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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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(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)
Not Applicable
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(4) Proposed maximum aggregate value of transaction:
Not Applicable
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(5) Total fee paid:
Not Applicable
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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.
(1) Amount Previously Paid:
Not Applicable
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(2) Form, Schedule or Registration Statement No.:
Not Applicable
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(3) Filing Party:
Not Applicable
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(4) Date Filed:
Not Applicable
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PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
[Name and Address]
SIMPSON SHAREHOLDERS: DO SOMETHING TO RESTORE YOUR INVESTMENT!
Institutional Shareholder Services ("ISS"), the leading, independent proxy
advisor to institutional investors, has recommended that Simpson Shareholders
support MMI's complete platform: both our nominees to Simpson's Board and our
Shareholder Value Proposal. Simpson's annual meeting is Tuesday and this is your
last chance to change Simpson's future direction for the better.
* Your vote FOR MMI can ensure that Simpson's Board gains a fresh,
independent voice that is solely aligned with shareholders. As ISS put it,
"ALL THREE NOMINEES HAVE PUBLIC COMPANY BOARD EXPERIENCE AND MANUFACTURING
COMPANY EXPERIENCE, WITH SOME EXPOSURE TO THE AUTO INDUSTRY. THEIR SINGLE
BIGGEST QUALIFYING FACTOR, HOWEVER, IS THEIR SIGNIFICANT LEVEL OF STOCK
OWNERSHIP (AND CONSEQUENT ALIGNMENT WITH OTHER OUTSIDE SHAREHOLDERS). IF
THE MMI NOMINEES ARE ELECTED, THE OWNERSHIP OF COMPANY STOCK BY THE BOARD
AND EXECUTIVE OFFICERS WOULD EFFECTIVELY DOUBLE." (emphasis added)
* With regard to the Shareholder Value Proposal, ISS stated: "THERE MAY BE
LITTLE EXPECTED UPSIDE FROM THE PROSPECT OF THE COMPANY PURSUING ITS
STRATEGIC PLAN INDEPENDENTLY...THERE IS MORE POTENTIAL PRICE APPRECIATION
DUE TO A STRATEGIC TRANSACTION." (emphasis added)
DON'T WRITE-OFF SIMPSON AS JUST ANOTHER POOR INVESTMENT. MAKE SOMETHING
HAPPEN BY VOTING FOR THE MMI NOMINEES- YOUR VOTE COULD BE THE DIFFERENCE.
Please vote by toll-free telephone to ensure your vote is received in time to
be counted. Simple instructions follow. Questions or assistance: call MMI at
(212) 586-4333 or D.F. King (888) 242-8149. Thank you. MMI Investments.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
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ID No. 5052, MMI-Simpson Industries, Inc. - Opposition.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your Control
number as shown below:
Name: < NA.1 >
Broker: < Broker >
Control Number: < ControlNum >
Number of shares: < NumShares >
Simpson Industries, Inc.
Annual Meeting of Shareholders - April 18, 2000
This Proxy is solicited in opposition to the Board of Directors of
Simpson Industries, Inc. by MMI Investments II-A, L.P. ("MMI")
The undersigned shareholder of Simpson Industries, Inc. (the "Company")
hereby appoints John S. Dyson and Clay B. Lifflander, or either one of them,
each with full power of substitution, to act as proxies for the undersigned, and
to vote all shares of Common Stock, par value $1.00 per share, which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on April 18, 2000 and at any
and all postponements and adjournments thereof, as indicated on this proxy.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted (1) FOR the election of each of the MMI
Nominees and four of the Company's nominees and (2) FOR the Shareholder Value
Proposal. If any other business is presented at the Annual Meeting, this proxy
will be voted by those named in this proxy in their best judgment. At the
present time, MMI knows of no other business to be presented at the Annual
Meeting. This proxy revokes all prior proxies given by the undersigned with
respect to matters covered by this proxy and the voting of shares of Common
Stock of the Company at the Annual Meeting.
MMI recommends a vote "FOR" the MMI Nominees listed and "FOR" the Shareholder
Value Proposal
1. Election of Directors - Nominees of MMI: John S. Dyson, Clay B. Lifflander
and Alan L. Rivera
( ) FOR ( ) WITHHOLD
Instruction: To withhold authority to vote for the election any individual
Nominee(s), give that nominee(s) name to the operator.
MMI intends to use this Proxy to vote for the persons nominated by the
Company to serve as Directors, other than the Company
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nominees listed below. To withhold authority to vote for one or more
additional Company nominees, give that nominee(s) name to the operator. Refer
to the proxy statement and proxy distributed by the Company for the names and
other information concerning such nominees.
MMI is NOT seeking authority to vote for and will not exercise any such
authority for George R. Kempton, George A. Thomas and F. Lee Weaver. There is
no assurance that any of the Company's nominees will serve as Directors if
the MMI Nominees are elected to the Board.
2. To approve the Shareholder Value Proposal submitted by MMI Investments II-A,
L.P.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. In the discretion of the Proxies appointed hereunder, on such other business
as may properly come before the meeting.
IMPORTANT: Please give your name to the operator exactly as your name or names
appear hereon. If signing as an attorney, executor, administrator, trustee,
guardian, or in some other representative capacity, or as an officer of a
corporation, please indicate your capacity or full title. If stock is held
jointly, each joint owner should sign.
