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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AAON, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
Bay Harbour Management, L.C.
.................................................................
(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:
.......................................................
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SOLICITATION OF PROXIES
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF SHAREHOLDERS
OF
AAON, INC.
--------------------
PROXY STATEMENT
OF
Bay Harbour Management, L.C.
Tower Investment Group, Inc.
Steven A. Van Dyke and
Douglas P. Teitelbaum
885 Third Avenue
34th Floor
New York, New York 10022
(212) 371-2211
--------------------
This Proxy Statement and the accompanying [ ] Annual Meeting proxy card are
furnished in connection with the solicitation of proxies by Bay Harbour
Management, L.C., a Florida limited liability company, ("Bay Harbour"), Tower
Investment Group, Inc. ("Tower"), Steven A. Van Dyke ("Van Dyke"), and Douglas
P. Teitelbaum ("Teitelbaum" and together with Bay Harbour, Tower and Van Dyke,
the "Soliciting Shareholders"), to be used at the annual meeting of shareholders
of AAON, Inc., a Nevada corporation ("AAON" or the "Company"), to be held at
[ ], [the Company's principal executive offices,] at [ ]
a.m. on May 25, 1999 and any adjournments or postponements thereof (the "Annual
Meeting"). This Proxy Statement and the enclosed proxy card are first being sent
to shareholders on or about [ ] 1999. According to the Company's proxy
materials, the Company's board of directors (the "Board") has set March 29, 1999
as the record date for determining shareholders entitled to notice of and to
vote at the meeting.
SUMMARY AND INTRODUCTION
The Soliciting Shareholders, who hold approximately 15% of the issued
and outstanding shares of AAON common stock, par value $.004 per share (the
"AAON Common Stock"), are soliciting proxies for the election of Messrs. Van
Dyke and Teitelbaum to the Board and for the adoption of certain other proposals
designed to preserve and enhance shareholders' existing corporate governance
powers. The Soliciting Shareholders intend to solicit proxies for Teitelbaum's
and Van Dyke's election to the Board, and for the other proposals described
below, in accordance with applicable proxy regulations (the "Proxy
Solicitation").
- --------------------------------------------------------------------------------
THESE ARE PRELIMINARY SOLICITATION MATERIALS AND, IN ACCORDANCE WITH U.S.
SECURITIES LAWS, DO NOT INCLUDE PROXY CARD. ONCE OUR SOLICITATION MATERIALS
BECOME DEFINITIVE, YOU WILL RECEIVE ANOTHER COPY ALONG WITH OUR PROXY CARD.
- --------------------------------------------------------------------------------
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The Soliciting Shareholders believe AAON's management has done an
adequate job on a day-to-day operational basis, but has failed to generate
substantial investor interest in the stock. In other words, increased
performance has not been matched by an increase in stock price. In February
1999, AAON reported record sales and earnings for 1998, with net income 70%
greater than in 1997. Nevertheless, the Company's share price remained
substantially unchanged from the time AAON announced its 1997 earnings until
three weeks after the announcement of its 1998 earnings when press reports
appeared speculating about increased Bay Harbour activity. The Soliciting
Shareholders believe that more needs to be done to enable shareholders to
realize the inherent value of the Company's business and that Mr. Teitelbaum
and Mr. Van Dyke would make a valuable contribution to the Board in formulating
and implementing a plan to enhance shareholder value. Therefore, the Soliciting
Shareholders have nominated Mr. Teitelbaum and Mr. Van Dyke for election to the
Board at the 1999 annual meeting, and are now soliciting proxies for Mr.
Teitelbaum's and Mr. Van Dyke's election to the Board, and for the other
proposals described below.
The Soliciting Shareholders believe that Mr. Van Dyke and Mr.
Teitelbaum as members of the Board, and in cooperation with the current
management, can seek to improve the Company's relationship with the investor
community and seek to identify and pursue strategic transactions that would
enhance shareholder value. Mr. Van Dyke and Mr. Teitelbaum intend to pursue a
policy of cooperation with current management to achieve these goals. However,
if they are not satisfied with AAON's progress toward these goals, the
Soliciting Shareholders may propose candidates for the three directorships to be
filled at the 2000 annual meeting. If elected, these candidates and Mr.
Teitelbaum and Mr. Van Dyke would constitute a majority of the Board.
To preserve and enhance shareholders' existing corporate governance
powers, the Soliciting Shareholders will also propose that shareholders adopt
amendments to the bylaws of the Company (the "Bylaws") at the Annual Meeting
(the "Bylaw Amendment Proposals") that would (i) provide that the Company must
hold its 2000 annual meeting by May 30, 2000 and must set a meeting date for the
2000 annual meeting by January 31, 2000, (ii) prevent the Board from changing
the composition of the Board so that less than one-third of the directorships
will be filled at the 2000 annual meeting, (iii) reinstate the right of a
majority of the shareholders of the Company to act by written consent, (iv)
repeal any bylaws adopted by the Board after March 12, 1999, the date on which
the Soliciting Shareholders notified the Board of the details of the Proxy
Solicitation, and (v) prevent the Board from amending the bylaws adopted by the
passage of the proposals described above.
The Soliciting Shareholders are also soliciting proxies in opposition
to the Company's proposal to amend the Company's Articles of Incorporation (the
"Limitation of Liability Proposal") to limit the personal liability of directors
of the Company to the fullest extent permitted by the Nevada Corporation Law.
The Soliciting Shareholders oppose such an amendment to the Company's Articles
of Incorporation because the Soliciting Shareholders believe that the Company's
directors should be personally liable for negligence and breaches of the
fiduciary duties of care and loyalty, to the extent such duties are imposed by
Nevada law, whether or not such negligence or breach rises to the level of
fraud, intentional misconduct or a knowing violation of law.
The election of Messers. Van Dyke and Teitelbaum to the Board will
require a plurality of the votes cast at the Annual Meeting, assuming a quorum
is present. Adoption of the Bylaw Amendment Proposals will require the approval
of a majority of the voting power present in person or by proxy at the Annual
Meeting, assuming a quorum is present. Under Section 78.390 of the Nevada
Revised Statutes (the "NRS"), adoption of the Limitation of Liability Proposal
will require the approval of a majority of the voting power of the Company
generally, or a majority of the outstanding shares. Abstentions will be
considered present and entitled to vote generally at the Annual Meeting, but
since they are not affirmative votes for the Bylaw Amendment Proposals, they
will have the same effect as votes against the Bylaw Amendment Proposals. Broker
non-votes will not be considered "voting power present" in determining the votes
cast for the Bylaw Amendment Proposals, and therefore will have no effect on the
outcome of Bylaw Amendment Proposals. Abstentions and broker non-votes will have
no effect on the election of directors except to reduce the number of votes
constituting a plurality. Since abstentions and broker non-votes are part of the
general voting power of the Company, they will have the effect of votes against
the Limitation of Liability Proposal.
