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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AAON, INC.
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(Name of Registrant as Specified In Its Charter)
Bay Harbour Management, L.C.
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(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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(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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/ / 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.
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[Letterhead of Bay Harbour]
May 12, 1999
TIME IS SHORT! THE AAON ANNUAL MEETING IS MAY 25.
PLEASE VOTE YOUR GOLD PROXY TODAY.
DEAR FELLOW AAON SHAREHOLDER:
With AAON's annual meeting quickly approaching, we are writing again to urge
you to vote your GOLD proxy card in support of Steven A. Van Dyke for election
to AAON's Board. Mr. Van Dyke is the Founder and Managing Principal of Bay
Harbour, the Company's largest outside shareholder. By signing the enclosed GOLD
proxy card, your shares will be voted for Mr. Van Dyke and for Anthony
Pantaleoni, one of the Company's nominees.
In his shareholder letter dated May 6, AAON's President recounts the
Company's 1998 and first quarter 1999 results. We agree they are good results.
Furthermore, we have always believed that management has done an adequate job of
running the Company, at least with respect to operating results.
WE BELIEVE THAT MANAGEMENT HAS FAILED, HOWEVER, WHEN THE ISSUE BECOMES ONE
OF INCREASING AAON'S STOCK PRICE. DESPITE GOOD OPERATING RESULTS, MANAGEMENT HAS
YET TO FIND A WAY TO TRANSLATE THOSE RESULTS INTO INCREASED VALUE FOR THE
BENEFIT OF ALL SHAREHOLDERS. REMEMBER--AAON'S STOCK PRICE IS VIRTUALLY UNCHANGED
IN THE LAST YEAR. FURTHER, IF YOU HAVE HELD AAON STOCK FOR THE LAST FIVE
YEARS--DURING ONE OF THE GREATEST BULL MARKETS EVER--YOU WOULD HAVE LOST MONEY.
WE ARE NOT SEEKING CONTROL OF AAON. WE WANT TO ELECT ONE DIRECTOR THIS YEAR TO
ADVANCE THE INTERESTS OF ALL SHAREHOLDERS
We are seeking your vote for just one Board seat of the two that are open
for election at the May 25 annual meeting. If elected, Mr. Van Dyke would be
just one of seven AAON directors. He seeks a role as a shareholder advocate and
would encourage management to find ways to improve the Company's corporate
governance policies and to increase the value of the Company, for the benefit of
all shareholders.
Mr. Van Dyke believes that an acquisition of the Company may be the best way
to maximize shareholder value. Recently, there has been an increase in merger
and acquisition activity in the HVAC industry. We believe that this improved
acquisition climate may provide an opportunity to sell the Company at a
substantial premium over the current market price.
YOUR BOARD SHOULD BE FOCUSED ON MAXIMIZING VALUE,
NOT ON RESTRICTING SHAREHOLDER RIGHTS.
We also seek your support for a number of corporate governance proposals. We
firmly believe that AAON's poor corporate governance structure and policies have
entrenched management and have been a hindrance in increasing the value of the
Company.
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Specifically, our proposals seek to reverse the current Board's encroachment
on shareholder rights which has occurred over the last few years--and especially
the last few months. You should be aware that your Board--without consulting
you, the real owners of AAON:
- INSTALLED A "POISON PILL" WHICH GIVES THE FINAL AUTHORITY OVER ACCEPTING
AN UNSOLICITED BID TO THE BOARD--NOT THE SHAREHOLDERS.
- CREATED A STAGGERED BOARD STRUCTURE, ELIMINATING YOUR ABILITY TO ELECT A
NEW BOARD MAJORITY AT THE ANNUAL MEETING.
- ELIMINATED YOUR RIGHT TO ACT BY WRITTEN CONSENT, A COMMON RIGHT ENJOYED BY
THE SHAREHOLDERS OF THOUSANDS OF PUBLIC COMPANIES.
WE BELIEVE THE DIRECTORS SHOULD BE FOCUSED ON IMPROVING VALUE FOR
SHAREHOLDERS--AND NOT ON ENTRENCHING THEMSELVES AT THE EXPENSE OF YOUR RIGHTS AS
SHAREHOLDERS.
ELECT A DIRECTOR ALIGNED WITH YOUR INTERESTS.
VOTE YOUR GOLD PROXY TODAY!
Bay Harbour is the owner of about 16% of AAON--the company's largest outside
shareholder. Clearly, our interests as shareholders are aligned with yours. We
urge you to return you GOLD proxy card today.
REMEMBER--EVEN IF YOU HAVE ALREADY VOTED A MANAGEMENT PROXY CARD, YOU HAVE
EVERY LEGAL RIGHT TO CHANGE YOUR VOTE BY SIGNING AND MAILING THE ENCLOSED GOLD
PROXY CARD. IN AN ELECTION CONTEST, ONLY YOUR LATEST--DATED PROXY COUNTS IN THE
FINAL TALLY.
If you have comments about our election contest or questions about voting
your shares, please contact Peter Wainman of Bay Harbour at (212) 753-7538 or
MacKenzie Partners, Inc. toll-free at (800) 322-2885.
We appreciate your consideration of our nominee and our proposals.
Sincerely,
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<S> <C>
/s/ Steven A. Van Dyke /s/ Douglas Teitelbaum
STEVEN A. VAN DYKE DOUGLAS TEITELBAUM
FOUNDER AND MANAGING PRINCIPAL MANAGING PRINCIPAL
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