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:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SPRECKELS INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
BEDFORD FALLS INVESTORS, L.P.
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(Name of Person Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2)
|X| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
|_| 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:
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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:
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(4) Proposed maximum aggregate value of transaction:
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|_| 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 be 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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PRELIMINARY COPY - JULY 24, 1996
SPRECKELS INDUSTRIES, INC.
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1996 ANNUAL MEETING OF STOCKHOLDERS
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PROXY STATEMENT OF BEDFORD FALLS INVESTORS, L.P.
This Proxy Statement and the accompanying Letter to Stockholders are being
furnished to holders of the common stock (the "Stockholders"), par value $.01
per share (the "Common Stock"), of Spreckels Industries, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies (the
"Proxy Solicitation") by Bedford Falls Investors, L.P., a Delaware limited
partnership ("Bedford"), for use at the Annual Meeting of Stockholders of the
Company, to be held on a date and at the time and place to be designated by the
Board of Directors of the Company, and at any and all adjournments or
postponements thereof (the "Annual Meeting"). The date of such Annual Meeting
has not yet been announced by the Company. The 1995 Annual Meeting was held on
November 2, 1995.
This Proxy Statement and the accompanying Letter to Stockholders are first
being furnished to Stockholders on or about July ___, 1996. The Company's
principal executive offices are located at One Morrocroft Centre, 6805 Morrison
Boulevard, Charlotte, North Carolina 28211.
At the Annual Meeting, nine directors are to be elected to hold office
until the next annual meeting and until their successors have been elected and
qualified. Bedford is soliciting your proxy in support of the election of the
six nominees named herein (collectively, the "Bedford Nominees" and individually
a "Bedford Nominee") to the Company's Board of Directors (the "Board of
Directors"). In the absence of any other nominations to the Board of Directors,
if all the Bedford Nominees are elected, three additional directors from the
current Board of Directors' slate of nominees (the "Company Nominees") with the
highest votes will also be elected to the Board of Directors at the Annual
Meeting. IF YOU WISH TO VOTE FOR THE BEDFORD NOMINEES, YOU MUST SUBMIT THE
ENCLOSED GOLD PROXY CARD AND MUST NOT SUBMIT THE COMPANY'S PROXY CARD, EVEN IF
YOU WISH TO VOTE FOR ONE OR MORE OF THE COMPANY NOMINEES.
Also at the Annual Meeting, Stockholders will be asked to vote to approve a
proposal submitted by Bedford (the "Bedford Proposal") as follows:
"The shareholders of Yale International Inc. hereby request that the
Board of Directors initiate and complete the steps necessary to achieve
a sale of the Company on terms that will maximize and realize
shareholder value as promptly as possible."
Under Delaware law, adoption of the Bedford Proposal will not require the
Board of Directors to follow the Stockholder's request. If the Bedford Nominees
are elected, they intend to fully explore the possible sale of the Company, if,
in the performance of their fiduciary duties, they determine such sale will
result in maximizing shareholder value. IF YOU WISH TO VOTE FOR THE BEDFORD
PROPOSAL, YOU MUST SUBMIT THE ENCLOSED GOLD PROXY CARD AND MUST NOT SUBMIT ANY
OTHER PROXY CARD.
Votes in favor of the Bedford Nominees and the Bedford Proposal may be made
separately and neither is conditioned on approval of the other.
YOUR VOTE IS IMPORTANT. If you agree with the reasons for Bedford's
solicitation set forth herein, and in the accompanying Letter to Stockholders,
and believe that the election of the Bedford Nominees to the Board of Directors
can make a difference, we urge you to vote for the election of the Bedford
Nominees and the Bedford Proposal, no matter how many or how few shares you own,
by signing, dating and mailing the enclosed GOLD proxy card.
Bedford urges you NOT to sign any proxy card sent to you by the Company.
ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and give instructions for such shares to be voted.
If your shares are registered in more than one name, the GOLD proxy card
must be signed by all such persons to ensure that all shares are voted.
If you have any questions or need assistance in voting your shares, please
call: (212) 486-8100
GENERAL
Only holders of Common Stock of record at the close of business on the date
established by the Company as the record date for the Annual Meeting (the
"Annual Meeting Record Date") will be entitled to vote at the Annual Meeting.
Such date will be not more than sixty (60) days prior to the Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after the Annual
Meeting Record Date. According to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996, as of May 17, 1996, there were outstanding
and entitled to vote 6,006,362 shares of Common Stock. Each share of Common
Stock entitles its owner to one vote, and a plurality of votes cast is necessary
to elect each of the Bedford Nominees and to adopt the Bedford Proposal. For
information concerning voting procedures at the Annual Meeting, see "Voting and
Proxy Procedures."
BEDFORD FALLS INVESTORS L.P.
Bedford is a Delaware limited partnership, the principal business of which
is to invest in securities. Bedford's sole general partner is Metropolitan
Capital Advisors, L.P. ("Metropolitan L.P."), a Delaware limited partnership
whose principal business is serving as general partner of Bedford. The general
partner of Metropolitan L.P., is Metropolitan Capital Advisors, Inc.
("Metropolitan Inc."), a New York corporation, all of the stock of which is
owned by Jeffrey E. Schwarz, a Bedford Nominee. Karen Finerman, a limited
partner of Metropolitan L.P. and an officer of Metropolitan Inc., is the spouse
of Lawrence E. Golub, a Bedford Nominee. Robert F. Lietzow, Jr. is an employee
of Metropolitan Inc. Bedford beneficially owns in the aggregate 590,836 shares
of Common Stock, including 296,236 shares subject to currently exercisable
warrants, representing approximately 9.4% of the shares outstanding. Further
information regarding Common Stock ownership by Bedford and its affiliates is
set forth in Appendix A hereto.
Information concerning the Bedford Nominees is set forth below under
"Nominees for Election as Directors." Additional information concerning Bedford,
the Bedford Nominees, and their holdings of Common Stock is set forth in
Appendices A and B hereto.
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting, nine directors are to be elected. The directors so
elected will serve in such capacity for one-year terms to expire at the 1997
Annual Meeting of Stockholders and until their successors are elected and
qualified.
Bedford is proposing the election of the six Bedford Nominees to the Board
of Directors which, if elected, will constitute a majority of the Company's nine
member Board of Directors. Bedford does not expect that any of the Bedford
Nominees will be unable to stand for election, but, in the event that a vacancy
in the slate of the Bedford Nominees should occur unexpectedly, the shares of
Common Stock represented by the enclosed GOLD proxy card will be voted for a
substitute candidate selected by Bedford.
