<PAGE> 1
SCHEDULE 14A
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[X]
Filed by a Party other than the Registrant[ ]
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 ss.240.14a-11(c) or ss.240.14a-12
AAON, INC.
----------------------------------------------------------------------
(Name of Registrant as specified in Its Charter)
----------------------------------------------------------------------
(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)(4) 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> 2
[AAON LETTERHEAD]
May 6, 1999
Dear Fellow AAON Stockholders:
Over the past few weeks, we have had an opportunity to speak with many of our
stockholders about AAON, its performance and its future prospects. We would like
to thank all of you for the time and consideration you have given to the
important issues to be decided at the May 25th Annual Meeting. We appreciate the
many expressions of support we have received from those holders who share with
us a bright vision for AAON's future.
Time is short. We urge you to sign and return the enclosed Board of Directors
WHITE proxy card. Remember: You can vote for both of your Board's nominees only
on the WHITE proxy card. Since only your latest dated proxy card counts, please
make certain that the latest dated card you send in is the WHITE proxy card.
Please discard any gold proxy sent to you by the dissident group, Bay Harbour
Management.
If you have any questions or are concerned that your vote will not be received
in time, please call us at AAON at (918) 583-2266 or our proxy solicitor, Beacon
Hill Partners, at (800) 755-5001.
BUILDING A BETTER COMPANY
The record-setting sales and earnings that AAON reported for 1998 and for the
first quarter of 1999 were the result of years of long-term planning and
strategic initiatives implemented by our management team. AAON is now a better
company than it was years ago because it is financially stronger and much better
positioned to take advantage of future growth opportunities as they arise.
The groundwork has now been laid by your Board and management for AAON to become
an even better company in the years to come. Here are a few of the measures that
we believe will help build value over the next few years:
WE HAVE DEVELOPED A MUCH BROADER AND MORE DIVERSIFIED CUSTOMER BASE. Until
1990, over 90% of our total sales were attributable to our two largest
customers. Today, our three largest customers comprise only 36% of our
sales. By building a broader customer base, we have limited the volatility
and risk associated with tying our fortunes to relationships with only one
or two companies. The expanded base also gives us a broader range of growth
opportunities from more customers.
WE HAVE ACHIEVED BRAND NAME STATUS WITHIN OUR MARKETS. The AAON name has
come to stand for a high quality, innovative and energy efficient product,
which despite a higher selling price, is less costly to our customers over
the course of its productive life. Our good reputation helped us achieve
our growth in the last two years and will aid in the introduction of our
new products: air handlers and condensing units.
WE HAVE GREATLY INCREASED OUR PRODUCTION CAPACITY. In late 1997, we
purchased a 479,000 square foot plant adjacent to our Tulsa facility, more
than doubling our available manufacturing and office space. This expansion
will enable us to easily handle our increasing order flow.
<PAGE> 3
WE HAVE IMPROVED PRODUCTIVITY. Over the past two years we have spent
approximately $9 million on automated machinery for our sheet metal and
coil fabricating areas. This has resulted in a 150% improvement in
productivity in these areas and has helped us combat the constraints of the
current tight labor market.
CREATING VALUE FOR STOCKHOLDERS
We believe that first and foremost, in order to create value for our
stockholders, we needed to build a company that, on its own, represented an
attractive investment opportunity with strong growth prospects. We have
accomplished that at AAON, which has enjoyed a 30% increase in net sales in each
of the past two calendar years, and a 47% and 73% increase in net income,
respectively, for the same two years. As AAON's compelling growth story
continues to unfold and the Company continues to enjoy increased sales and
earnings, we believe AAON will gain increased attention from the investment
community.
Despite a market that has been unfavorable to small companies, AAON's stock has
performed well since the beginning of 1998. In order to raise the visibility of
AAON in the investment community we entered into a consulting agreement on
January 1, 1999 with Mr. Jerry Levine of JRL Advisors, based in New York. Mr.
Levine has over 30 years of experience as a securities analyst specializing in
small cap companies including 11 years (1980-1991) with Merrill Lynch's Emerging
Growth Companies Group. Mr. Levine's new firm concentrates on investor relations
for small cap companies and has already placed in motion a program to put AAON
management in direct contact with institutional investors as well as individual
brokers and securities analysts who may be seeking interesting investment
opportunities in the small cap arena.
AAON's success continues. That success however, could be put at risk if a
dissident group such as Bay Harbour gains influence and possibly control over
your Company. We believe it is in your best interests for the Company to
maintain a cohesive Board and management team whose sharp focus remains on our
continuing strong growth in sales and earnings. We urge you to support both of
the Board's nominees on the enclosed WHITE proxy card.
Thank you for your consideration and support.
Sincerely,
The Board of Directors of AAON, Inc.
Norman H. Asbjornson William A. Bowen John B. Johnson, Jr. Joseph M. Klein
Thomas E. Naugle Anthony Pantaleoni Charles C. Stephenson, Jr.
