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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 2)
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))
/X/ 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:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
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 GOLD 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 offices, 2425 South Yukon, Tulsa, Oklahoma 74107, at 10:00 a.m. (local
time) on Tuesday, 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 April 26, 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
Bay Harbour is a registered investment adviser whose managed
accounts hold approximately 15% of the issued and outstanding shares of AAON
common stock, par value $.004 per share (the "AAON Common Stock"). Tower, a
Florida corporation, is a holding company whose principal asset is its shares of
Bay Harbour. Mr. Van Dyke is a principal and the President of Bay Harbour and
Mr. Teitelbaum is a principal and the Portfolio Manager of Bay Harbour. Tower,
and Messrs. Van Dyke and Teitelbaum are the holders, directly or indirectly, of
a majority of the stock of Bay Harbour. The Soliciting Shareholders beneficially
own all of the AAON Common Stock held by Bay Harbour's managed accounts. The
Soliciting Shareholders are soliciting proxies for the election of Mr. Van Dyke
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 Van Dyke's election to the
Board, and for the other proposals described below, in accordance with
applicable proxy regulations (the "Proxy Solicitation"). In addition, in
accordance with applicable proxy regulations, the Soliciting Shareholders intend
to use their proxies to vote for Mr. Anthony Pantaleoni, who is one of the two
individuals nominated by the Board to serve as a director. Mr. Pantaleoni is a
nominee of the Company and not of the Soliciting Shareholders.
<PAGE>
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. In his Letter to Stockholders included in the
Revised preliminary proxy materials filed by AAON on April 16, 1999 (the
"Company's Revised Proxy Statement"), Mr. Norman H. Asbjornson, president of the
Company, defended the performance of the AAON Common Stock with the following
statement: "In 1998, AAON's stock price increased 23.14% (from $7 9/16 to $9
5/16) while the Russell 2000 Index, which is a broad index that includes many
smaller capitalization stocks, decreased by 3.45%. In the first Quarter of 1999,
AAON stock increased by 18.12% (from $9 5/16 to $11) while the Russell 2000
Index decreased by 5.77%."
The Soliciting Shareholders believe that these statistics do not
accurately portray the recent performance of the AAON Common Stock because:
o The entire increase in the market price of the AAON Common
Stock during 1998 occurred during the first quarter of the year. The
market price of the stock actually decreased from March 31 to December
31 1998. The Soliciting Shareholders believe that the price went up in
the first quarter of 1998 because the Company's operating results in
the fourth quarter of 1997 were dramatically better than its operating
results in the fourth quarter of 1996. By contrast continued
improvements in AAON's operating results during the balance of 1998 did
not result in an increase in the price of the AAON Common Stock.
o The market price of the AAON Common Stock did not increase
above year-end 1998 levels until March 1999. The Soliciting
Shareholders believe that this increase was triggered by press reports
that Mr. Van Dyke had criticized the Board for adopting a poison pill,
leading to an expectation among some investors that Bay Harbour might
take some action to induce the Board to pursue policies that would
maximize shareholder value.
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. Van Dyke would make a valuable contribution to the Board in
formulating and implementing a plan to enhance shareholder value. Therefore, the
Soliciting Shareholders intend to nominate Mr. Van Dyke for election to the
Board at the 1999 annual meeting, and are now soliciting proxies for Mr. Van
Dyke's election to the Board, and for the other proposals described below.
If Bay Harbour's investment objectives diverged from those of
other investors, Mr. Van Dyke could potentially have a conflict of interest
between his fiduciary duties as a director of the Company and his fiduciary
duties to Bay Harbour's clients. However, the Soliciting Shareholders believe
that Bay Harbour's investment objectives are generally consistent with those of
other AAON shareholders. Bay Harbour wishes to maximize the value of the
Company's shares and to explore alternatives, including strategic transactions,
that may achieve that objective. However, Bay Harbour would not be in favor of
AAON entering into a strategic transaction that valued AAON at less than its
intrinsic value even if the transaction resulted in a short-term increase in the
market price of the AAON Common Stock.
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The Soliciting Shareholders believe that Mr. 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.
Mr. Van Dyke believes that securities analysts who specialize in the heating,
ventilation and air conditioning ("HVAC") industry generally do not follow the
Company's stock. He believes that the market price of the AAON Common Stock
would be higher if the Company were able to attract the interest of securities
analysts. Mr. Van Dyke favors strengthening the Company's investor relations
program as part of an effort to attract the interest of securities analysts. As
a director, Mr. Van Dyke would personally participate in this effort. However,
he believes that at its present size, AAON may be too small to win the attention
of securities analysts. Therefore, if the Company is not sold, Mr. Van Dyke
believes AAON should consider acquiring or combining with other companies in the
HVAC industry.