As nine directors are to be elected at the Annual Meeting and Bedford is
proposing only six nominees, then even if all Bedford Nominees are elected, the
three Company Nominees with the highest votes will also be elected to the Board
of Directors. IF YOU WISH TO VOTE FOR THE BEDFORD NOMINEES, YOU MUST SUBMIT THE
ENCLOSED GOLD PROXY CARD AND MUST NOT SUBMIT THE COMPANY'S PROXY CARD, EVEN IF
YOU WISH TO VOTE FOR ANY OF THE COMPANY NOMINEES.
In the event that the Bedford Nominees are elected and any of the three
Company Nominees also elected to the Board of Directors decline to serve, the
Bedford Nominees will seek to fill any of such vacant positions by appointing
other qualified individuals, including, possibly, members of management. If such
individuals decline to serve on the Board, or if vacancies exist even after
their appointment, the Bedford Nominees will either leave such positions vacant
or will seek to fill such positions as they deem appropriate.
The following information concerning age, principal occupation, business
experience during the last five years and directorships of other publicly-owned
companies has been furnished to Bedford by the Bedford Nominees, who have all
expressed their willingness to serve on the Board of Directors of the Company.
JEFFREY E. SCHWARZ, age 37, since July 1992, has been Chief Executive
Officer and a director of Metropolitan Capital Advisors, Inc., a firm that
provides investment management services and which is the corporate general
partner of Metropolitan L.P., the general partner of Bedford. Mr. Schwarz served
as President of Metropolitan Capital Group, Inc., a firm providing investment
management and investment banking services from August 1990 until June 1992.
Since August 1992, Mr. Schwarz has also been Chairman of EK Management Corp.,
the general partner of EK Associates, L.P. (also known as Ekco/Glaco Ltd.), a
limited partnership engaged in providing goods and services to the baking
industry.
LAWRENCE E. GOLUB, age 36, since October 1994, been President of Golub
Associates Incorporated, an investment and financial advisory firm that he
founded and owns. From September 1993 to October 1994, Mr. Golub was a Managing
Director of Bankers Trust Company, where he participated in structuring,
recapitalizing, hedging and selling public and private equity investments. From
September 1992 to August 1993, Mr. Golub was a White House Fellow, serving as
Special Assistant to the Secretary of Health and Human Services and as policy
coordinator for the President's cabinet-level health care reform group. Mr.
Golub was a Managing Director of Wasserstein Perella & Co., Inc. from February
1990 to August 1992, specializing in corporate finance, and was a Vice President
of Allen & Company Incorporated, a private investment banking firm, from 1985 to
1990. Mr. Golub is a director of Bayou Steel Corp., an AMEX-listed steel
manufacturer.
JOSEPH F. MAZZELLA, age 43, has been a partner at the law firm of Lane
Altman & Owens LLP in Boston, Massachusetts, since 1985. Mr. Mazzella joined
Lane Altman & Owens LLP as an associate in 1980 and, prior thereto, was an
attorney with the Securities and Exchange Commission in Washington, D.C. Mr.
Mazzella has been a director of Alliant Techsystems Inc., a NYSE listed defense
and aerospace contractor, since August 1994. Mr. Mazzella is Chairman of the
Compensation Committee of the Board of Directors of Alliant and is a member of
the Audit Committee thereof.
MICHAEL P. FLEISCHER, age 40, has been a principal and the Chief Executive
Officer of Active Management Group, Inc., a firm that provides turnaround
management services ("AMG"), since May 1990. Since August 1992, Mr. Fleischer
has been a principal and the President of EK Management Corp., the general
partner of EK Associates, L.P. (also known as Ekco/Glaco Ltd.), a limited
partnership engaged in providing goods and services to the baking industry. As
Chief Executive Officer of AMG, Mr. Fleischer provides management services to EK
Associates, L.P. Prior thereto, Mr. Fleischer served as a consultant at McKinsey
& Co., Inc. from September 1985 until April 1990. From September 1979 until
August 1983, Mr. Fleischer served in the U.S. Foreign Service. Mr. Fleischer
served as a director of Alliant Techsystems Inc. from August 1994 until March
1995.
JONATHAN G. GUSS, age 37, has been a principal and the President of Active
Management Group, Inc. ("AMG"), a firm that provides turnaround management
services, since May 1990. Since August 1992, Mr. Guss has been a principal and
the Chief Executive Officer of EK Management Corp., the general partner of EK
Associates, L.P. (also known as Ekco/Glaco Ltd.), a limited partnership engaged
in providing goods and services to the baking industry. As President of AMG, Mr.
Guss provides management services to EK Associates, L.P. Prior thereto, Mr. Guss
was a consultant at Booz, Allen & Hamilton, Inc. from September 1985 until May
1990. Mr. Guss has been a director of Alliant Techsystems Inc. since August
1994, is Chairman of Alliant's Audit Committee and is a member of Alliant's
Compensation Committee.
ROBERT F. LIETZOW, JR., age 31, is a Vice President of Metropolitan Capital
Advisors, Inc., and has so served since November 1994. During the period from
February 1992 until October 1994, Mr. Lietzow was the Managing Director of
Lietzow Investments, an investment management company. From June 1989 until
February 1991, Mr. Lietzow was an associate at Equity Group Holdings, Inc., an
investment holding company.
Each Bedford Nominee has agreed with Bedford that Bedford will bear all
costs and expenses of, and indemnify against any and all liability incurred by
each Bedford Nominee in connection with the Bedford Nominee being a candidate
for election to the Board of Directors. Each Bedford Nominee will receive
directors' fees upon his election as a director of the Company in accordance
with the Company's practice.