REASONS FOR SOLICITATION
The Soliciting Shareholders believe that it would be desirable for
AAON to explore the possibility of pursuing strategic transactions to enhance
shareholder value, and have so advised the management of AAON. Such transactions
could involve the acquisition of all or
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part of AAON, the sale of all or a material part of AAON's assets, or the
purchase by AAON of companies operating in similar business lines or assets of
such companies. The Soliciting Shareholders believe it was wrong for the Board
to adopt a stockholder rights plan or "poison pill" last month because this
action will tend to discourage prospective purchasers from making a proposal to
acquire AAON and will deny shareholders the opportunity to accept such a
proposal. If Mr. Van Dyke and Mr. Teitelbaum are elected to the Board, they will
work to eliminate the poison pill or to amend the poison pill so that it can not
be used to block an offer that is supported by shareholders after the Board has
had an opportunity to obtain better offers or persuade shareholders that AAON
should remain independent. The Soliciting Shareholders may hold discussions with
other parties who might engage in such transactions with AAON and depending on
their assessment of the factors listed above, participate in such a transaction
with AAON by providing financing.
PLEASE SUPPORT OUR EFFORTS TO ELECT THE NOMINEES TO THE BOARD. YOU ARE
URGED TO VOTE IN FAVOR OF THESE PROPOSALS BY PROMPTLY SIGNING, DATING AND
MAILING THE [ ] PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
THEREFORE, DO NOT SIGN ANY PROXY THAT MANAGEMENT MAY DELIVER TO YOU.
If you have any questions concerning this Proxy Statement or need
assistance in voting your AAON Common Stock, feel free to call our proxy
solicitor, Daniel H. Burch or Stanley J. Kay, Jr. at Mackenzie Partners, Inc.
(the "Proxy Solicitor") toll-free at 1 800 322-2885 or Peter N. Wainman,
Managing Director of Bay Harbour, at (212) 753-7538.
SHAREHOLDER PROPOSALS
Election of Directors
1. PROPOSAL TO ELECT STEVEN A. VAN DYKE AND DOUGLAS P.
TEITELBAUM TO THE BOARD OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Two directors are to be elected at the 1999 Annual Meeting to a three-year
term ending at the 2002 Annual Meeting (or until their respective successors are
duly elected and qualified). The directors will be elected by a plurality of the
votes cast.
The Soliciting Shareholders shall nominate Messrs. Van Dyke and Teitelbaum
(the "Nominees") for election as directors. The address of the Nominees is care
of Bay Harbour, 885 3rd Avenue, 34th Floor, New York, New York 10022.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND EMPLOYMENT
- ---- --- -----------------------------------
<S> <C> <C>
Steven A. Van Dyke 39 Mr. Van Dyke has been a principal and the
President of Bay Harbour and Tower since 1985. Mr.
Van Dyke sits on the boards of Tops Appliance
City, Inc. ("Tops") and Buckhead
</TABLE>
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<TABLE>
<S> <C> <C>
America Corporation, companies with a class of
securities registered pursuant to Section 12 of
the Exchange Act. Mr. Van Dyke also sits on the
boards of Swifty Serve Corp. ("Swifty Serve") and
Barney's Inc. ("Barney's"), each a non-reporting
company.
Douglas P. Teitelbaum 33 Mr. Teitelbaum has been a principal and the
Portfolio Manager of Bay Harbour and Tower since
April, 1996. From June, 1994 through April, 1996,
Mr. Teitelbaum was a Managing Director at Bear,
Stearns & Co., Inc. From March, 1994 through June,
1994, Mr. Teitelbaum was a Senior Vice President
at Dabney Resnick & Co., Inc. Mr. Teitelbaum
serves as Co-Chairman of Barney's and of Tops
and sits on the board of Swifty Serve.
</TABLE>
The Nominees believe AAON's management has done an adequate job on a
day-to-day operational basis, but has failed to generate substantial investor
interest in the stock. In other words, increased performance has not been
matched by an increase in stock price. In February 1999, AAON reported record
sales and earnings for 1998, with net income 70% greater than in 1997.
Nevertheless, the Company's share price remained substantially unchanged from
the time AAON announced its 1997 earnings until three weeks after the
announcement of its 1998 earnings when press reports appeared speculating about
increased Bay Harbour activity. The Nominees believe that they would make a
valuable contribution to the Board in formulating and implementing a plan to
enhance shareholder value.
The Nominees believe that it would be desirable for the Board to
explore the possibility of pursuing strategic transactions to enhance
shareholder value. Such transactions could involve the acquisition of all or
part of AAON, the sale of all or a material part of AAON's assets, or the
purchase by AAON of companies operating in similar business lines or assets of
such companies. The Nominees believe it was wrong for the board to adopt a
stockholder rights plan or "poison pill" last month because this action will
tend to discourage prospective purchasers from making a proposal to acquire AAON
and will deny shareholders the opportunity to accept such a proposal. In
addition, given the small market capitalization of the Company, a "poison pill"
may discourage many institutional investors from taking a position in the stock
as their minimum possible position may be greater than the limit imposed
by such a pill. If the Nominees are elected to the Board, they will work to
eliminate the poison pill or to amend the poison pill so that it can not be
used to block an offer that is supported by shareholders after the Board has
had an opportunity to obtain better offers or persuade shareholders that
AAON should remain independent.
The Nominees believe that, as members of the Board, and in cooperation
with the current management, they can seek to improve the Company's relationship
with the investor community and seek to identify and pursue strategic
transactions that would enhance shareholder value. The Nominees intend to pursue
a policy of cooperation with current management to achieve these goals.
