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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
| | Definitive proxy statement permitted by Rule 14a-6(e)(2))
|X| Definitive additional materials
| | Soliciting material under Rule 14a-12
SIMPSON INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
MMI INVESTMENTS II-A, L.P.; MCM MANAGEMENT, LLC;
MILLBROOK CAPITAL MANAGEMENT, INC.; JOHN S. DYSON;
CLAY B. LIFFLANDER; ALAN L. RIVERA; ROBERT B. KAY AND JEROME LANDE
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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:
Not Applicable
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(2) Aggregate number of securities to which transaction applies:
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Not Applicable
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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
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| | 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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[LOGO]
IMPORTANT: YOUR LAST CHANCE TO ACT
IT IS TIME FOR CHANGE AT SIMPSON...HERE'S WHy:
- - Simpson's operating performance and shareholder returns are terrible.
- - Simpson's prospects and strategic plan offer no hope for improvement.
- - Chairman Parrott and his Board are entrenched and unable to defend their
track record.
- - Most importantly, Chairman Parrott has failed to give MMI, or any other
shareholders, any accountable and demonstrable proof that he and his
board are capable of changing these trends!
SHAREHOLDERS ARE JUSTIFIABLY FRUSTRATED!
- - MMI'S PROACTIVE AGENDA IS THE RIGHT ANSWER AND MMI'S DIRECTORS ARE MORE
QUALIFIED THAN THE INCUMBENTS WE OPPOSE.
- - ISS CONDUCTED EXTENSIVE RESEARCH, HELD HEARINGS WITH BOTH SIDES AND
RECOMMENDED IN FAVOR OF MMI'S COMPLETE PLATFORM: DIRECTORS AND
SHAREHOLDER VALUE PROPOSAL!
WHAT MAY HAPPEN:
- - MMI believes that management prefers to work secretly to pursue a
sweetheart, management-led buy-out, ignoring strategic acquirers who are
likely to pay a higher premium!
- - Simpson management may employ corporate governance tricks. For example,
the board could attempt to isolate MMI's board members from the
governance of Simpson.
- - MMI WILL SEEK A COMPETITIVE REVIEW OF ALL ALTERNATIVES TO INCREASE
SHAREHOLDER VALUE - DIRECTORS ARE ENTITLED TO FULL DISCLOSURE OF THE
COMPANY'S ACTIVITIES, DESPITE CHAIRMAN PARROTT'S INTENTIONS.
IF YOU ARE UNDECIDED STILL, PLEASE SUPPORT MMI'S EFFORTS TO
PROVIDE OVERSIGHT AND ACCOUNTABILITY AT SIMPSON. We need every vote to convince
the other directors not to support Chairman Parrott's entrenched attempts to
preserve management's interests and perks at the expense of shareholders.
THE 2000 ANNUAL MEETING IS IN 24 HOURS - THIS WILL BE OUR LAST
CHANCE FOR A YEAR TO IMPACT THE GOVERNANCE OF YOUR COMPANY. Shareholder returns
will not improve unless we do something about it.
We would welcome the opportunity to talk to any shareholder to
elaborate on our platform or address any questions. Please contact us at (212)
586-4333. Thank you for your support.
/s/ John S. Dyson /s/ Clay B. Lifflander /s/ Alan L. Rivera
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John S. Dyson Clay B. Lifflander Alan L. Rivera
THERE ARE STILL TWO WAYS FOR YOU TO VOTE YOUR SHARES FOR THE MMI NOMINEES AND
SHAREHOLDER VALUE PROPOSAL:
1. FOLLOW THE PERSONALIZED PROXYGRAM INSTRUCTIONS YOU MAY HAVE RECEIVED
THIS PAST THURSDAY IN ORDER TO VOTE BY PHONE.
2. FILL OUT A BLUE PROXY CARD VOTING FOR THE MMI NOMINEES AND THE
SHAREHOLDER VALUE PROPOSAL AND FAX IT TO D.F. KING & CO. INC., AT (212)
809-8839 AND YOUR CUSTODIAN BANK OR BROKER.
IF YOU HAVE ANY QUESTIONS OR NEED A BLUE PROXY CARD OR FURTHER INSTRUCTIONS,
PLEASE CONTACT JEROME LANDE OF MMI AT (212) 586-4333 OR TOM LONG OF D.F. KING AT
(212) 493-6920.