Except as set forth in this Proxy Statement or in the Appendices hereto, to
the best knowledge of Bedford, none of Bedford, any of the persons participating
in this solicitation on behalf of Bedford, any of the Bedford Nominees,
Metropolitan L.P., Metropolitan, Inc., nor any associate of any of the foregoing
persons (i) owns beneficially, directly or indirectly, or has the right to
acquire, any securities of the Company or any parent or subsidiary of the
Company, (ii) owns any securities of the Company of record but not beneficially,
(iii) has purchased or sold any securities of the Company within the past two
years, (iv) has incurred indebtedness for the purpose of acquiring or holding
securities of the Company, (v) is or has been a party to any contract,
arrangement or understanding with respect to any securities of the Company
within the past year, (vi) has been indebted to the Company or any of its
subsidiaries since the beginning of the Company's last fiscal year or (vii) has
any arrangement or understanding with respect to future employment by the
Company or with respect to any future transactions to which the Company or any
of its affiliates will or may be a party. In addition, except as
set forth in this Proxy Statement or in the Appendices hereto, to the best
knowledge of Bedford , none of Bedford, any of the persons participating in this
solicitation on behalf of Bedford, any of the Bedford Nominees, Bedford,
Metropolitan L.P., Metropolitan Inc., nor any associate or immediate family
member of any of the foregoing persons has had or is to have a direct or
indirect material interest in any transaction with the Company since the
beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the corporations or organizations in which any of the Bedford
Nominees has conducted his principal occupation or employment was a parent,
subsidiary or other affiliate of the Company and none of the Bedford Nominees
holds any position or office with the Company, has any family relationship with
any executive officer or director of the Company or each other, or has been
involved in any legal proceedings of the type required to be disclosed by the
rules governing this solicitation.
BEDFORD SHAREHOLDER PROPOSAL
By letter dated JUNE 3, 1996, Bedford delivered to the Company a proposal
to be presented for Stockholder approval at the Company's next meeting of
Stockholders. Such proposal is as follows:
Proposal:
That the shareholders of Yale International, Inc. ("Yale" or the "Company")
hereby request that the Board of Directors initiate and complete the steps
necessary to achieve a sale of the Company on terms that will maximize and
realize shareholder value as promptly as possible.
Supporting Statement:
The proposal requests that the Board of Directors actively seek to maximize
the value of Yale Stockholder's investment through a sale of the Company. Up
until now, the Board has not openly solicited such bids for the sale of the
Company but, instead, has implemented anti-takeover measures designed to
discourage unsolicited bids and maintain its control over the Company. In the
American Enterprises Offer to Purchase (described below), the Company is
reported to have refused to enter negotiations for the sale of the Company, and
stated management's intention to remain independent.
Bedford believes a sale of the Company to the highest bidder is the best
strategic alternative available for Stockholders based on the Company's limited
growth prospects as an independent company. The materials handling business is
increasingly dominated by large, well-capitalized, multi-national companies
broadening both their geographic reach and their product offerings. Their
financial strength and flexibility allows these competitors to complete
strategic acquisitions and better withstand the periodic downturns of a cyclical
business.
The high acquisition prices being paid by strong strategic buyers make it
unlikely that the Company will be able to implement a workable growth strategy
through acquisitions. However, this very fact indicates that as an acquisition
target, the Company should command a premium price for its Stockholders, and
that pursuing the sale of the Company will generate the highest value for Yale
Stockholders.
The proposal does not prevent the Board of Directors from recommending
alternative strategies to maximize shareholder value, but requests that sale of
the Company be pursued as the plan most likely to achieve the highest values for
shareholders.
BEDFORD CONTACTS WITH THE COMPANY
Since 1995, Bedford, through its representatives, has communicated to the
Company its view that the Company should explore all strategic alternatives to
maximize shareholder value, and that significant shareholder representation on
the Board of Directors was important to the proper consideration and pursuit of
those alternatives.
In a letter dated NOVEMBER 30, 1995, Bedford stated to Mr. Bart A. Brown,
Jr., Chairman of the Board of the Company, and Mr. Gary L. Tessitore, Chief
Executive Officer of the Company, that
"We strongly believe that increasing shareholder representation on the
Board of Directors is critical at this time for two reasons. Firstly, the
resignation from the Board last month by the representative of Prudential
Insurance Company of America (which until recently was your largest
shareholder) has left the Board lacking sufficient shareholder
representation. Secondly, the large ownership stake accumulated by American
Enterprises, L.L.C. ("American") creates a situation whereby American may
seek to force Spreckels to undertake a transaction which benefits American
at the expense of all the other shareholders of the Company. We believe it
is incumbent upon Spreckels to take a proactive role to ensure that the
significant underlying values present in the Company's businesses will be
realized for the benefit of all shareholders. In furtherance of that goal,
Metropolitan strongly encourages the Company to:
1. Accelerate the process whereby Schroder Wertheim & Co. ("Schroder")
is evaluating alternatives for disposition of the Company's sugar business
including, but not limited to, a sale, spin-off or liquidation of the sugar
business.
2. Additionally, broaden the mandate of Schroder to include examining
all available alternatives for maximizing shareholder value including, but
not limited to, a sale of Spreckels as a whole, or a sale of the Company's
industrial business.
We believe that the presence on the Board of a shareholder
representative would be invaluable in aiding the Board in an evaluation of
any proposals that might be forthcoming from American or any competing
proposals that might be generated by Schroder and in ensuring that
shareholder concerns and views are readily available to the Company's
management in a direct and ongoing fashion."
By letter dated JANUARY 9, 1996, in response to the Company's search for
new Directors to act as shareholder representatives, Bedford nominated Mr.
Robert F. Lietzow, Jr., a Bedford Nominee, to serve as a Director of the
Company. In subsequent telephone conversations, the Company rejected Mr. Lietzow
as a candidate for election.
By letter dated MAY 16, 1996, Bedford advised the Company of its intention
to nominate a slate of Directors for election at the Company's 1996 Annual
Meeting which would be committed to the near-term maximization of value of the
Company's stock. Bedford also stated that it would submit for Stockholder vote a
proposal to pursue the sale of the Company, and requested clarification of the
Company's By-laws as they pertain to Director nominations and Stockholder
proposals. In such letter, Bedford stated:
. . . "Yale is well positioned to capitalize on the demand from
potential [acquirors] for companies with strong market shares in niche
product lines. In fact, based upon discussions Bedford Falls has had with a
number of potential buyers, now that the sugar business has been sold, we
believe Yale could command a substantial premium to the current market
price, if the company were to be sold.
Therefore, we believe it is in the best interest of Yale shareholders to
seek a buyer for the Company now."
On JUNE 3, 1996, Bedford submitted the Bedford Proposal described above
under the heading "Bedford Shareholder Proposal".
On or about JUNE 13, 1996, Bedford's representatives telephoned Mr. Bart
Brown and Mr. Gary Tessitore and proposed to them a meeting between the Company
and many of the Company's substantial shareholders to discuss the Company's
business strategy and prospects, and to provide shareholders with a forum to
express directly to management their concerns and expectations. After discussing
with Bedford the possible location and timing of such meeting, on or about July
1, 1996, management of the Company rejected Bedford's proposal for such a
meeting. Thereafter, on July 2, 1996, Bedford sent the following letter to Mr.
