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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 [X]
Filed by a party other than the registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12.
Simpson Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
Simpson Industries, Inc.
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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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(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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(5) Total fee paid:
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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
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was paid previously. Identify the previous filing by registration
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The following is a script used by Roy Parrott in a speech that was videotaped
and will be shown to employees of Simpson Industries, Inc.
(Fade from title shot: "Roy Parrott
CEO and Chairman
Simpson Industries, Inc.")
Ladies and gentlemen, welcome.
To all of you who I have not met, I am Roy Parrott, Chairman and CEO of Simpson
Industries.
I would like to thank you for taking the time to watch this video.
As you know, 1999 was the best year in our company's history.
With your help, we were able to achieve record revenue, earnings and operating
margins and have met and exceeded every fiscal goal established by the company
and its business plan for the year.
We look forward to continuing strong results.
Thanks to your combined efforts, we were awarded a record 107 million dollars
worth of new order awards that will assure our continued growth and demonstrates
the confidence our customers have in Simpson as a leading designer and
high-quality, low-cost manufacturer of vehicle sub-systems worldwide.
We believe that continuing our 67-year history of growth in both sales and
earnings, and doing everything we can to boost profitability is indeed the way
to improve the company's performance and its valuation by the marketplace.
Despite our successes, Simpson stock remains undervalued...and as a result a
corporation called Millbrook Capital Management...(MMI for short) a private
investment corporation of John Dyson, a New York millionaire, has purchased
Simpson shares and is attempting to turn a quick profit for himself by proposing
that the Company put itself up for sale. We have no intention of letting this
happen.
Additionally, MMI has proposed to elect three of its own handpicked nominees to
your board of directors. They have no experience or knowledge of the automotive
industry and are certainly not qualified or equipped to be directors of Simpson.
We are sure that you share our dissatisfaction with the current stock price.
However, we disagree with Millbrook's position that the remedy is a "fire sale"
auction. The way to build value is to do just that...build it...not create it
magically out of thin air as Millbrook would suggest.
Compared to our automotive industry peers, Simpson's shares have performed very
well in a difficult market. Simpson shares have, in fact, out-performed 95% of
our peer group in the automotive parts industry...such companies as Federal
Mogul, Borg Warner, Magna, Arvin and Hayes Lemmerz.
Over the past 67 years, Simpson has grown and evolved through the hard work and
dedication of all of our employees.
While the last ten years have witnessed significant change and challenge in this
global business, Simpson has remained strong and continues to grow and reinforce
its reputation as a top quality manufacturer of engineered components and
modules.
Rest assured that these opportunistic proposals presented by Millbrook are being
aggressively opposed.
Over the past weeks we have personally visited or spoken with institutional
investors who hold a significant percentage of Simpson shares. These would be
Managers of Mutual Funds and pension funds that have invested in Simpson
Industries. These conversations are continuing, and although the results will
not be known until the Annual Meeting, we believe that we have convincingly
communicated to them the value of supporting the Company and its current
strategy. In short, the results on the institutional side thus far have been
encouraging and our efforts continue.
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We have also retained the services of a firm that specializes in communicating
with shareholders in contested situations like this. It is called Innisfree M&A.
They are assisting us in writing to and telephoning our individual shareholders
to explain the situation and encourage them to support us and vote their shares
on the WHITE Simpson proxy. If you hold shares in your own name - that is,
outside of an employee plan - you may hear from them. Please be nice to them.
MMI has also retained a similar firm that may call you up. You don't have to be
nice to them.
There are a few wrinkles in the proxy voting process that you need to be aware
of to make the most of your vote in this important election.
1. You will receive at least two mailings with respect to each share account you
have -- One from MMI with a BLUE proxy card, and one from us with a WHITE proxy
card enclosed.
(SHOW SLIDE OF BLUE CARD, THEN SLIDE OF WHITE CARD, THEN RETURN TO MR. PARROTT.)
DO NOT RETURN ANY BLUE CARD YOU RECEIVE.
2. It is only the latest dated card that will count at the meeting, so even if
you voted for management on the white card, that vote can be cancelled by a
later dated MMI vote -- even if you marked a vote against their nominees and
their proposal on the BLUE card. So we ask you to return ONLY the WHITE proxy.
(SHOW SLIDE OF WHITE CARD, THEN RETURN TO MR. PARROTT)
Just remember that THE WHITE ONE'S THE RIGHT ONE.
3. If you have shares in more than one account...for instance if you have shares
that you bought outside the employee benefit plan that you hold in your own name
or in a brokerage account or IRA... you will receive separate mailings for EACH
account. You need to return the WHITE proxy for EVERY ACCOUNT for all of your
shares to be voted to support the Company.
We ask that you return every WHITE proxy you receive...and just to be sure,
throw out every blue card they send you.
4. There are two questions on the card- the election of directors and a
shareholder proposal that MMI intends to bring up at the Meeting.
If you just sign your WHITE proxy and return it, it will be voted to support the
Company.
If you mark choices on the card...BE SURE TO VOTE AGAINST PROPOSAL TWO - THE MMI
SHAREHOLDER PROPOSAL.
This is how a properly marked card looks.
(SHOW SLIDE OF COMPLETED WHITE CARD, THEN RETURN TO MR. PARROTT)
If you have any questions at all about the voting procedures, please contact
your local human resource department.
One final note -- it is important that you keep in mind that the MMI proposal is
NOT binding on the Board - that is, it is only a request made by shareholders,
not an order. Thus, even if it is passed, it will be up to the Board and its
advisors to decide what, if any, action to take.
Similarly, even if the MMI nominees are elected to the Board, they would be only
THREE of TEN and would by no means control the Board's actions.
If there is anything I want you to take away from this video...it is the fact
that the Board of Directors of Simpson Industries is responsible not only to its
shareholders, but to you, its employees and to the Company's customers. It is
not about to embark on any course of action that would harm any of these groups.
If the Board were to decide that a merger or sale was the appropriate direction
for the Company...it would do so in its own time... in a responsibly and
carefully negotiated transaction that protected the interests of all. It
CERTAINLY would not do so at the prodding of a short term profiteer like John
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Dyson. We have all worked too hard and diligently to let this New York
speculator disrupt what we have fought so hard to build.
Although you may have ignored the proxy materials sent you in past years, I
strongly urge you to sign, date and return your WHITE proxy cards with a vote
FOR Proposal #1...the election of management directors...and a vote AGAINST
Proposal #2...seeking the sale of the company.
(SHOW SLIDES OF COMPLETED WHITE CARDS, THEN RETURN TO MR. PARROTT.)
Your votes are important. Take the time to complete your WHITE proxy and return
them before the annual meeting on April 18th.
We need to send a loud and clear message to this New York opportunist by voting
for your company, for your future and for the continued growth and success of
this business. I hope you will all take this election seriously and get behind
this effort. Vote to support the ongoing success of our company.
Remember...THE WHITE ONE'S THE RIGHT ONE. Your votes are important so please
sign and return EVERY white card you receive.
Do not let a few New York investors steal this election because you didn't
bother to vote.
Thanks for your attention and continuing hard work and support.
Joining together, I am confident that we can defeat this Millbrook proposal and
get on with the continued growth and success of Simpson Industries.