The Company's preliminary proxy statement, filed with the Securities
and Exchange Commission on Friday, April 2, 1999 (the "Company's Proxy
Statement") indicates that the Company believes that the Soliciting
Shareholders' plan is to take control of the Company. Company's Proxy Statement
at 18. If the Nominees are elected to the Board at the Annual Meeting, the
Soliciting Shareholders will have two of seven Board seats and will not control
the Company's Board.
As stated earlier, the Nominees intend to work together with the
Company's current management to improve the Company's relationship with the
investor community and to develop a plan to maximize shareholder value.
If the Soliciting Shareholders propose candidates for election at the
2000 annual meeting, who together with the Nominees would constitute a Board
majority, shareholders will have an opportunity at that time to determine
whether electing any such additional Soliciting Shareholders' nominees is in the
best interests of the Company.
The Bylaw Amendment Proposals
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2. PROPOSAL TO REQUIRE THE COMPANY TO HOLD ITS 2000 ANNUAL MEETING BY MAY 30,
2000 AND TO SET A MEETING DATE FOR THE 2000 ANNUAL MEETING BY JANUARY 31,
2000 (THE "MEETING DATE PROPOSAL")
(ITEM 2 ON PROXY CARD)
Shareholders are asked to consider and vote upon the following proposal to amend
the Bylaws:
"Resolved: Article II, Section II of the Bylaws is hereby amended by
removing the period from the end of the first sentence of Article II, Section
II, and adding the following language immediately after such first sentence:
`; provided that the annual meeting of stockholders for the
year 2000 shall be held not later than May 30, 2000 and the
Board of Directors shall set the date for the 2000 annual
meeting and shall give public notice of such date, in each
case, on or before January 31, 2000.'"
The purpose of the Meeting Date Proposal is to prevent the board from
unduly delaying the 2000 annual meeting. Article II Section 2 of the Bylaws
currently provides that the Company's annual meeting shall be held at 10:00 on
the fourth Tuesday in May of each year starting with 1999, or at such later date
as the Board may determine. Under Section 78.345 of the NRS if a corporation
fails to elect directors within 18 months after the last election of directors,
a court has jurisdiction to order the election of directors upon the application
of the holders of 15% of the voting power of the corporation. Therefore, in the
absence of the adoption of the Meeting Date Proposal the Board could delay the
2000 annual meeting until at least [ ]. The effect of the Meeting Date
Proposal would be to eliminate the Board's discretion to move the date of the
2000 annual meeting past May 30, 2000 and to require the Board to set the date
on which the meeting will be held, and give notice of such meeting to the
shareholders of the Company, by January 31, 2000.
3. PROPOSAL TO ENSURE THAT AT LEAST ONE THIRD OF THE DIRECTORS WILL BE ELECTED
AT THE 2000 ANNUAL MEETING (THE "FAIR ELECTION PROPOSAL")
(ITEM 3 ON PROXY CARD)
Shareholders are asked to consider and vote upon the following proposal to amend
the Bylaws:
"Resolved, that Article III, Section IA of the Bylaws be amended by
inserting the following language at the end of the existing Article III, Section
IA of the Bylaws:
`If the Board of Directors changes the total number of
directors, the Board of Directors shall classify the
directors in accordance with the first sentence of this
Section 1A; provided that not less than one-third of the
number of the whole Board of Directors shall be elected at
the annual meeting for the year 2000.'"
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The purpose of the Fair Election Proposal is to assure that shareholders have an
opportunity to elect directors at the 2000 annual meeting who together with
Messrs. Teitelbaum and Van Dyke would constitute a new board majority. Until
1997 shareholders elected the entire Board at each Annual Meeting. In that
year the Board unilaterally amended the Bylaws to create a "staggered board"
in which one third of the directors are elected at each annual meeting. As a
result of this amendment a shareholder vote at two annual meetings is required
to elect a new Board majority.
The Soliciting Shareholders believe that the Company should not have
created a staggered board without shareholder approval. Given the Board's track
record on this issue, the Soliciting Shareholders are concerned that the
existing Board majority may seek to extend from two to three years the time
period required for shareholders to elect a new Board majority. The Fair
Election Proposal would prevent the Board from taking this step.
The Company's charter provides, in accordance with Section 78.115 of
the NRS, that the Board may vary the number of directors between a fixed minimum
of three and a fixed maximum of nine. Currently the Board has fixed the number
of directors at seven by resolution, and, by amending the Bylaws, has divided
the seven directors into three classes: one class of two directors whose terms
expire at the Annual Meeting, one class of three directors whose terms expire at
the 2000 annual meeting and one class of two directors (to be elected at the
Annual Meeting) whose terms expire at the 2001 annual meeting. The effect of the
Fair Election Proposal will be to ensure that, regardless of any changes the
Board may make by resolution to the number of directors, the directorships to be
filled at the 2000 annual meeting, together with the two directorships to be
filled at the Annual Meeting, will constitute a at least a majority of the whole
Board as then constituted.
4. PROPOSAL TO REINSTATE SHAREHOLDERS' ABILITY TO ACT BY WRITTEN CONSENT (THE
"CONSENT ACTION PROPOSAL")
(ITEM 4 ON PROXY CARD)
Shareholders are asked to consider and vote upon the following proposal to amend
the Bylaws:
"Resolved, that Article II, Section 10 of the Bylaws be replaced in
its entirety with the following language:
`Any action required or permitted to be taken at a meeting
of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so
taken, shall be signed by stockholders holding the voting
power required by law.'"
The purpose of the Consent Action Proposal is to allow shareholders
more flexibility in exercising their powers in corporate governance matters. On
February 18, 1999, the Board amended Article II, Section 10 of the Bylaws to
eliminate the power of the shareholders to act by written consent. The effect of
the Consent Action Proposal would be to restore to shareholders the power to act
by written consent of the shareholders holding the voting power required by
Section 78.320(b)(2) of the NRS.
5. PROPOSAL TO REPEAL ANY BYLAWS ADOPTED BY THE BOARD SINCE MARCH 12, 1999
(THE "BYLAW REPEAL PROPOSAL")
(ITEM 5 ON PROXY CARD)
Shareholders are asked to consider and vote upon the following proposal to amend
the Bylaws:
"Resolved, that a new Section 2 be added to Article VIII of the
Bylaws, which would read as follows:
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`Section 2. Any bylaws adopted by the Board of Directors
between March 12, 1999 and the date of the adoption of this
Section 2 are repealed and are of no force and effect as of
the date of the adoption of this Section 2.'"