Mr. Van Dyke believes that an acquisition of the Company may
be the way to maximize shareholder value. Recently, there has been an increase
in merger and acquisition activity in the HVAC industry reflected both in
transactions and expressions of interest in acquisitions by industry
participants larger than AAON. The Soliciting Shareholders believe that this
improved merger and acquisition climate may provide an opportunity to sell the
Company at a substantial premium over its current market price. Therefore, as a
director, Mr. Van Dyke would advocate approaching potential buyers to determine
whether such a transaction is possible.
The Soliciting Shareholders have in the past approached
parties not affiliated with Bay Harbour who might engage in strategic
transactions with AAON, and the Soliciting Shareholders may continue to do so in
the future, but to date these approaches have not led to detailed discussions or
negotiations, and there is no assurance that if Mr. Van Dyke is elected to the
Board and the Bylaw Amendment Proposals (defined below) are adopted, such a
transaction will be effected or will result in the Company's shareholders
receiving proceeds substantially greater than the current market price of the
AAON Common Stock. Mr. Van Dyke intends to cooperate with current management to
pursue policies that will maximize the value of the AAON Common Stock. However,
if the Soliciting Shareholders are not satisfied with AAON's progress toward
these goals, they may propose candidates for the three directorships to be
filled at the 2000 annual meeting. If elected, these candidates and Mr.
Van Dyke would constitute a majority of the Board.
On March 17, 1999 Bay Harbour filed a notice with the Company
that it intended to nominate Messrs. Van Dyke and Teitelbaum for election as
directors, and the Soliciting Shareholders subsequently filed a preliminary
proxy statement to solicit proxies to vote for both Mr. Van Dyke and Mr.
Teitelbaum. The Soliciting Shareholders 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, Mr. Van Dyke. Bay Harbour does not presently intend to nominate Mr.
Teitelbaum as a director at the Annual Meeting.
Shareholders who use the GOLD Proxy Card furnished by the
Soliciting Shareholders will be able to vote for Mr. Van Dyke and one of the
Company's nominees, Mr. Anthony Pantaleoni. The Company nominee for whom
Soliciting Shareholders are not seeking authority to vote is William A. Bowen.
Shareholders cannot vote for Mr. Van Dyke and also vote for one of the Company's
nominees using the Company's proxy card. Any shareholder who wishes to vote for
Mr. Van Dyke and for Mr. Bowen will be required to vote by ballot at the 1999
Annual Meeting. Shareholders should refer to the Company's proxy statement for
information
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concerning the Company's nominees, including Mr. Pantaleoni. There is no
assurance that any of the Company's nominees will serve as directors if Mr. Van
Dyke is elected to the Company's 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 Mr. Van Dyke 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 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
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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 is
elected to the Board, he will work 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. As a director, Mr. Van Dyke would also seek to
increase awareness of the Company among securities analysts who follow the HVAC
industry.
PLEASE SUPPORT OUR EFFORTS TO ELECT THE NOMINEE TO THE BOARD.
YOU ARE URGED TO VOTE IN FAVOR OF THESE PROPOSALS BY PROMPTLY SIGNING, DATING
AND MAILING THE GOLD 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 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 Mr. Van Dyke (the
"Nominee") for election as director. The address of the Nominee 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 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")
5
<PAGE>
Name Age Principal Occupation and Employment
and Barney's Inc. ("Barney's"), each a non-reporting
company.
</TABLE>
The Nominee believes 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. See "SUMMARY AND INTRODUCTION" for
an analysis of the recent performance of the AAON Common Stock.
The Nominee believes that he would make a valuable
contribution to the Board in formulating and implementing a plan to enhance
shareholder value.
The Nominee believes 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. In October, 1998 Mr. Van Dyke and other representatives of the
Soliciting Shareholders met with Mr. Asbjornson to discuss ways of improving the
performance of the AAON Common Stock. At this meeting the representatives of the
Soliciting Shareholders told Mr. Asbjornson that they believed that the Company
should explore the possibility of engaging in a strategic transaction. Among the
potential strategic transactions discussed at the meeting was a leveraged
buy-out in which the Company would be acquired by an entity owned by the
Company's management and investors. The representatives of the Soliciting
Shareholders indicated, and later confirmed by letter, that they would be
interested in providing financing for such a transaction. Subsequent to the
meeting, the Company advised the Soliciting Shareholders that the Company was
not interested in pursuing this transaction. There have been no further
discussions between the Soliciting Shareholders and the Company's management of
a leveraged buy-out or any other strategic transaction. The Soliciting
Shareholders have no plans to seek to participate in a leveraged buyout or any
other transaction with AAON although it is possible that they may participate in
such a transaction in the future by providing financing to a third party not
affiliated with Bay Harbour.
