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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)
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 6, 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 1 of 10 Pages)
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<CAPTION>
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CUSIP No. 000360206 13D Page 2 of 10 Pages
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<S> <C> <C> <C>
- ------- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Steven A. Van Dyke
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO, PF
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- -------------------------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER -0-
Shares
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Beneficially 8 SHARED VOTING POWER 927,390
Owned by
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Each Reporting 9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 927,390
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,390
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.90%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
- -------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
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CUSIP No. 000360206 13D Page 3 of 10 Pages
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<S> <C> <C> <C>
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1 NAME OF REPORTING PERSON Douglas P. Teitelbaum
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- ---------------- ------- ----------------------------------------------------------------------
Number of 7 SOLE VOTING POWER -0-
Shares
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Beneficially 8 SHARED VOTING POWER 927,390
Owned by
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Each Reporting 9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 927,390
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,390
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.90%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
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</TABLE>
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<TABLE>
<CAPTION>
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CUSIP No. 000360206 13D Page 4 of 10 Pages
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<S> <C> <C> <C>
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1 NAME OF REPORTING PERSON Tower Investment Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-2924229
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- -------------------------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER 927,390
Shares
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Beneficially 8 SHARED VOTING POWER -0-
Owned by
------------------------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 927,390
------------------------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,390
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.90%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC
- -------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
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CUSIP No. 000360206 13D Page 5 of 10 Pages
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<S> <C> <C> <C>
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1 NAME OF REPORTING PERSON Bay Harbour Management, L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-3418243
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- -------------------------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER 927,390
Shares
------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
------------------------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 927,390
------------------------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,390
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.90%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IA
- -------------------------------------------------------------------------------------------------
</TABLE>
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CUSIP No. 000360206 13D Page 6 of 10 Pages
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This Amendment No. 3 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 and Amendment No. 2 thereto filed with
the SEC on March 12, 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. The Reporting Persons
believe 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 has 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 have filed preliminary proxy
materials with the SEC. The Reporting Persons intend to solicit proxies for
Teitelbaum's and Van Dyke's election to the Board, and for the other proposals
described below, in accordance with applicable proxy regulations (the "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 and Teitelbaum
are elected to the Board, they 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
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CUSIP No. 000360206 13D Page 7 of 10 Pages
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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 and Teitelbaum as
members 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 and Teitelbaum intend 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 Teitelbaum 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, 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
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CUSIP No. 000360206 13D Page 8 of 10 Pages
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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.
Item 5 Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
(a) As of the filing date of this Statement, each Reporting
Persons beneficially own 927,390 shares of Aaon Common Stock, which represent
approximately 14.90% of Aaon Common Stock outstanding based upon 6,225,449
shares of Aaon Common Stock outstanding as of March 1, 1999 as set forth in
the Company's annual report filed on Form 10-K on March 25, 1999 with the SEC.
For purposes of disclosing the number of shares beneficially owned by each of
the Reporting Persons, (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.
(b) Each Reporting Person has (i) the sole power to vote or
direct the vote of the 927,390 shares of Aaon Common Stock held by
Bay Harbour; and (ii) the sole power to dispose of or to direct the disposition
of such 927,390 shares of Aaon Common Stock; except that Van Dyke and
Teitelbaum share with each other their voting and disposition power.
(c) Information concerning transactions in the Shares of Aaon
Common Stock by the Reporting Persons since the last amendment of this
Schedule 13D is set forth below. All of the shares of Aaon Common Stock
listed below were purchased in open market purchases.
<TABLE>
<CAPTION>
Purchasing Transaction Date Number of Price per
Entity Shares Share
--------- ---------------- --------- ---------
<S> <C> <C> <C>
Bay Harbour 3/18/99 4,100 10.01
Bay Harbour 3/19/99 3,700 10.01
Bay Harbour 3/29/99 6,300 11.32
</TABLE>
(d) The 927,390 shares of Aaon Common Stock held by Bay Harbour
reported in this Statement are beneficially owned by Van Dyke, Teitelbaum, Tower
and Bay Harbour 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 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 reported in this Schedule 13D representing more than five
percent of the outstanding Aaon Common Stock.
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CUSIP No. 000360206 13D Page 9 of 10 Pages
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(e) Not applicable
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CUSIP No. 000360206 13D Page 10 of 10 Pages
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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 6, 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