The purpose of the Bylaw Repeal Proposal is to prevent the Board from
interfering with the implementation of the proposals to be voted upon by the
shareholders at the Annual Meeting by amending the Bylaws in advance of such
shareholder action. Section 78.120 of the NRS provides that the Board may amend
the Bylaws subject to bylaws adopted by shareholders. Therefore the effect of
the Bylaw Repeal Proposal would be to repeal any Bylaws enacted by the Board
after March 12, 1999. The Nominees disagree with the claim in the Company's
Proxy Statement that the Bylaw Repeal Proposal "in, effect, strips the Board
of its power to amend the Bylaws." Any Bylaw amendments validly adopted by the
Board prior to the Annual Meeting would remain in effect unless and until the
Bylaw Repeal Proposal is adopted. If the Board adopts any such Bylaw amendments
before the Annual Meeting, it will have an opportunity to inform shareholders
of the benefits of these amendments and to attempt to persuade shareholders
to vote against the Bylaw Repeal Proposal.
6. PROPOSAL TO PREVENT THE BOARD FROM AMENDING ANY BYLAWS ADOPTED BY
SHAREHOLDERS BY PASSAGE OF THE RESOLUTIONS SET FORTH IN THIS PROXY
STATEMENT (THE "BYLAW AMENDMENT PROPOSAL")
(ITEM 6 ON PROXY CARD)
Shareholders are asked to consider and vote upon the following proposal to amend
the Bylaws:
"Resolved, that Article VIII, Section 1 of the Bylaws be amended by
removing the period at the end thereof and inserting the following language at
the end thereof:
`; provided, however, that without the approval of
stockholders no amendment shall be made to these Bylaws that
would have the effect of altering, amending or repealing any
of the following sections of these Bylaws: Article II,
Section 2; Article III, Section 1A; Article II, Section 10;
Article VIII, Section 1; and Article VIII, Section 2.'"
The purpose of the Bylaw Amendment Proposal it to prevent the Board
from interfering with the implementation of the proposals being voted upon by
the shareholders at the Annual Meeting by amending the Bylaws after such
shareholder action is taken. In accordance with Section 78.120, the effect of
the Bylaw Amendment Proposal would be to prohibit the Board from amending
Article II, Section 2; Article III, Section 1A; Article II, Section 10; Article
VIII, Section 1; and Article VIII, Section 2 of the Bylaws without the approval
of a majority of the voting power present at any meeting of stockholders at
which a quorum is present.
7. Management Proposal: The Limitation of Liability Proposal. (Item 7
on the Proxy Card)
The Company has proposed that shareholders adopt an amendment to the
Company's Articles of Incorporation to limit the personal liability of the
Company's directors to the fullest extent permitted by Nevada law. The
Soliciting Shareholders OPPOSE the adoption of the Limitation of Liability
Proposal. The text of the proposed amendment reads as follows:
'No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as
a director or officer, except for liability (i) for acts or omissions
that involve intentional misconduct, fraud or a knowing violation of
law or (ii) for the payment of distributions in violation of Section
78.300 of the Nevada General Corporation Law. If the Nevada General
Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors or officers,
then the liability of a director or officer of the Corporation, in
addition to the limitation on personal liability provided herein,
shall be limited to the fullest extent permitted by the amended Nevada
General Corporation Law. Any repeal or modification of this Section by
the stockholders of the Corporation shall be prospective only and
shall not adversely affect any limitation on the personal liability of
a director or officer of the Corporation existing at the time of such
repeal or modification.
The effect of the proposed amendment would limit the personal liability of
the Company's directors to the fullest extent permitted by the NRS. If the
proposed amendment were adopted, the Company's directors would not be liable to
shareholders for negligence or for breaches of the fiduciary duties of care and
loyalty to the extent such duties are imposed by Nevada law unless such
negligence or breach rose to the level of fraud, intentional misconduct or a
knowing violation of law.
The Soliciting Shareholders oppose such an amendment to the Company's
Articles of Incorporation because the Soliciting Shareholders believe that the
Company's directors should be personally liable for negligence and breaches of
the fiduciary duties of care and loyalty.
Approval of the Limitation of Liability Proposal will require the approval
of a majority of the voting power of the Company generally, or a majority of the
Company's outstanding shares.
The Soliciting Shareholders recommend that that shareholders vote AGAINST
approval of the Limitation of Liability Proposal.
REQUIRED VOTE
Under Article II, Section 6 of the Bylaws, the vote of the holders of
a majority of the stock having voting power present in person or by proxy at a
meeting of stockholders at which a quorum is present is required to adopt
proposals 2 through 6, the Bylaw Amendment Proposals. Under 78.330, directors
are elected by a plurality of the votes cast at the election. Under Section
78.390 of the NRS, adoption of the Limitation of Liability Proposal will
require the approval of a majority of the voting power of the Company generally,
or a majority of the Company's outstanding shares. The presence in person or
by proxy at a meeting of shareholders of the holders of at least 33-1/3% of
the issued and outstanding shares entitled to vote thereat constitutes a quorum.
Abstentions will be considered present and entitled to vote generally at the
Annual Meeting, but since they are not affirmative votes for the Bylaw Amendment
Proposals, they will have the same effect as votes against proposals 2 through
6. Broker non-votes will not be considered "voting
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power present" in determining the votes cast for the Bylaw Amendment Proposals,
and therefore will have no effect on the outcome of the vote on proposals 2
through 6. Abstentions and broker non-votes will have no effect on the election
of directors except to reduce the number of votes constituting a plurality.
Since abstentions and broker non-votes are part of the general voting
power of the Company, they will have the effect of votes against the Limitation
of Liability Proposal.
