMID TRADING LIMITED PARTNERSHIP
OAKMONT INVESTMENTS, LLC
DANIEL B. ASHER
GARY S. KOHLER
ANDREW J. REDLEAF
(The "Shareholders' Committee to Improve Printware Shareholder Value")
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
Tel. (612) 253-6027
-------------------------------------------------------------------------
Dear Fellow Printware Shareholders:
We are the Shareholders' Committee To Improve Printware Shareholder Value.
We are currently seeking to replace Printware's existing Board of Directors with
our own six nominees. We are doing this because we are unhappy with Printware's
financial performance, including its declining annual revenues, 1999 operating
losses, low stock price, and what we consider to be an excess capital position.
We are soliciting your vote because we believe something is wrong at Printware
that the current Board of Directors can't or won't fix.
PLEASE READ OUR ENCLOSED PROXY STATEMENT, AND IF YOU AGREE WITH US THAT
PRINTWARE SHAREHOLDERS WILL BE BETTER SERVED BY OUR NOMINEES, PLEASE VOTE THE
GREEN PROXY CARD IN FAVOR OF OUR NOMINEES AND IN OPPOSITION TO PRINTWARE'S
CURRENT BOARD OF DIRECTORS AT PRINTWARE'S 2000 ANNUAL MEETING.
We think Printware has changed significantly since it went public in 1996
at $6.00 per share. Since 1996, total annual revenues have fallen in almost
every year, from $7.4 million to $4.6 million in 1999. Income from operations,
which was $1.3 million in 1996 disappeared completely on an annual basis,
falling every single year to a $1.0 million loss from operations in 1999.
Management has not delivered the growth that shareholders may have expected.
During this four-year period, the Board of Directors has had ample time to
address Printware's problems. We do not know if the Board lacks the capability
to fix the company, or just doesn't care.
We do care about Printware's performance, because we are shareholders, and
we own 449,200 shares, which is 13.7% of Printware's common stock. We do not
have a specific plan to offer you right now, because we do not have all the
information that management has available to them. What we are proposing to do
is to use our experienced and qualified board nominees to promptly perform a
comprehensive review of Printware's operations, capital structure and management
in order to identify a course of action to maximize shareholder value. Our board
may consider a wide range of possible actions, such as seeking strategic
partners to improve product distribution, a merger, sale of assets or other
business combination, strategies to improve profitability, the repurchasing of
the company's stock by Dutch Auction or open market purchases, and redirecting
management resources.
Our nominees for election are:
- Charles Bolger, CEO of Bolger Publications, Inc.
- Stanley Goldberg, Managing Partner of Goldmark Advisors, LLC
- Gary S. Kohler, portfolio manager and director of equity research at
Whitebox Advisors, LLC and a member of the Committee
- Roger C. Lucas, Vice Chairman and Senior Scientific Advisor to Techne
Corporation
- Douglas M. Pihl, President and CEO of Mathstar, Inc.
- Andrew J. Redleaf, founder and CEO of Whitebox Advisors, LLC and a
member of the Committee
<PAGE> 3
We don't think Printware's management or Board of Directors care about
shareholder value. In response to our initial filing to commence this proxy
contest, Printware filed a preliminary proxy statement where it disclosed that
Printware may consider expanding the scope of the golden parachute agreement for
its CEO and adding a golden parachute agreement for one of its Vice Presidents
who does not currently have one. We see no business purpose for such action
other than management entrenchment.
Printware had $7.5 million of cash and available for sale securities at the
end of 1999. Printware does not appear to us to need all of this money, as
explained in our Proxy Statement. If Printware's cash and available for sale
securities position is determined by our nominees to be excessive, we may ask
our nominees to consider returning some portion of the excess to shareholders in
a fair manner.
We are presenting two proposals for consideration at Printware's 2000
Annual Meeting: A proposal to set the size of the Board of Directors to six
members and a proposal to elect our six director nominees to Printware's Board.
TO ENABLE US TO VOTE YOUR SHARES, PLEASE VOTE IN FAVOR OF OUR TWO PROPOSALS ON
THE ENCLOSED GREEN PROXY CARD AND RETURN IT BACK TO US. If you have already
returned a WHITE proxy card and wish to change your vote, you may do so by
voting in favor of our two proposals on the enclosed GREEN proxy card. If you
are unsure of the status of your proxy, contact your broker.
The Annual Meeting was originally scheduled for April 13, 2000. However,
Printware announced that it had adjourned the Annual Meeting to April 20, 2000,
at 3:30 p.m. and that on or before April 20, Printware hopes to be able to
announce a definitive meeting date when business will be conducted. We will use
proxies solicited from you to vote at the adjourned and reconvened Annual
Meeting.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL MR. RICK GRUBAUGH AT OUR PROXY
SOLICITOR, BEACON HILL PARTNERS, INC., 90 BROAD STREET, NEW YORK, NY 10004 AT
1-800-755-5001.
Thank you for your consideration.
On behalf of the Committee:
[/s/ Gary S. Kohler]
Gary S. Kohler
April 19, 2000
[/s/ Andrew J. Redleaf]
Andrew J. Redleaf