Gary Tessitore, Chief Executive Officer of the Company:
"I was greatly disappointed to learn that you and Bart Brown had
reconsidered meeting with representatives of Bedford Falls Investors, L.P.
and other substantial shareholders of the Company. We had hoped that your
initial willingness to meet indicated greater openness and cooperation with
shareholders than had been demonstrated in the past. Instead we find your
explanation that now is not the "right time" for such a meeting to be
inexplicable. It is hard to see a "wrong time" for management to hear the
views of shareholders who are so invested in the Company and its future.
For many months we have been discussing with shareholders and other
interested parties the Company's business, future prospects, and available
strategic alternatives. We have tried to involve the Company in these
discussions for the good of all shareholders. The Company's unsatisfactory
response to these efforts, its subsequent refusal to clarify its director
nomination procedures (in the face of conflicting By-laws) and its
rejection of a meeting with interested shareholders, have convinced us that
if the owners of Yale International are to have any influence over the
future of their Company, an alternative slate of Directors, committed to
serving the interests of Yale shareholders, must be placed in nomination.
Therefore, we will shortly be providing Yale's Corporate Secretary with the
names of our nominees and the requisite nomination information.
The upcoming meeting of the shareholders of Yale will provide the
Company's owners a fortuitous opportunity to chart the future direction of
their company. Until then, it is imperative that the Board of Directors not
engage in any attempt to entrench the current Board, directly of indirectly
limit the shareholders' ability to choose an alternative slate of
Directors, or preclude the shareholders of Yale from realizing a control
premium for their shares."
On JULY 3, 1996, the Company sent to Bedford's representatives the
following letter:
"Dear Jeff:
I received your letter dated yesterday and wanted to respond back to
you immediately. I believe that Karen Finerman might have misinterpreted my
comments regarding possible meetings with our shareholders.
As Rob Lietzow and you know, the management of Yale International has
always believed that one of our responsibilities to our shareholders is to
periodically meet with them to inform them of the activities of the Company
and to listen to any concerns which they might have. Over the past three
years such meetings have been numerous, including several with your
organization. We have even taken additional steps to increase the
communication with our shareholders, such as our quarterly conference calls
with investors, participation at conferences sponsored by investment banks,
meetings in our corporate offices, tours of our operating plants (which Rob
Lietzow has been provided), and so forth. Therefore, I believe the
statement in your letter that meetings with shareholders at the current
time would indicate a greater level of communication than has been
exhibited in the past is in error.
With our fiscal year ending only two days ago, and with the
finalization of our fiscal 1997 operating plans now underway, we do not
believe that mid-July represents the best time to discuss both the current
operating environments as well as the strategic direction of the Company
with our shareholders. Over the next few weeks, we will determine the
appropriate forum and timing for any possible shareholder meetings.
With respect to the Company's director nomination, on May 25, 1996,
[Company counsel] responded to the questions raised by your legal advisors
and also provided them with a copy of the Company's current By-laws.
Therefore, we do not understand your comment that we have refused to
clarify our procedures. If your legal advisors still have questions, I
suggest they contact [Company counsel]. I hope that this letter clarifies
our desire to continue the long-standing approach that Yale International
has in regards to open communications with our shareholders."
Finally, on JULY 11, 1996, Bedford delivered to the Company notice of its
intention to nominate six Directors to the Company's nine-person Board of
Directors to be elected at the Company's next Annual Meeting.
AMERICAN ENTERPRISES TENDER OFFER
On July 19, 1996, American Enterprises Acquisition Corp., a Delaware
corporation, a wholly-owned subsidiary of American Enterprises, LLC, a Delaware
limited liability company (collectively, "American Enterprises") commenced a
cash tender offer to purchase all outstanding shares of Common Stock of the
Company at a price of $16.50 per share, and to purchase all outstanding warrants
for a price equal to the difference between $16.50 and the exercise price of
each warrant (the "American Enterprises Bid"). The American Enterprises Bid is
scheduled to expire on August 15, 1996, and is subject to general conditions set
forth in an Offer to Purchase dated July 19, 1996. In the Offer to Purchase,
American Enterprises also has disclosed its intention to nominate a slate of
Directors who would be committed, subject to their fiduciary duties, to complete
the sale of the Company to American Enterprises. American Enterprises also
disclosed that it had brought an action in Delaware Chancery Court seeking,
generally, to invalidate the advance notice provision of the Company's By-laws
with respect to Director nominations, to enjoin the Board from amending its
common stock purchase rights plan or otherwise frustrate shareholder's rights to
wage a proxy fight, and to render inapplicable to the American Enterprises Bid
the Company's outstanding common stock purchase rights. No further information
regarding the American Enterprises Bid, nor any recommendation with respect to
the American Enterprises Bid, is provided herein.
CHANGE OF CONTROL AGREEMENTS
According to publicly available information, the Company has change of
control indemnity agreements with directors and officers pursuant to which the
Company is obligated to acquire for the benefit of each director and officer an
irrevocable $1,000,000 letter of credit in the event of a Change of Control (as
defined) of the Company. Such letter of credit, generally, would be subject to
draw by the officer or director to fund any unsatisfied indemnification
obligation owed to such individual by the Company. For purposes of the
agreement, "Change of Control" is defined to include the acquisition by any
person of beneficial ownership of greater than 15% of the Company's outstanding
voting securities, the approval of any sale or merger of the Company, or
significant changes in the composition of the Board. Unless amended or waived,
in the event the Bedford Nominees are elected, the above-described agreements
would require the Company to acquire letters of credit with a principal amount
of $12,000,000, based upon there being twelve directors and executive officers
of the Company.
The Company has outstanding approximately $70 million principal amount of
11 1/2% Senior Secured Notes due 2000 (the "Notes"). Following the consummation
of a Change in Control transaction, which is defined to include the replacement
of a majority of the Board of Directors of the Company, each holder of the Notes
will have the right to demand that the Company repurchase the holder's Notes at
101% (100% on and after September 1, 1998) of their principal amount, plus
accrued interest, within 90 days of the Change in Control. If the holders of the
Notes were to demand payment under these provisions, and the Company did not
have adequate funds to make such payment, the Company could be in default under
the Notes (and possibly in default under other obligations with "cross default"
provisions), and such default could have a material adverse effect on the
Company. Since the Notes have recently traded at prices above 101% of their
principal amount, Bedford believes that noteholders are likely not to exercise
such Change of Control demand provisions, but no prediction is made hereunder
regarding future trading prices for the notes or the likelihood of noteholders
exercising such rights. If the Bedford nominees are elected, and such demand
were made, the Bedford Nominees may seek to negotiate the note holders consent
to waive such default. If such waiver were not obtained, Bedford believes that
adequate alternative financing would be available to make such payments.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
AND CHANGE OF NAME
Bedford believes that at the Annual Meeting, Stockholders will be asked to
ratify the appointment by the Company of Arthur Andersen LLP as the Company's
independent accounts for the fiscal year ending June 30, 1997. Bedford is in
favor of this proposal. See "Voting and Proxy Procedures."