CERTAIN INFORMATION CONCERNING
THE NOMINEES
AND OTHER PARTICIPANTS
IN THE SOLICITATION
The Soliciting Shareholders each beneficially own 927,390 shares of
AAON Common Stock, including 100 shares of AAON Common Stock held of record by
Bay Harbour. For purposes of disclosing the number of shares beneficially owned
by each of the Soliciting Shareholders, (A) Van Dyke and Teitelbaum are deemed
to beneficially own all shares of AAON Common Stock that are beneficially owned
by Tower and Bay Harbour and (B) Tower is deemed to beneficially own all shares
of AAON Common Stock that are beneficially owned by Bay Harbour. The 927,390
shares of AAON Common Stock held by Bay Harbour and beneficially owned by Van
Dyke, Teitelbaum, Tower and Bay Harbour are held for the benefit of certain
investment partnerships and managed accounts over which Van Dyke, Teitelbaum,
Tower and Bay Harbour control the power to (i) direct the voting of such shares
of AAON Common Stock and (ii) dispose of such shares of AAON Common Stock. The
limited partners of the investment partnerships and the investors in the managed
accounts for which Bay Harbour acts as an investment adviser have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by their funds or accounts, as the case may be. Other than
Trophy Hunter Investments, Ltd., no such fund, single limited partner of any of
such funds nor any investor in a managed account has the right to receive or the
power to direct the receipt of dividends from, or proceeds from the sale of,
shares of AAON Common Stock representing more than five percent of the
outstanding AAON Common Stock.
Except as set forth in this Proxy Statement or in the Schedules
hereto, to the best knowledge of the Soliciting Shareholders, no participant in
this solicitation or any associate thereof (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, to the
best knowledge of the Soliciting Shareholders, none of the participants and any
associate or immediate family member of any participant 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.
VOTING RIGHTS
According to the Company's annual report on Form 10-K for the period ending
December 31, 1998 (the "1998 10-K"), 6,225,449 shares of AAON Common Stock were
8
<PAGE>
<PAGE>
outstanding as of at March 1, 1999. Only holders of record as of the close of
business on March 29, 1999 will be entitled to vote at the Annual Meeting. The
Soliciting Shareholders intend to vote all shares of AAON Common Stock
beneficially owned by them in favor of the proposals set forth herein. The
Soliciting Shareholders are not aware of any matter to be considered at the
Annual Meeting that entitles shareholders to rights of appraisal or other
similar rights of dissenters.
SHAREHOLDER PROPOSALS
According to the Company's proxy statement, proposals of security holders
intended to be presented at the Company's 2000 annual meeting must be received
by the Company by December , 1999 in order to be included in the Company's 2000
proxy statement.
However, according to the Company's Proxy Statement, a stockholder who
otherwise intends to present business at the 2000 annual meeting of
stockholders, including nominations of persons to the Company's Board of
Directors, must also comply with the requirements set forth in the Company's
Bylaws. The Bylaws state, among other things, that to bring business before an
annual meeting or to nominate a person for the Company's Board of Directors, a
stockholder must give written notice that complies with the Bylaws to the
Secretary of the Company not less than 60 days nor more than 90 days in advance
of the anniversary date of the immediately preceding annual meeting. Thus, a
notice of a stockholder proposal or nomination for the 2000 annual meeting of
stockholders, submitted other than pursuant to Rule 14a-8, will be untimely if
given before February 25, 2000 or after March 26, 2000. As to any such
proposals, the proxies named in management's proxy for that meeting will be
entitled to exercise their discretionary authority on that proposal unless the
Company receives notice of the matter to be proposed between February 25, 2000
and March 26, 2000. Even if proper notice is received on a timely basis, the
proxies named in management's proxy for that meeting may nevertheless exercise
their discretionary authority with respect to such matter by advising
stockholders of such proposal and how they intend to exercise their discretion
to vote on such matter to the extent permitted under Rule 14a-4(c)(2) of the
Securities Exchange Act of 1934, as amended.
GENERAL INFORMATION
This Proxy Statement and the accompanying [ ] Proxy Card are first being
made available to shareholders on or about [ ], 1999. Executed Proxies
will be solicited by mail advertisement, telephone, telecopier and in person.
Solicitation will be made by Messers. Van Dyke and Teitelbaum, and Peter N.
Wainman, Managing Director of Bay Harbour, none of whom will receive additional
compensation for such solicitation. Proxies will be solicited from individuals,
brokers, banks, bank nominees and other institutional holders. Bay Harbour has
requested banks, brokerage houses and other custodians, nominees and fiduciaries
to forward all solicitation materials to the beneficial owners of the shares
they hold of record. Bay Harbour will reimburse these record holders for their
reasonable out-of-pocket expenses.
In addition, Bay Harbour has retained the Proxy Solicitor to solicit
proxies in connection with the Annual Meeting for which the Proxy Solicitor will
be paid a fee of approximately $[ ] and will be reimbursed for its
reasonable expenses. The Proxy Solicitor will employ approximately 40 people in
its efforts. Costs incidental to this solicitation include expenditures for
printing, postage, legal and related expenses and are expected to be
approximately $[ ]. The total costs incurred to date in connection with
this solicitation are not in excess of $[ ].
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
The Soliciting Shareholders is not aware of other matters to be considered
at the Annual Meeting. However, if any other matters properly come before the
Annual Meeting, the Soliciting Shareholders will vote their AAON Common Stock
and all proxies held by them in accordance with his best judgment with respect
to such maters.
CERTAIN OTHER INFORMATION REGARDING THE COMPANY
Shareholders are referred to the Company's Proxy Statement with respect to
other information related to beneficial ownership of the Company's securities,
including information regarding the beneficial ownership of the AAON Common
Stock, any arrangements regarding the AAON Common Stock, the operation of which
may result in a change of control of the Company, and any change of control of
the Company that may have occurred since the beginning of the Company's last
fiscal year and information regarding the Company's stock option and other
incentive compensation plans.
9
<PAGE>
<PAGE>
VOTING OF PROXY CARDS
Shares of AAON Common Stock represented by properly executed [ ] Proxy
Cards will be voted at the Annual Meeting as marked, and in the discretion of
the persons named as proxies on all other matters as may properly come before
the Annual Meeting, including all motions for an adjournment or postponement of
Annual Meeting, unless otherwise indicated in the Proxy Statement.
IF YOU WISH TO VOTE FOR THE PROPOSAL AND IN THE DISCRETION OF THE PERSONS
NAMED AS PROXIES ON ALL MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE PROVIDED
POSTAGE-PAID ENVELOPE.
REVOCABILITY OF SIGNED PROXIES
A proxy executed by a holder of the AAON Common Stock may be revoked at any
time before its exercise by sending a written revocation of such proxy, by
submitting another proxy with a later date marked on it or by appearing in
person at the Annual Meeting and voting. A written revocation must clearly state
that the proxy to which it relates is no longer effective and must be executed
and delivered prior to the time that the action authorized by the executed proxy
is taken. The written revocation may be delivered either to the Soliciting
Shareholders or the Secretary of the Company. Although a written revocation or
later dated proxy delivered only to AAON will be effective, the Soliciting
Shareholders request that a written revocation or subsequent proxy also be
delivered to the Soliciting Shareholders so that they will be aware of such
written revocation.
