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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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NEWS RELEASE
[MACKENZIE PARTNERS, INC. LETTERHEAD]
CONTACT:
STANLEY J. KAY, JR.
MACKENZIE PARTNERS, INC.
(212) 929-5940
FOR IMMEDIATE RELEASE:
LEADING INDEPENDENT PROXY ADVISORY FIRM ENDORSES BAY HARBOUR
OVER AAON MANAGEMENT IN PROXY CONTEST.
RECOMMENDS ACROSS-THE-BOARD SUPPORT FOR NOMINEE AND PROPOSALS
NEW YORK, NY AND TAMPA, FL, May 18, 1999--Bay Harbour Management, L.C., which
is soliciting proxies in opposition to the management of AAON Inc. (NASDAQ:
AAON) announced today that it has received the endorsement of Institutional
Shareholder Services (ISS), a leading independent proxy advisory firm in
Rockville, MD. ISS advises several hundred of the country's largest
institutions, pension funds and money managers.
In a report to its clients published yesterday, ISS recommended that AAON
shareholders support Bay Harbour's nominee, Steven A. Van Dyke, Founder and
Managing Principal of Bay Harbour, and all five of its corporate governance
proposals.
Sharply criticizing management's recent bylaw changes, ISS's report made the
following points:
- - " ... AAON has taken steps that severely limit shareholders' ability to
protect their interests should they not be aligned with management and the
incumbent board."
- - " ... the company has systematically enacted changes to its bylaws that have
usurped shareholder rights."
- - " ... the entrenching bylaw amendments and poison pill exceed the bounds of
reasonable protection from hostile takeovers, as bona fide offers for the
company may be hampered to the point that shareholders may never be able
to consider them."
The ISS report concluded: "Shareholders should support the dissident
proposals in order to effect some restoration of their fundamental rights.
Shareholders can only accomplish this by voting the dissident proxy because
management did not include the dissident proposals on its ballot ... .
Furthermore, the election of Mr. Van Dyke would give a 15-percent
shareholder a 14-percent vote on the board. We recommend a vote FOR the
director nominees on the dissident ballot which includes Mr. Van Dyke and
management nominee Anthony Pantalconi."
more-
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Bay Harbour/AAON
May 18, 1999
Page Two
Steven A. Van Dyke stated "We are gratified to have received such strong
support from an independent advisory firm like ISS. This is a clear
indication of just how compelling our proposals and my nomination are for
those seeking to equalize the balance of power between the AAON board and the
owners of the company. We hope that all AAON shareholders will take the time
before casting their votes to consider ISS's reasoning in support of Bay
Harbour."
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