The Company has announced its intention to seek Stockholder approval of the
change of its name to Yale International, Inc. Bedford is in favor of this
proposal.
SOLICITATION; EXPENSES
Proxies may be solicited by Bedford by mail, advertisement, telephone,
facsimile, telegraph and personal solicitation. Proxies may be similarly
solicited by Metropolitan L.P., Metropolitan, Inc. and its officers and by the
Bedford Nominees, for which no compensation will be paid. Banks, brokerage
houses and other custodians, nominees and fiduciaries will be requested to
forward Bedford's solicitation material to their customers for whom they hold
shares and Bedford will reimburse them for their reasonable out-of-pocket
expenses.
Prior to the Annual Meeting, Bedford expects to retain a proxy solicitation
firm to assist in the solicitation of proxies and for related services. Bedford
expects that it will pay such firm a fee and will reimburse it for its
reasonable out-of-pocket expenses. In addition, Bedford expects that it will
agree to indemnify such firm against certain liabilities, and expenses,
including liabilities and expenses under the federal securities laws.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by Bedford.
Bedford estimates that the total expenditures relating to the Proxy
Solicitation incurred by Bedford will be approximately $__________,
approximately $___________ of which has been incurred to date. Bedford intends
to seek reimbursement from the Company for those expenses incurred by Bedford if
the Bedford Nominees are elected to the Board of Directors, but does not intend
to submit the questions of such reimbursement to a vote of the Stockholders.
VOTING SECURITIES OUTSTANDING;
INFORMATION ABOUT THE COMPANY
According to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, as of May 17, 1996 there were outstanding and entitled to
vote 6,006,362 shares of Common Stock constituting the only class of outstanding
voting securities. Each share of Common Stock entitles its owner to one vote.
See Appendix C for information regarding persons who beneficially own more
than 5% of the Common Stock and the ownership of the Common Stock by the
management of the Company.
VOTING AND PROXY PROCEDURES
For the proxy solicited hereby to be voted, the enclosed GOLD proxy card
must be signed, dated and returned to Bedford Falls Investors, L.P. 660 Madison
Avenue, 20th Floor, New York, New York 10021 in the enclosed envelope in time to
be voted at the Annual Meeting. IF YOU WISH TO VOTE FOR THE BEDFORD NOMINEES,
YOU MUST SUBMIT THE ENCLOSED GOLD PROXY CARD AND MUST NOT SUBMIT THE COMPANY'S
PROXY CARD, EVEN IF YOU WISH TO VOTE FOR ANY OF THE COMPANY NOMINEES. If you
have already returned the Board of Directors' proxy card to the Company, you
have the right to revoke it as to all matters covered thereby and may do so by
subsequently signing, dating and mailing the enclosed GOLD proxy card. ONLY YOUR
LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a GOLD proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation, (ii) submitting a
duly executed proxy bearing a later date to the Secretary of the Company or
(iii) attending and voting at the Annual Meeting in person. Attendance at the
Annual Meeting will not in and of itself constitute a revocation.
Election of the Bedford Nominees requires the affirmative vote of a
plurality of the votes cast on the matter at the Annual Meeting, assuming a
quorum is present or otherwise represented at the Annual Meeting. Consequently,
only shares of Common Stock that are voted in favor of a particular nominee will
be counted toward such nominee's attaining a plurality of votes. Shares of
Common Stock present at the meeting that are not voted for a particular nominee
(including broker non-votes) and shares of Common Stock present by proxy where
the Stockholder properly withheld authority to vote for such nominee will not be
counted toward such nominee's attainment of a plurality.
Shares of Common Stock represented by a valid, unrevoked GOLD proxy card
will be voted as specified. You may vote FOR the election of the Bedford
Nominees or withhold authority to vote for the election of the Bedford Nominees
by marking the proper box on the GOLD proxy card. You may also withhold your
vote from any of the Bedford Nominees by writing the name of such nominee in the
space provided on the GOLD proxy card. If no specification is made, such shares
will be voted FOR the election of all of the Bedford Nominees. In addition, you
may vote for the ratification of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending June 30, 1997, or vote
against or abstain from voting on the ratification of Arthur Andersen LLP, by
marking the proper box on the GOLD proxy card. If no specification is made, your
shares will be voted FOR the ratification of Arthur Andersen LLP as the
Company's independent accountants.
Except as set forth in this Proxy Statement, Bedford is not aware of any
other matter to be considered at the Annual Meeting. However, if Bedford learns
of any other proposals made at a reasonable time before the Annual Meeting,
Bedford will either supplement this Proxy Statement and provide an opportunity
to Stockholders to vote by proxy directly on such matter or will not exercise
discretionary authority with respect thereto. If other proposals are made
thereafter, the persons named as proxies on the enclosed GOLD proxy card will
vote proxies solicited hereby in their discretion.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute on your behalf the GOLD proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date
established by the Board of Directors for the Annual Meeting, will be entitled
to vote at the Annual Meeting. If you are a Stockholder of record on the Annual
Meeting Record Date, you will retain the voting rights in connection with the
Annual Meeting even if you sell such shares after the Annual Meeting Record
Date. Accordingly, it is important that you vote the shares of Common Stock held
by you on the Annual Meeting Record Date, or grant a proxy to vote such shares
on the GOLD proxy card, even if you sell such shares after such date.
Bedford believes that it is in your best interest to elect the Bedford
Nominees at the Annual Meeting. BEDFORD STRONGLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE BEDFORD NOMINEES.
BEDFORD FALLS INVESTORS, L.P.
July ___, 1996
APPENDIX A
INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION
The following sets forth the name, business address, and the number of
shares of Common Stock of the Company beneficially owned by each of (i) the
Bedford Nominees, and (ii) Bedford.