THE RETURN OF A SIGNED AND DATED [ ] PROXY CARD WILL FULLY REVOKE ANY
PREVIOUSLY DATED PROXY YOU MAY HAVE RETURNED. THE LATEST DATED PROXY IS THE ONE
THAT COUNTS.
YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE SHAREHOLDERS WILL
HAVE AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY. PLEASE MARK, SIGN AND DATE
THE ENCLOSED [ ] PROXY CARD AND RETURN IT PROMPTLY IN THE PROVIDED POSTAGE-PAID
ENVELOPE.
BAY HARBOUR MANAGEMENT, L.C.
TOWER INVESTMENT GROUP, INC.
STEVEN A. VAN DYKE
DOUGLAS P. TEITELBAUM
IF YOUR SHARES OF AAON COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM,
BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A PROXY WITH RESPECT TO YOUR
AAON COMMON STOCK. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND GIVE INSTRUCTIONS FOR A PROXY CARD TO BE SIGNED REPRESENTING YOUR
SHARES OF AAON COMMON STOCK
10
<PAGE>
<PAGE>
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF BAY
HARBOUR AND TOWER AND THEIR ADVISORS THAT MAY PARTICIPATE
IN THE SOLICITATION OF PROXIES
The name, business address, and present principal occupation or
employment of each of the directors and executive officers of Bay Harbour and
Tower and their advisors and certain other employees and representatives of Bay
Harbour that may participate in the solicitation of proxies are set forth below.
Unless otherwise indicated, the principal business address of each director or
executive officer of Bay Harbour and Tower is 885 Third Avenue, 34th Floor, New
York, New York 10022.
PARTICIPANT DIRECTORS AND EXECUTIVE OFFICERS OF BAY HARBOUR
<TABLE>
<CAPTION>
Present Office or Other
Name Principal Occupation or Employment
- ---- ----------------------------------
<S> <C>
Steven A. Van Dyke President and Principal
Douglas P. Teitelbaum Portfolio Manager and Principal
Peter N. Wainman Managing Director
</TABLE>
<PAGE>
<PAGE>
SCHEDULE II
The following tables set forth information with respect to all
purchases and sales of AAON Common Stock by the participants in this
solicitation and their affiliates during the past two years. Except as set forth
below, the participants have not purchased or sold securities of the Company
within the past two years.
<TABLE>
<CAPTION>
Purchase Date Quantity Price per Share Purchasing Entity
- ------------- -------- --------------- -----------------
<S> <C> <C> <C>
5/1/97 2,500 6.51 Bay Harbour Management L.C.
5/6/97 1,000 6.85 Bay Harbour Management L.C.
5/8/97 5,000 7.01 Bay Harbour Management L.C.
5/20/97 5,000 7.01 Bay Harbour Management L.C.
6/12/97 6,500 8.79 Bay Harbour Management L.C.
6/13/97 5,000 8.63 Bay Harbour Management L.C.
6/19/97 5,000 8.22 Bay Harbour Management L.C.
6/23/97 1,200 8.28 Bay Harbour Management L.C.
6/29/97 3,000 6.00 Bay Harbour Managed Account
7/1/97 3,000 8.36 Bay Harbour Managed Account
7/7/97 5,000 8.36 Bay Harbour Management L.C.
7/8/97 1,500 8.37 Bay Harbour Management L.C.
7/17/97 2,500 8.24 Bay Harbour Management L.C.
7/23/97 3,500 8.11 Bay Harbour Management L.C.
8/21/97 6,300 7.88 Bay Harbour Management L.C.
9/10/97 4,900 8.76 Bay Harbour Management L.C.
9/15/97 3,900 8.73 Bay Harbour Management L.C.
9/18/97 6,500 8.67 Bay Harbour Management L.C.
9/22/97 5,000 8.67 Bay Harbour Management L.C.
9/24/97 16,300 8.63 Bay Harbour Management L.C.
10/2/97 13,400 9.50 Bay Harbour Management L.C.
10/3/97 5,000 9.44 Bay Harbour Management L.C.
10/6/97 5,000 9.44 Bay Harbour Management L.C.
10/7/97 5,000 9.44 Bay Harbour Management L.C.
10/8/97 2,500 9.06 Bay Harbour Management L.C.
10/9/97 2,000 9.19 Bay Harbour Management L.C.
10/14/97 4,000 8.57 Bay Harbour Management L.C.
10/14/97 1,000 8.60 Bay Harbour Management L.C.
10/15/97 5,000 8.57 Bay Harbour Management L.C.
10/28/97 2,500 8.06 Bay Harbour Management L.C.
11/13/97 2,000 6.94 Bay Harbour Management L.C.
11/14/97 5,000 7.06 Bay Harbour Management L.C.
12/5/97 2,000 7.31 Bay Harbour Managed Account
12/15/97 6,500 8.06 Bay Harbour Management L.C.
1/12/98 3,500 7.19 Bay Harbour Management L.C.
1/13/98 3,000 7.60 Bay Harbour Management L.C.
1/15/98 1,500 7.69 Bay Harbour Management L.C.
1/20/98 6,500 8.02 Bay Harbour Management L.C.
1/21/98 1,000 8.31 Bay Harbour Managed Account
1/21/98 500 8.31 Bay Harbour Management L.C.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
1/21/98 500 8.31 Bay Harbour Management L.C.
1/29/98 1,000 8.06 Bay Harbour Managed Account
1/29/98 1,000 8.06 Bay Harbour Management L.C.
2/19/98 2,000 9.56 Bay Harbour Management L.C.
2/20/98 3,000 9.56 Bay Harbour Management L.C.
3/3/98 4,000 9.15 Bay Harbour Management L.C.
3/6/98 1,900 9.31 Bay Harbour Management L.C.
3/19/98 7,000 9.19 Bay Harbour Management L.C.
3/19/98 7,000 9.19 Bay Harbour Management L.C.
3/19/98 6,000 9.19 Bay Harbour Management L.C.
4/8/98 11,600 10.93 Bay Harbour Management L.C.