The Soliciting Shareholders also believe it was wrong for the Board to
adopt the Company's stockholder rights plan or "poison pill" in February. The
Company's poison pill makes it economically infeasible to acquire more than 20%
of the Company's stock unless the Board exercises its power to exempt the
acquisition from the operation of the poison pill. Under the Company's poison
pill, if anyone acquires more than 20% of the Common Stock without an exemption,
all stockholders other than the acquiror can buy Company securities at a bargain
price, thereby diluting the value of the shares purchased by the acquiror.
The Soliciting Shareholders believe the poison pill will discourage
prospective purchasers from making a proposal to acquire AAON without the
approval of the Board, thereby denying 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. The Soliciting Shareholders agree that under
the right circumstances a poison pill can be beneficial to shareholders because
it gives the Board the bargaining power to maximize the price paid to
shareholders by an acquiror seeking control of the Company. However, the
Soliciting Shareholders believe that a properly designed poison pill
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confers these benefits without giving the Board the power to permanently block
an acquisition favored by shareholders, as the Company's existing poison pill
does. Therefore, as a director, Mr. Van Dyke would advocate an amendment to the
Company's poison pill that would enable holders of 10% or more of the Company's
shares to require the Board to hold a referendum on an acquisition proposal. If
the shareholders determined in the referendum that the offer was in their best
interests, the Board would have to stop using the poison pill to block the
offer. The Board could seek to win the referendum by identifying more
advantageous strategic alternatives for the Company or by persuading
shareholders that in this particular instance it was in the shareholders' best
interests to give the Board a free hand to negotiate with the acquiror.
The Nominee believes that, as a member of the Board, and in
cooperation with the current management, he 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 Nominee intends
to pursue a policy of cooperation with current management to achieve these
goals.
The Company's Revised 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 Nominee is elected to the
Board at the Annual Meeting, the Nominee will have one of seven Board seats and
will not control the Company's Board.
As stated earlier, the Nominee intends 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 Nominee would constitute a
majority of the Board, 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
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.' "
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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 November 25, 1999. 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.' "
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 Mr. 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
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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 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.
The Consent Action Proposal would have the effect of allowing
shareholders to take action outside an annual meeting without the substantial
delay now required. Under the current Bylaws, the only way shareholders can take
action outside of an annual meeting is for a majority of the shareholders to
call a special meeting of shareholders. This requires the initiating
shareholders to engage in two separate and successive solicitations of
shareholders, both involving filings with the Securities and Exchange Commission
(the "Commission"). First, the initiating shareholders must prepare and file
solicitation materials with the Commission to solicit agent designations from a
majority of the shareholders to call a special meeting. If the solicitation is
successful, the shareholders must then file a set of proxy materials with the
Commission to solicit proxies for the action desired to be taken at such a
meeting.
If the Consent Action Proposal were adopted, shareholders
could take action outside an annual meeting through a single solicitation. The
initiating shareholders could file consent solicitation materials with the
Commission and solicit consents from shareholders holding a majority of the
voting power of the Company.
Action by consent eliminates the additional delay associated
with actually waiting for the meeting date to hold the shareholders vote. Action
by consent is effective when shareholders holding a majority of the voting power
return to either the initiating shareholders or the Company executed consents
that are not revoked by a later dated consent.
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If the Company had a majority shareholder, or if the
initiating shareholders could garner the support of a shareholders holding a
majority of the voting power of the Company without soliciting more than 10
shareholders, then under the Consent Action Proposal, such a shareholder or
shareholders could take action by written consent without filing proxy materials
with the Commission or soliciting the consents of other shareholders. As a
result action by consent could be taken without any advance notice to management
or the Board or the Company's public shareholders. However, the Soliciting
Shareholders believe that such an occurrence is highly unlikely since each of
the Company's largest shareholders owns less than 20% of the AAON Common Stock.
If a small number of large shareholders banded together to do a consent
solicitation, without filing under the SEC proxy rules, they would run the risk
of triggering the Company's poison pill with disastrous consequences for the
value of their investment in the Company.
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:
`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 Soliciting Shareholders 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:
10
<PAGE>
"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.