<TABLE>
<CAPTION>
No. of Shares
of Common Stock Percent
Business Beneficially of
Name Address Owned Class
- ---- ------- ----- -----
<S> <C> <C> <C>
Jeffrey E. Schwarz Metropolitan Capital Advisors, Inc. 658,733(1) 10.45%
660 Madison Avenue
New York, NY 10021
Bedford Falls Investors, Metropolitan Capital Advisors, Inc. 590,836(2) 9.4%
L.P. 660 Madison Avenue
New York, NY 10021
Robert F. Lietzow, Jr. Metropolitan Capital Advisors, Inc. 8,000(3) *
660 Madison Avenue
New York, NY 10021
Lawrence E. Golub Golub Associates 46,667(4) *
230 Park Avenue
New York, NY 10169
Michael P. Fleischer Active Management Group, Inc. 5,750 *
1418 So. 5th Street
Tacoma, WA 98405
Joseph F. Mazzella Lane Altman & Owens LLP 1,500 *
101 Federal Street
Boston, MA 02110
Jonathan G. Guss Active Management Group, Inc. 5,750 *
1418 So. 5th Street
Tacoma, WA 98405
* less than 1%
</TABLE>
- ---------------------------
(1) Mr. Schwarz does not own any shares of the Common Stock directly, but
may be deemed to have beneficial ownership by virtue of holding shared
dispositive and shared voting power over all shares held by Bedford
Falls Investors, L.P. and a managed brokerage account which owns 67,897
shares, of which 31,097 shares are subject to currently exercisable
warrants.
(2) Includes currently exercisable warrants to purchase 296,236 shares of
Class A Common Stock of the Company.
(3) Includes currently exercisable warrants to purchase 6,000 shares of
Class A Common Stock of the Company.
(4) Represents currently exercisable warrants to purchase 46,667 shares of
Class A Common Stock of the Company.
A-1
APPENDIX B
TRANSACTIONS IN SHARES OF SPRECKELS INDUSTRIES, INC.
The following table sets forth information with respect to all purchases
and sales of shares of Common Stock of the Company by Bedford and its affiliates
and the Bedford Nominees during the past two years:
JEFFREY E. SCHWARZ
NO. OF SHARES PURCHASED (SOLD) TRADE DATE
- ------------------------------ ----------
8,500 4/7/95
21,100 4/11/95
13,400 4/12/95
11,100 4/28/95
1,800 5/1/95
2,000 5/2/95
4,300 5/3/95
7,200 5/17/95
30,300 9/11/95
48,400 9/13/95
34,700 9/18/95
10,000 9/22/95
1,000 9/26/95
35,000 9/26/95
21,500 10/27/95
3,400 11/10/95
40,900 11/20/95
296,236* 11/30/95
* Represents Warrants
All transactions listed above were for the account of Bedford and may
be deemed to be transactions by Jeffrey E. Schwarz by virtue of his holding,
indirectly, shared dispositive and shared voting power over shares of Class A
Common Stock held by Bedford. In addition, Mr. Schwarz may be deemed to have
made the following purchases and sales of Common Stock by certain managed
brokerage accounts (the "Managed Accounts") as a result of his having,
indirectly, shared voting and dispositive power over such accounts by reason of
an investment advisory agreement between such Managed Accounts and entities of
which Mr. Schwarz may be deemed a controlling person.
B-1
NUMBER OF SHARES PURCHASED (SOLD) TRADE DATE
--------------------------------- ----------
400 4/7/95
1,100 4/7/95
2,800 4/11/95
1,100 4/11/95
1,400 4/12/95
200 4/12/95
1,400 4/28/95
500 4/28/95
500 5/2/95
900 5/3/95
400 5/3/95
500 5/17/95
400 5/17/95
3,300 9/11/95
1,400 9/11/95
4,200 9/13/95
2,400 9/13/95
3,700 9/18/95
1,600 9/18/95
2,700 10/27/95
800 10/27/95
2,000 11/10/95
2,100 11/10/95
2,000 11/10/95
4,300 11/20/95
1,800 11/20/95
31,097* 11/30/95
(13,100) 12/5/95
6,000 7/11/96
* Represents Warrants
Some part of the purchase price of the shares bought by Bedford and the
Managed Accounts was borrowed pursuant to margin accounts. The portion of such
funds provided by margin borrowing is not readily determinable and varies from
time to time as a result of varying margin account availability and other,
unrelated, ongoing transactions in such accounts. As of July 9, 1996, the amount
of such indebtedness estimated to be attributable to the holding of Common Stock
of the Company is approximately $517,311 for Bedford and $37,880 for the Managed
Accounts.
B-2
NUMBER OF SHARES PURCHASED (SOLD) TRADE DATE
--------------------------------- ----------
ROBERT F. LIETZOW, JR.
1,000 9/13/96
1,000 11/10/95
6,000* 11/30/95
* Represents Warrants
LAWRENCE E. GOLUB
46,667* 11/30/95
* Represents Warrants
JOSEPH F. MAZZELLA
1,500 7/11/96
MICHAEL P. FLEISCHER
5,750 7/11/96
JONATHAN G. GUSS
5,750 7/11/96
B-3
APPENDIX C
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the knowledge of Bedford based on a
review of publicly available information, each person reported to own
beneficially more than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP OF THE
OF COMPANY'S COMMON PERCENT
BENEFICIAL OWNER STOCK OF CLASS
---------------- ----- --------
<S> <C> <C>
Metropolitan Capital Advisors, Inc. 658,733(1) 10.45%
660 Madison Avenue
New York, NY 10021
Robert Fleming, Inc. 531,163(2) 8.9%
1285 Avenue of the Americas
New York, NY 10019
American Enterprises, L.L.C. 1,201,260(3) 20.0%
701 East Franklin Street
Richmond, Virginia 23219
Scoggin Capital Management, L.P. 386,333(4) 6.2%
</TABLE>
- --------
1 As of July 11, 1996, as reported in Amendment No. 2 to a Schedule 13D
filed with the Securities and Exchange Commission (the "SEC") on July 12, 1996.
