SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
AAON, INC.
(Name of Issuer)
COMMON STOCK, $.004 par value per share
(Title of Class of Securities)
000360206
(CUSIP Number)
BAY HARBOUR MANAGEMENT, L.C.
TOWER INVESTMENT GROUP, INC.
STEVEN A. VAN DYKE
777 South Harbour Island Boulevard, Suite 270
Tampa, Florida 33602
(813) 272-1992
DOUGLAS P. TEITELBAUM
885 Third Avenue
34th Floor
New York, New York 10022
(212) 371-2211
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 16, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on the following pages)
<PAGE>
This Amendment No. 5 amends and supplements the Statement on
Schedule 13D, originally filed with the U.S. Securities and Exchange Commission
(the "SEC") on October 27, 1998, by Bay Harbour Management, L.C. ("Bay
Harbour"), Tower Investment Group, Inc. ("Tower"), as the majority stockholder
of Bay Harbour, Steven A. Van Dyke ("Van Dyke"), in his capacity as a
stockholder and President of Tower, and Douglas P. Teitelbaum ("Teitelbaum"), in
his capacity as a stockholder of Tower, as amended by Amendment No. 1 thereto
filed with the SEC on February 19, 1999 , Amendment No. 2 thereto filed with the
SEC on March 12, 1999, Amendment No. 3 thereto filed with the SEC on April 6,
1999 and Amendment No. 4 thereto filed with the SEC on April 7, 1999, (the
"Schedule 13D"). Capitalized terms used herein and not otherwise defined have
the meanings assigned to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended in its entirety to read as follows:
The Reporting Persons acquired the Shares to obtain an equity
position in Aaon. The Reporting Persons consider the Shares an attractive
investment and intend to review their investment on an ongoing basis. Such
continuing review may result in the Reporting Persons acquiring additional
shares of Aaon Common Stock in the open-market or in privately negotiated
transactions, maintaining their holdings at current levels or selling all or a
portion of their holdings in the open-market or in privately negotiated
transactions. Any such actions the Reporting Persons undertake will be dependent
upon, among other things, the availability of shares of Aaon Common Stock for
purchase and the price levels of such shares; general market and economic
conditions; on-going evaluation of Aaon's business, financial condition,
operations and prospects; the relative attractiveness of alternative business
and investment opportunities; the availability of funds for the purchase of
additional shares of Aaon Common Stock; the actions of the management and Board
of Directors of Aaon; and other future developments.
The Reporting Persons 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. In March 1999, the Reporting Persons concluded
that more needs to be done to enable shareholders to realize the inherent value
of the Company's business and that Teitelbaum and Van Dyke would make a valuable
contribution to Aaon's board of directors in formulating and implementing a plan
to enhance shareholder value. Therefore, in accordance with Article III of the
Bylaws, Bay Harbour notified the Company of its intention to nominate Teitelbaum
and Van Dyke for election to the board of directors at the 1999 annual meeting,
and the Reporting Persons filed preliminary proxy materials with the SEC. The
Reporting Persons later concluded that the Company's shareholders were likely to
support the reelection of Mr. Pantaleoni to the Board and, therefore, decided to
solicit proxies for only one of their original candidates, Van Dyke. Bay Harbour
does not presently intend to nominate Teitelbaum as a director at the Annual
Meeting. The Reporting Persons intend to solicit proxies for Van Dyke's election
to the Board, and for the other proposals described below, in accordance with
applicable proxy regulations (the
<PAGE>
"Proxy Solicitation").
The Reporting Persons 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 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 Reporting Persons
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 Van Dyke is elected to
the Board, he 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 Reporting Persons 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.
The Reporting Persons believe that Van Dyke as a member 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. Van Dyke
intends 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 Reporting Persons may propose candidates for the three
directorships to be filled at the 2000 annual meeting. If elected, these
candidates and Van Dyke would constitute a majority of the Board.
To assure that shareholders have a fair opportunity to elect a new
board majority at the 2000 Annual Meeting, Bay Harbour has also notified the
Company in accordance with Article II of the Bylaws of its intent to propose
that shareholders adopt amendments to the Bylaws at the Annual Meeting 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 amending the Company's bylaws to provide 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 Reporting Persons notified the Board
of the details of their Proxy Solicitation, and (v) prevent the Board from
amending the bylaws adopted by the passage of the proposals described above. The
preliminary proxy materials filed by the Reporting Persons also contain
information regarding these proposals.
The Reporting Persons are also soliciting proxies in opposition to
the Company's proposal to amend the Company's Articles of Incorporation to limit
the personal liability of directors of the Company to the fullest extent
permitted by the Nevada Corporation Law. The Reporting Persons oppose such an
amendment to the Company's Articles of Incorporation because the Reporting
Persons 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,
<PAGE>
intentional misconduct or a knowing violation of law.
Representatives of the Reporting Persons will solicit individuals,
brokers, banks, bank nominees and other institutional holders in connection with
the Proxy Solicitation and will not receive any compensation for such
solicitation.
The Reporting Persons have not agreed, and are not contractually
obligated, to vote the shares of Aaon Common Stock beneficially owned by the
Reporting Persons in any manner in connection with the Proxy Solicitation or
with respect to any other vote of the shareholders of the Company. The Reporting
Persons reserve the right to participate in or initiate, alone or with others,
any plans, proposals or transactions of a similar or different nature with
respect to the Company or its securities. In addition, the Reporting Persons may
revise the proposals described above or submit additional proposals for action
by shareholders.
There can be no assurance that the Reporting Persons (or any of
their affiliates) will take any of the actions described in this Item 4 with
respect to the Shares or Aaon.
Except as described in this Item 4, as of the date of this Statement
none of the Reporting Persons has formulated any plans or proposals that relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction; (c) a sale or transfer of a material
amount of assets of the Company or its subsidiaries, if any; (d) any change in
the present board of directors or management of the Company, including any
change in the number or term of directors or the filling of any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter or bylaws
or other actions that may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming elgible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to those enumerated above.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of: April 16, 1999 TOWER INVESTMENT GROUP, INC.
By: /s/ Steven A. Van Dyke
----------------------------
Name: Steven A. Van Dyke
--------------------------
Title: President
-------------------------
BAY HARBOUR MANAGEMENT, L.C.
By: /s/ Steven A. Van Dyke
----------------------------
Name: Steven A. Van Dyke
--------------------------
Title: President
-------------------------
/s/ Steven A. Van Dyke
--------------------------------
Steven A. Van Dyke
/s/ Douglas P. Teitelbaum
--------------------------------
Douglas P. Teitelbaum