4/8/98 10,000 10.88 Bay Harbour Management L.C.
4/13/98 10,000 11.13 Bay Harbour Management L.C.
4/16/98 4,500 11.31 Bay Harbour Management L.C.
4/16/98 500 11.31 Bay Harbour Management L.C.
4/20/98 9,100 11.25 Bay Harbour Management L.C.
4/22/98 5,000 11.19 Bay Harbour Management L.C.
4/23/98 5,000 11.25 Bay Harbour Management L.C.
4/24/98 4,000 11.26 Bay Harbour Management L.C.
4/27/98 5,000 11.13 Bay Harbour Management L.C.
4/27/98 5,000 11.13 Bay Harbour Management L.C.
4/28/98 2,000 11.19 Bay Harbour Management L.C.
4/29/98 5,500 11.19 Bay Harbour Management L.C.
5/4/98 2,500 11.31 Bay Harbour Management L.C.
5/5/98 3,500 11.20 Bay Harbour Management L.C.
5/5/98 7,500 11.37 Bay Harbour Management L.C.
5/11/98 5,000 11.32 Bay Harbour Management L.C.
5/18/98 15,000 11.27 Bay Harbour Management L.C.
5/19/98 5,000 11.31 Bay Harbour Management L.C.
5/19/98 6,000 11.07 Bay Harbour Management L.C.
5/20/98 10,000 11.31 Bay Harbour Management L.C.
5/20/98 10,000 11.31 Bay Harbour Management L.C.
5/20/98 7,500 11.31 Bay Harbour Management L.C.
5/21/98 5,000 11.25 Bay Harbour Management L.C.
5/21/98 5,000 11.19 Bay Harbour Management L.C.
5/22/98 10,000 11.31 Bay Harbour Management L.C.
5/22/98 2,500 11.25 Bay Harbour Management L.C.
5/22/98 15,000 11.31 Bay Harbour Management L.C.
5/22/98 2,500 11.25 Bay Harbour Management L.C.
5/26/98 12,500 11.09 Bay Harbour Management L.C.
5/26/98 12,500 11.09 Bay Harbour Management L.C.
5/26/98 4,000 11.20 Bay Harbour Management L.C.
5/27/98 4,000 10.82 Bay Harbour Management L.C.
6/1/98 20,000 10.23 Bay Harbour Management L.C.
6/1/98 2,500 10.24 Bay Harbour Management L.C.
6/1/98 22,500 10.23 Bay Harbour Management L.C.
6/9/98 5,000 10.62 Bay Harbour Management L.C.
6/15/98 900 10.48 Bay Harbour Management L.C.
6/15/98 900 10.48 Bay Harbour Management L.C.
6/17/98 5,000 10.54 Bay Harbour Management L.C.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
6/17/98 10,000 10.54 Bay Harbour Management L.C.
6/24/98 4,000 10.13 Bay Harbour Management L.C.
6/24/98 6,000 10.13 Bay Harbour Management L.C.
7/6/98 5,000 10.31 Bay Harbour Management L.C.
7/7/98 3,000 10.31 Bay Harbour Management L.C.
7/7/98 3,000 10.31 Bay Harbour Management L.C.
7/7/98 4,000 10.31 Bay Harbour Management L.C.
7/9/98 6,000 10.38 Bay Harbour Management L.C.
7/9/98 6,000 10.38 Bay Harbour Management L.C.
7/9/98 3,000 10.39 Bay Harbour Management L.C.
7/9/98 2,000 10.56 Bay Harbour Management L.C.
7/15/98 10,000 10.31 Bay Harbour Management L.C.
7/27/98 3,000 10.32 Bay Harbour Management L.C.
7/27/98 3,000 10.32 Bay Harbour Management L.C.
7/27/98 4,000 10.32 Bay Harbour Management L.C.
7/31/98 4,000 9.70 Bay Harbour Management L.C.
7/31/98 10,000 9.82 Bay Harbour Management L.C.
7/31/98 5,000 10.07 Bay Harbour Management L.C.
8/4/98 13,000 9.69 Bay Harbour Management L.C.
8/5/98 11,300 9.57 Bay Harbour Management L.C.
8/5/98 6,000 9.69 Bay Harbour Management L.C.
8/6/98 3,000 9.32 Bay Harbour Management L.C.
8/7/98 5,000 9.69 Bay Harbour Management L.C.
8/10/98 4,000 9.70 Bay Harbour Management L.C.
8/12/98 5,600 9.87 Bay Harbour Management L.C.
8/12/98 7,800 9.87 Bay Harbour Management L.C.
8/12/98 4,100 9.87 Bay Harbour Management L.C.
8/13/98 2,000 9.58 Bay Harbour Management L.C.
8/13/98 4,500 9.70 Bay Harbour Management L.C.
8/17/98 3,000 9.57 Bay Harbour Management L.C.
8/18/98 8,000 9.57 Bay Harbour Management L.C.
8/18/98 2,500 9.33 Bay Harbour Management L.C.
8/20/98 10,000 8.82 Bay Harbour Management L.C.
8/24/98 10,000 8.81 Bay Harbour Management L.C.
8/25/98 2,500 8.64 Bay Harbour Management L.C.
8/25/98 7,000 8.81 Bay Harbour Management L.C.
8/26/98 5,000 8.76 Bay Harbour Management L.C.
8/31/98 10,000 8.07 Bay Harbour Management L.C.
8/31/98 10,000 7.82 Bay Harbour Management L.C.
9/1/98 1,100 7.56 Bay Harbour Management L.C.
9/16/98 6,000 8.06 Bay Harbour Management L.C.
9/18/98 2,000 8.06 Bay Harbour Management L.C.
9/21/98 2,000 8.44 Bay Harbour Management L.C.
9/22/98 5,000 8.44 Bay Harbour Management L.C.
9/25/98 25,000 7.81 Bay Harbour Management L.C.
9/29/98 7,000 7.56 Bay Harbour Management L.C.
9/30/98 2,000 7.94 Bay Harbour Management L.C.
10/6/98 2,100 8.06 Bay Harbour Management L.C.
10/13/98 2,000 8.06 Bay Harbour Management L.C.
10/14/98 4,100 8.31 Bay Harbour Management L.C.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
10/21/98 2,500 8.56 Bay Harbour Management L.C.
10/22/98 2,500 8.69 Bay Harbour Management L.C.