Such Amendment reported that (i) Bedford Falls Investors, L.P. had the sole
power to vote or dispose of or direct the voting or disposition of 590,836
shares of Common Stock of the Company, of which 296,236 are represented by
currently exercisable warrants, and (ii) such voting and dispositive power may
be exercised on behalf of Bedford Falls Investors, L.P. by its General Partner,
Metropolitan Capital Advisors, L.P., which acts through its corporate General
Partner, Metropolitan Capital Advisors, Inc. By virtue of its position as
General Partner of Metropolitan Capital Advisors, L.P., the General Partner of
Bedford Falls Investors, L.P., Metropolitan Capital Advisors, Inc. may be deemed
to have shared voting and dispositive power over the 590,836 shares of Common
Stock of the Company beneficially owned by Bedford Falls Investors, L.P. In
addition, by virtue of its discretionary trading authority over 67, 897 shares
of the Company's Common Stock, (31,097 of which may be acquired upon exercise of
currently exercisable warrants), held in a managed account, Metropolitan Capital
Advisors may be deemed the beneficial owner of an aggregate amount of 658,733
shares of Common Stock of the Company. Such Amendment also reported that (i)
Jeffrey E. Schwarz did not own any shares of Common Stock directly but may be
deemed the beneficial owner of 658,733 shares (10.45%) of the Common Stock of
the Company, of which 296,236 are represented by currently exercisable warrants,
as a result of his being a director, executive officer and controlling
stockholder of Metropolitan Capital Advisors, Inc. and (ii) that Karen Finerman
did not own any shares of Common Stock directly but may be deemed to be the
beneficial of the aforementioned 658,733 shares of Common Stock of the Company
by virtue of her being a director and executive officer of Metropolitan Capital
Advisors, Inc.
2 Pursuant to a Schedule 13D filed with the Securities and Exchange
Commission on January 12, 1995, Robert Fleming, Inc. (RFI"), Philip S.
Schaeffer, Michael E. Rowe, Sarah H. Schaeffer, Louis P. Schaeffer, Marilyn J.
Schaeffer, Frank E. Rowe, Jr. and Portfolio Press have identified themselves as
a "group" formed for the purposes of acquiring, holding or disposing of
securities of the Company. According to such Schedule 13D (as supplemented by
letter dated September 27, 1995), RFI is the beneficial owner of 107,722 of the
shares and has sole voting and investment power with respect thereto and Philip
Schaeffer is the beneficial owner of 22,615 of such shares and has sole voting
and investment power with respect thereto. The remaining 400,826 of such shares
represent shares beneficially owned by advisory clients of RFI and as to which
RFI has the voting power and investment power with respect thereto, which power
is exercised by Philip Schaeffer on behalf of RFI. Mr. Schaeffer and RFI
disclaim beneficial ownership of such 380,826 shares. The other persons listed
in the Schedule 13D disclosed no share ownership as of the filing date. The
address for Philip S. Schaeffer and Robert Fleming, Inc. is 320 Park Avenue, New
York, New York 10022, attention Philip Schaeffer.
3 As of July 19, 1996, as reported in a Joint Schedule 14D-1 and Amendment
No. 2 to a Schedule 13D filed with the SEC on July 19, 1996. American
Enterprises, L.L.C. holds the sole power to vote or direct the vote and to
dispose or direct the disposition of 1,201,260 shares of Common Stock of the
Company. By virtue of their limited liability interest in American Enterprises,
L.L.C., Mitchell P. Rales and Steve M. Rales may be deemed to share the power to
vote or direct the vote and the power to dispose or direct the disposition of,
all the shares of Common Stock of the Company owned by American Enterprises,
Inc.
4 As of December 1, 1996, as reported in a Schedule 13D filed with the SEC
on December 11, 1996. The Schedule 13D reported that Scoggin Capital Management,
L.P. beneficially owns 386,333 shares of Common Stock of the Company. Such
shares consists of 155,500 shares of Common Stock owned by Scoggin Capital
Management, L.P. 163,683 shares issuable upon exercise of currently exercisable
warrants to purchase Common Stock owned by Scoggin Capital Management, L.P.,
37,000 shares of Common Stock held in managed customer accounts, and 29,650
shares issuable upon the exercise of currently exercisable warrants to purchase
Common Stock in such managed customer accounts.
C-1
<TABLE>
<S> <C> <C>
660 Madison Avenue
New York, NY 10021
James G. Dinan 437,800(5) 7.0%
Dinan Management, L.L.C.
350 Park Avenue
New York, NY 10022
Oppenheimer & Co., Inc 459,920(6) 7.7%
200 Liberty Street
New York, NY 10281
</TABLE>
- --------
5 As of January 18, 1996, as reported in a Schedule 13D filed with the SEC
on January 29, 1996. The Schedule 13D reported that James G. Dinan: (i)
purchased no shares of Common Stock of the Company for his own account. The
Schedule 13D also reported that James G. Dinan has shared voting and on
dispositive power with respect to an aggregate of 437,800 shares of Common Stock
consisting of (i) 225,300 shares owned by Dinan Management, L.L.C. by virtue of
his being the Senior Managing Director, Member and holder of 99% interest in
Dinan Management, L.L.C., (ii) 187,800 shares directly owned by York Investment
Limited by virtue of Dinan Management Corporation (of which James G. Dinan is
president and sole stockholder), being sub-manager for York Investment, and
(iii) 24,700 shares purchased on behalf of managed accounts over which Dinan has
voting and/or dispositive power through JGD Management Corp., of which James G.
Dinan is president and sole stockholder of the 437,800 shares of Common Stock of
the Company aforementioned, 240,000 are represented by currently exercisable
warrants of, 135,000 of which are held by York Capital Management, L.P. and
105,000 of which are owned by York Investment, Limited.
6 As of May 9, 1996, as reported in a Schedule 13D filed with the SEC on
May 17, 1996. The Schedule 13D reported that Oppenheimer & Co., Inc. has sole
power to vote or to direct the vote of and sole power to dispose or direct the
disposition of 459,920 shares of Common Stock of the Company and that the
Schedule 13D was being filed by Oppenheimer on behalf of (i) a proprietary
arbitrage account of Oppenheimer that holds shares of the Company, (ii) an
arbitrage limited partnership holding shares of the Company, of which
Oppenheimer and Opco Partners, Inc. are the sole General Partners of the limited
partnership which is the general partner, (iii) an offshore fund managed by
Oppenheimer and owned by non-United States persons, (iv) an offshore fund
managed by Oppenheimer and owned by United States persons, and (v) a separately
managed account over which Oppenheimer exercises discretion. In addition, the
Schedule 13D reported that it only relates to shares of the Company beneficially
owned by Oppenheimer in connection with its arbitrage activities and does not
include any other holdings of shares of the Company by Oppenheimer.