8. MANAGEMENT PROPOSAL: THE LIMITATION OF LIABILITY PROPOSAL.
(ITEM 8 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
11
<PAGE>
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 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 NOMINEE
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
12
<PAGE>
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 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 23, 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
13
<PAGE>
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 GOLD Proxy Card are
first being made available to shareholders on or about April 26, 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 $75,000 and will be reimbursed for
its reasonable expenses. The Proxy Solicitor will employ approximately 35 people
in its efforts. Costs incidental to this solicitation include expenditures for
printing, postage, legal and related expenses and are expected to be
approximately $175,000. The total costs incurred to date in connection with this
solicitation are not in excess of $125,000. Bay Harbour will bear the cost of
the Solicitation.
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
According to the Company's Proxy Statement, the Company will
also ask shareholders to consider and vote on certain amendments to the
Company's stock option plan (the "Stock Option Plan Proposal"). Shareholders are
referred to the Company's Proxy Statement for information regarding the Stock
Option Plan Proposal. The Soliciting Shareholders have included the Stock Option
Plan Proposal on their proxy card to give shareholders the opportunity to vote
for or against, or to abstain from voting with respect to, the Stock Option Plan
Proposal. If no marking is made on the Soliciting Shareholders' proxy card with
respect to the Stock Option Plan Proposal, the card will be deemed to be a
direction to vote for the Stock Option Plan Proposal. The Soliciting
Shareholders are 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 matters.
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
14
<PAGE>
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.
VOTING OF PROXY CARDS
Shares of AAON Common Stock represented by properly executed
GOLD 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 GOLD 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 GOLD 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.
15
<PAGE>
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.
16
<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
Present Office or Other
Name Principal Occupation or Employment
- ---- ----------------------------------
Steven A. Van Dyke President and Principal
Douglas P. Teitelbaum Portfolio Manager and Principal
Peter N. Wainman Managing Director
<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.
<PAGE>
Purchase Date Quantity Price Per Share Purchasing Entity
- ------------- -------- --------------- -----------------
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.
<PAGE>
Purchase Date Quantity Price Per Share Purchasing Entity
- ------------- -------- --------------- -----------------
6/15/98 900 10.48 Bay Harbour Management L.C.
6/17/98 5,000 10.54 Bay Harbour Management L.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.
<PAGE>
Purchase Date Quantity Price Per Share Purchasing Entity
- ------------- -------- --------------- -----------------
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.
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>
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 GOLD Annual Meeting proxy card,
SIGNING the enclosed GOLD Annual Meeting proxy card,
DATING the enclosed GOLD Annual Meeting proxy card and
MAILING the enclosed GOLD 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'
Proposals by marking, signing, dating and returning the enclosed GOLD 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 GOLD ANNUAL
MEETING PROXY CARD.
<PAGE>
AAON, INC.
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, Inc. ("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 RECOMMEND A VOTE FOR PROPOSALS
1 THROUGH 7 AND A VOTE AGAINST PROPOSAL 8.
1. Election of Directors
A. Soliciting Shareholder Nominee--election of Steven A. Van Dyke to the
AAON Board of Directors.
/ / FOR nominee / / WITHHOLD AUTHORITY for nominee
B. Company Nominee: The Soliciting Shareholders intend to use this proxy
to vote for one of two individuals who have been nominated by the Company
to serve as a director. The individual the Soliciting Shareholders intend
to vote for is the Company nominee NOT named below (the "Additional
Nominee"). You may withhold authority to vote for the Additional Nominee by
writing the name of the Additional Nominee in the space below. Please refer
to management's Proxy Statement for the 1999 Annual Meeting for the names,
backgrounds, qualifications and other information concerning the Company's
nominees, including the Additional Nominee. There is no assurance that any
of the Company's nominees will serve as directors if Mr. Van Dyke is
elected to the Board.
The Company's nominee with respect to whom the Soliciting Shareholders are
NOT seeking authority to vote for and WILL NOT exercise any such authority is
William A. Bowen.
INSTRUCTION: To withhold authority to vote for the election of the
Additional Nominee, write his name on the line provided below.
- ------------------------------------------------------------
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
<PAGE>
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
MANAGEMENT PROPOSALS
7. To amend the Company's Stock Option Plan (the "Stock Option Plan
Proposal").
/ / FOR / / AGAINST / / ABSTAIN
8. 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").
<TABLE>
<S> <C> <C>
/ / AGAINST / / FOR / / ABSTAIN
</TABLE>
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 7 (INCLUDING THE
ELECTION OF THE ADDITIONAL NOMINEE) AND A VOTE AGAINST PROPOSAL 8 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
