<PAGE>
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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[BAY HARBOUR MANAGEMENT L.C. LETTERHEAD]
May 19, 1999
THIS IS YOUR LAST OPPORTUNITY TO VOTE TO ELECT STEVEN VAN DYKE
AND RESTORE YOUR SHAREHOLDER RIGHTS AT AAON.
Dear Fellow AAON Shareholder:
AAON's annual meeting is just one week from today. This will be your final
opportunity to vote your GOLD proxy card in support of Steven A. Van Dyke,
the Founder and a Managing Principal of Bay Harbour, AAON's largest outside
shareholder. By signing the enclosed GOLD proxy card, your shares will be voted
FOR Mr. Van Dyke, FOR Anthony Pantalconi, one of AAON's nominees, and FOR Bay
Harbour's five corporate governance proposals.
IMPORTANT NOTE
- -------------------------------------------------------------------------------
YOU SHOULD BE AWARE THAT INSTITUTIONAL SHAREHOLDER SERVICES, A LEADING
INDEPENDENT PROXY ADVISORY FIRM, WHICH ADVISES SEVERAL HUNDRED MAJOR
INSTITUTIONS, PENSION FUNDS AND MONEY MANAGERS ON HOW TO VOTE THEIR PROXIES
IN CONTESTED SITUATIONS, HAS ENDORSED BAY HARBOUR NOMINEE STEVEN VAN DYKE AND
ALL FIVE OF OUR CORPORATE GOVERNANCE PROPOSALS. THE ISS REPORT SHARPLY
CRITICIZES MANAGEMENT'S RECENT BYLAW CHANGES AS HAVING "USURPED SHAREHOLDER
RIGHTS." PLEASE SEE OUR ATTACHED PRESS RELEASE REGARDING THE ISS ENDORSEMENT.
- -------------------------------------------------------------------------------
In this final letter to you, let us correct the record on a number of issues,
which we believe management has ignored or misrepresented, for you to
consider:
- - WE BELIEVE MANAGEMENT HAS IGNORED POTENTIAL BUYER INTEREST: SUCH BUYERS,
WE BELIEVE, COULD PAY A SUBSTANTIAL PREMIUM OVER AAON'S CURRENT STOCK PRICE.
We strongly believe that a number of strategic buyers are interested in an
acquisition or similar transaction with AAON. Some of these potential buyers
have told us that they approached AAON management to explore a possible
acquisition of the Company and that management either rebuffed them or failed
to return their calls. We believe that shareholders need a representative on
the board who will help make certain that the board gives fair consideration
to acquisition opportunities.
IN ADDITION TO MAXIMIZING VALUE FOR SHAREHOLDERS, WE BELIEVE THAT AN
ACQUISITION WOULD BE GOOD FOR AAON BECAUSE IT COULD PROVIDE THE COMPANY
ACCESS TO A BROADER RANGE OF CUSTOMERS, LESSENING AAON'S DEPENDENCE ON A FEW
BIG CUSTOMERS. ALSO, A PURCHASER OF AAON COULD USE THE COMPANY'S NEW
MANUFACTURING FACILITIES IN TULSA--WHICH WE BELIEVE ARE AN ATTRACTIVE ASSET
TO A POTENTIAL ACQUIROR--TO CONDUCT OTHER MANUFACTURING ACTIVITIES.
<PAGE>
- - WE BELIEVE BAY HARBOUR IS RESPONSIBLE FOR THE RECENT SPIKE IN AAON'S PRICE.
AAON's stock price has increased by almost 30% since press reports about
Mr. Van Dyke's criticism of the board for adopting a poison pill appeared in
the TULSA WORLD. We believe that AAON's market price has recently increased
because shareholders expect Bay Harbour to succeed at getting the board to
adopt policies that maximize shareholder value.
PRIOR TO THE PUBLICATION OF THE TULSA WORLD STORY, THE STOCK PRICE WAS STUCK
AT OR BELOW 1998 YEAR-END LEVELS DESPITE THE COMPANY'S ANNOUNCEMENT OF ITS
FINANCIAL RESULTS FOR 1998. THEREFORE, WE BELIEVE THAT AAON'S PRESIDENT IS
WRONG WHEN HE CREDITS THE COMPANY'S RECORD SETTING SALES AND EARNINGS FOR THE
RISE IN THE PRICE OF ITS STOCK.
- - AAON MANAGEMENT FAILED TO INCLUDE OUR PROPOSALS ON ITS PROXY CARD.
We also seek your support for a number of corporate governance proposals. We
firmly believe that AAON's poor corporate governance structure and policies
have entrenched management and have been a hindrance in increasing the value
of the Company. Since management did not include our bylaw proposals on their
proxy card, the only way you can vote for Bay Harbour's corporate governance
reform proposals is by signing the enclosed GOLD proxy card.
- - ELECTING STEVEN VAN DYKE WILL NOT CAUSE A CHANGE OF CONTROL AT THE COMPANY.
We are seeking your vote for one Board seat of the two that are open for
election at the May 25 annual meeting. If elected, Mr. Van Dyke would be just
one of seven AAON directors. PLEASE KEEP IN MIND: THERE IS NO REPRESENTATIVE OF
A MAJOR OUTSIDE SHAREHOLDER ON AAON'S BOARD. WE BELIEVE THAT AAON NEEDS THAT
TYPE OF SHAREHOLDER REPRESENTATION ON THE BOARD. BAY HARBOUR IS THE
OWNER OF ABOUT 16% OF AAON--THE COMPANY'S LARGEST OUTSIDE SHAREHOLDER.
CLEARLY, OUR INTERESTS AS SHAREHOLDERS ARE ALIGNED WITH YOURS.
WE URGE YOU TO VOTE YOUR GOLD PROXY TODAY!
A FEDEX RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
REMEMBER--EVEN IF YOU HAVE ALREADY VOTED A MANAGEMENT PROXY CARD, YOU HAVE
EVERY LEGAL RIGHT TO CHANGE YOUR VOTE BY SIGNING AND MAILING THE ENCLOSED
GOLD PROXY CARD. IN AN ELECTION CONTEST, ONLY YOUR LATEST-DATED PROXY COUNTS
IN THE FINAL TALLY.
If you have any comments about our election contest or help in voting your
shares, please contact Peter Wainman of Bay Harbour at (212) 753-7538 or
MacKenzie Partners, Inc. toll-free at (800) 322-2885. We appreciate your
consideration of our nominee and our proposals.
Sincerely,
/s/ Steven A. Van Dyke /s/ Douglas Teitelbaum
- ---------------------- ----------------------
Steven A. Van Dyke Douglas Teitelbaum
FOUNDER AND MANAGING PRINCIPAL MANAGING PRINCIPAL
<PAGE>
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-
<PAGE>
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."
# # #