C-2
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of July 1, 1996 with respect
to the beneficial ownership of shares of Common Stock of the Company by the
Company's Summary Compensation Table, individually, and by all directors and
executive officers as a group:
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED2 OWNED2
- ------------------------ ------ ------
<S> <C> <C>
Joshua S. Friedman(3).....................................256,500 4.3%
Bart A. Brown, Jr.(4)..................................... 31,500 *
Donald C. Roof(5)......................................... 27,402 *
Gary L. Tessitore(6)...................................... 15,000 *
George A. Poole, Jr. (6) ................................. 9,167 *
Stewart M. Kasen(6) ...................................... 7,667 *
William J. Nightingale(6) ................................ 7,667 *
S. Donley Ritchey(6) ..................................... 7,667 *
Michael L. Sarina(6) ..................................... 1,501 *
F. Kenneth Iverson........................................ 1,000 *
Steven Van Dyke........................................... - *
All directors and executive officers as a
group 11 persons) 365,071 6.0%
</TABLE>
- --------------------------
1 Such information was obtained from the Company's 1995 Proxy Statement
dated October 3, 1995 and a review of publicly available Forms 3 and 4 filed
since October, 1995
2 The number of shares beneficially owned includes shares which could
be acquired upon exercise of warrants or options to acquire Class A Common Stock
exercisable on September 12, 1995 or within sixty (60) days thereof as disclosed
in the Company's 1995 Proxy Statement.
3 Of such shares, 205,875 represent shares beneficially owned by
entities advised by Capital Management, which exercise both voting and
dispositive power with respect to such shares, and 50,625 represent shares owned
by CPI Securities, L.P. ("CIPS") which exercises both voting and dispositive
power with respect to such shares. Since Capital Management and CPIS are each
indirectly equally controlled by Mr. Friedman and two other individuals, Mr.
Friedman and such other persons exercise both voting and dispositive power with
respect to such shares. Mr. Friedman disclaims beneficial ownership of such
shares.
C-3
4 Based upon the Company's 1995 Proxy Statement, such amount includes
30,000 shares subject to options to purchase Class A Common Stock which were
exercisable on September 12, 1995 or within sixty (60) days thereof.
5 Based upon the Company's 1995 Proxy Statement, such amount includes
20,123 shares subject to warrants to purchase Class A Common Stock, 2,333 shares
subject to warrants to purchase Class A Common Stock which were exercisable on
September 12, 1995 or within sixty (60) days thereof, and 1,956 shares held by
the Company's Incentive Savings Plan, and 1,001 shares held by the Company's
Employee Stock Ownership Plan.
6 Includes 6,667; 6,667; 6,667; 6,667 and 1,500 shares subject to
options to purchase Class A Common Stock held by Messrs Tessitore, Poole, Kasen,
Nightingale, Ritchey and Sarina, which were exercisable on September 12, 1995,
or within sixty (60) days thereof.
C-4
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL your GOLD proxy card in the enclosed
postage-paid envelope. IF YOU WISH TO VOTE FOR THE BEDFORD NOMINEES,
YOU MUST SUBMIT THE ENCLOSED GOLD PROXY CARD AND MUST NOT SUBMIT THE
COMPANY'S PROXY CARD, EVEN IF YOU WISH TO VOTE FOR ANY OF THE COMPANY
NOMINEES.
2. If you have already voted the Company's [color] proxy card, you have
every legal right to change your mind and vote FOR the Bedford Nominees
on the GOLD proxy card. ONLY YOUR LATEST DATED PROXY CARD WILL COUNT.
3. If your shares are held for your by a bank or brokerage firm, only your
bank or broker can vote your shares and only after receiving your
instructions. PLEASE CALL YOUR BANK OR BROKER AND INSTRUCT YOUR
REPRESENTATIVE TO VOTE FOR THE BEDFORD NOMINEES ON THE GOLD PROXY CARD.
4. Time is short. Please vote today!
If you have any questions or need assistance in voting your shares or in
changing your vote please contact Bedford Falls Investors, L.P. at the number
below:
BEDFORD FALLS INVESTORS, L.P.
660 Madison Avenue
New York, New York
(212)486-8100
C-5
PRELIMINARY COPY -JULY 24,1996
[FRONT OF PROXY CARD]
SPRECKELS INDUSTRIES INC.
1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY BEDFORD FALLS INVESTORS, L.P.
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey E. Schwarz and Robert L. Lietzow,
Jr., and each of them, with full power of substitution and resubstitution, the
attorney(s) and the proxy(ies) of the undersigned, to vote all shares the
undersigned may be entitled to vote, with all powers the undersigned would
possess if personally present at the Annual Meeting of Stockholders of Spreckels
Industries Inc., to be held on such date, and at such place and time as may be
detrmined by the the Board of Directors, and at any adjournments or
postponements thereof on the following matter, as instructed below, and, in
their discretion, on such other matters as may properly come before the meeting,
including any motion to adjourn or postpone the meeting, all as more fully
described in the Proxy Statement of Bedford Falls Investors L.P.,dated July
__, 1996.
A vote "FOR" each proposal is recommended.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as indicated to the contrary below) to vote for all nominees
Michael P. Fleischer ,Jeffrey E. Schwarz, Jonathan G. Guss, Joseph F.
Mazzella, Lwarence E. Golub and Robert F. Lietzow, Jr.
INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY AND PRECLUDE THE PROXY FROM
VOTING FOR ANY INDIVIDUAL NOMINEES, WRITE THE NAME(S) IN THE
SPACE PROVIDED BELOW:
--------------------------------------------------------------
(Continued and to be SIGNED on the reverse side.)
[Reverse of Proxy Card]
2. TO REQUEST THAT THE BOARD OF DIRECTORS INITIATE AND COMPLETE THE STEPS
NECESSARY TO ACHEIVE A SALE OF THE COMPANY ON TERMS THAT WILL MAXIMIZE AND
REALIZE VALUE AS SOON AS POSSIBLE. [ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. Unless otherwise specified, this proxy
will be voted "FOR" the election of Bedford's nominees as directed and "FOR" the
shareholder proposal listed above. This proxy revokes all prior proxies given by
the undersigned.
Please sign below exactly as your name appears on this Proxy Card. If
shares are registered in more than one name, all such names should sign. A
corporation should sign in its full corporate name by a duly authorized officer,
stating his title. Trustees, guardians, executors and administrators should sign
in their official capacity, giving their full title as such. If a partnership,
please sign in the partnership name by authorized persons. This Proxy Card votes
all shares held in all capacities.
Dated: , 1996
-----------------------------------------
-----------------------------------------------------
(Signature)
-----------------------------------------------------
(Signature if held jointly)
-----------------------------------------------------
(Title or authority (if applicable))