11/2/98 4,000 9.31 Bay Harbour Management L.C.
11/3/98 5,000 9.31 Bay Harbour Management L.C.
11/4/98 6,300 9.44 Bay Harbour Management L.C.
11/4/98 1,700 9.44 Bay Harbour Management L.C.
11/12/98 3,000 9.44 Bay Harbour Management L.C.
11/20/98 2,000 10.00 Bay Harbour Management L.C.
11/30/98 1,100 9.30 Bay Harbour Management L.C.
12/23/98 10,000 9.44 Bay Harbour Management L.C.
12/29/98 1,700 9.88 Bay Harbour Management L.C.
12/30/98 2,000 9.62 Bay Harbour Management L.C.
1/4/99 5,000 10.03 Bay Harbour Management L.C.
1/5/99 4,000 10.06 Bay Harbour Management L.C.
1/6/99 10,000 10.00 Bay Harbour Management L.C.
1/11/99 5,000 9.94 Bay Harbour Management L.C.
1/12/99 4,400 10.06 Bay Harbour Management L.C.
1/12/99 3,100 10.06 Bay Harbour Management L.C.
1/13/99 1,890 9.81 Bay Harbour Management L.C.
1/20/99 1,800 9.81 Bay Harbour Management L.C.
1/21/99 3,500 9.56 Bay Harbour Management L.C.
1/26/99 2,000 9.56 Bay Harbour Management L.C.
1/27/99 10,000 9.24 Bay Harbour Management L.C.
1/28/99 1,000 9.31 Bay Harbour Management L.C.
2/5/99 1,000 9.81 Bay Harbour Management L.C.
2/22/99 10,000 9.62 Bay Harbour Management L.C.
2/26/99 5,000 8.62 Bay Harbour Management L.C.
3/2/99 6,300 8.76 Bay Harbour Management L.C.
3/9/99 5,000 10.06 Bay Harbour Management L.C.
3/9/99 2,000 10.06 Bay Harbour Management L.C.
3/12/99 5,000 9.94 Bay Harbour Management L.C.
3/18/99 4,100 10.01 Bay Harbour Management L.C.
3/19/99 3,700 10.01 Bay Harbour Management L.C.
3/29/99 6,300 11.32 Bay Harbour Management L.C.
3/31/99 20,000 11.06 Bay Harbour Management L.C.
927,390
</TABLE>
<PAGE>
<PAGE>
IMPORTANT
Your proxy is important. No matter how many shares you own, please
give the Soliciting Shareholders your proxy FOR approval of the his Proposals
by:
MARKING the enclosed [ ] Annual Meeting proxy card,
SIGNING the enclosed [ ] Annual Meeting proxy card,
DATING the enclosed [ ] Annual Meeting proxy card and
MAILING the enclosed [ ] Annual Meeting proxy card TODAY in the
envelope provided (no postage is required if mailed in the United
States).
If you have already submitted a proxy to AAON for the Annual Meeting,
you may change your vote to a vote FOR the Soliciting Shareholders's Proposals
by marking, signing, dating and returning the enclosed [ ] proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
AAON. Only your latest dated proxy for the Annual Meeting will count at such
meeting.
If you have any question or require any addition information concerning this
Proxy Statement or the proposals by the Soliciting Shareholders, please contact
the Proxy Solicitor at the address and telephone number set forth below.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT 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 THE [ ] ANNUAL
MEETING PROXY CARD.
<PAGE>
<PAGE>
Appendix 1
[ ] PROXY
AAON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 25, 1999
THIS PROXY IS SOLICITED BY BAY HARBOUR MANAGEMENT, L.C., TOWER
INVESTMENT GROUP, INC., STEVEN A. VAN DYKE, AND DOUGLAS P. TEITELBAUM
IN OPPOSITION TO THE AAON BOARD OF DIRECTORS
The undersigned shareholder of AAON Corporation ("AAON") hereby appoints
Steven A. Van Dyke, Douglas P. Teitelbaum, and Daniel H. Burch each of them with
full power of substitution, to vote all shares of AAON Common Stock, par value
$0.004 per share, of AAON that the undersigned is entitled to vote if personally
present at the 1999 Annual Meeting of Shareholders of AAON to be held on May 25,
1999, and at any adjournments or postponements thereof as indicated below and in
the discretion of the proxies, and upon such other business as may properly come
before the meeting, and any adjournment or postponement thereof. The undersigned
hereby revokes any previous proxies with respect to matters covered by this
Proxy.
THE SOLICITING SHAREHOLDERS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 6.
1. To elect Steven A. Van Dyke and Douglas P. Teitelbuam to the AAON Board of
Directors.
[ ] FOR nominee [ ] WITHHOLD AUTHORITY for nominee
2. To amend the bylaws to require the Company to hold its 2000 annual meeting by
May 30, 2000 and to set a meeting date for the 2000 annual meeting by January
31, 2000 (the "Meeting Date Proposal")
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To amend the bylaws to ensure that at least one third of the directors
will be elected at the 2000 annual meeting (the "Fair Election Proposal")
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To amend the bylaws to reinstate shareholders' ability to act by written
consent (the "Consent Action Proposal")
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To repeal any bylaws adopted by the board of directors since March 12,
1999 (the "Bylaw Repeal Proposal")
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. To amend the bylaws to prevent the Board from amending any Bylaws
adopted by shareholders by passage of the resolutions set forth in the
accompanying proxy statement (the "Bylaw Amendment Proposal")
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. MANAGEMENT PROPOSAL: To amend the Company's Articles of Incorporation
of the Company to limit the personal liability of directors of the Company to
the fullest extent allowed under the Nevada Corporation Law (the 'Limitation of
Liability Proposal').
[ ] AGAINST [ ] FOR [ ] ABSTAIN
<PAGE>
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO
BE A DIRECTION TO VOTE FOR PROPOSALS 1 THROUGH 6 AND IN THE DISCRETION OF THE
PROXIES, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
____________________________________
(Date)
____________________________________
(Signature)
____________________________________
(Title)
____________________________________
(Signature, if held jointly)
When shares are held by joint
tenants, both should sign. When
signing an attorney, executor,
administrator, trustee, guardian,
corporate officer or partner, please
give full title as such. If a
corporation, please sign in corporate
name by President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person. This Proxy votes
all shares held in all capacities.
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY
