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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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(4) Proposed maximum aggregate value of transaction:
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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
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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[SIMPSON INDUSTRIES, INC. LETTERHEAD]
AN IMPORTANT MESSAGE TO SIMPSON SHAREHOLDERS
FROM THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS:
March 31, 2000
Dear Fellow Simpson Shareholder:
The undersigned, all of whom are independent directors of Simpson Industries,
Inc., are writing to you in connection with the hostile effort of John Dyson and
his personal investment vehicle, MMI, to force a quick sale of your company. We
speak as independent directors -- none of the undersigned relies on Simpson for
their employment or livelihood. Our interests and commitments are simple: to
serve the best interests of ALL the shareholders.
We speak from a background of long personal experience and observation in the
automotive and heavy duty supplier industries. We are well aware of the
significant changes which have recently occurred in these industries, and are
deeply concerned at the prospect of Mr. Dyson and his employees using this
unsettled landscape to elect themselves as directors for the sole purpose of
advocating their simplistic plan to auction off the Company.
FOR THE REASONS STATED BELOW, WE URGE YOU TO REJECT MR. DYSON, HIS CANDIDATES
AND HIS CAMPAIGN BY SIGNING, DATING AND RETURNING YOUR WHITE PROXY CARD.
SIMPSON HAS JUST COMPLETED A RECORD YEAR IN ANNUAL REVENUE AND NET EARNINGS AND
A DRAMATIC IMPROVEMENT IN OPERATING MARGINS. As a highly-regarded preferred
source for modular engineered products on a world-wide basis, Simpson has also
received record amounts of new business orders for 2000 and beyond from major
North American, Japanese and European customers. Recent new engineered product
innovations from Simpson's European operations will produce significant revenue
growth over the near term.
THE SIMPSON BUSINESS PLAN ALSO INCLUDES AN EXTERNAL GROWTH INITIATIVE THROUGH
CAREFULLY CONSIDERED STRATEGIC ACQUISITIONS AND ALLIANCES. During the last three
years, the Company has established an international footprint with plant
facilities, technical centers and joint ventures/alliances in North America,
Europe, Asia and South America. The Company has identified and held preliminary
discussions with a number of acquisition candidates which, if completed,
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would compliment the Simpson growth strategy and be immediately accretive to
earnings.
IN LIGHT OF THE CONSOLIDATION AND OTHER CHANGES TAKING PLACE IN THE INDUSTRY,
THE SIMPSON BOARD OF DIRECTORS HAS GIVEN SERIOUS CONSIDERATION, WITH THE
ASSISTANCE OF NATIONALLY-RECOGNIZED INVESTMENT BANKING FIRMS, TO A POSSIBLE
SALE OR MERGER OF THE COMPANY. While this consideration will continue, the Board
believes that the extreme undervaluation of automotive suppliers in the current
market would make the immediate sale of Simpson through public auction as
proposed by Mr. Dyson highly imprudent and ill-advised. It would certainly not
produce the values for all shareholders that we believe should be obtained in a
sale of the Company. Additionally, the high risk public auction process would
negatively impact Simpson's relationship with customers and create undue concern
and uncertainty with employees who are key and valuable assets of the Company.
Mr. Dyson and his two associates have no experience in this industry. MMI's
business is buying and selling securities for a quick profit. Their shares were
purchased on margin with borrowed money - money that they are currently paying
interest on. The longer they hold their shares the more expensive their
investment becomes. A quick sale of the Company is thus in their personal and
direct self-interest, regardless of the best interests of the rest of Simpson's
shareholders. We seriously question whether Mr. Dyson and his nominees, given
these facts, are in any position to serve as directors and take part in Board
decisions that impact the long-term interests of the Company and its
shareholders. Their vote on every question to come before the Board would of
necessity be made against the background of their personal investment situation
and the unique and, we believe, inappropriate pressures it must exert. We want
to assure you that the Board of Directors will continue to explore every
reasonable opportunity to enhance the value of your investment.. We urge you not
to support Mr. Dyson's self-interested proposal and board nominees. Sign, date
and return the WHITE proxy card.
Vote to protect your interests.
Vote your WHITE proxy card today:
FOR the election of the Board's nominees (Item1) and
AGAINST the MMI shareholder proposal (Item2).
Very truly yours,
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THE INDEPENDENT DIRECTORS OF SIMPSON INDUSTRIES, INC.
/s/ Michael E. Batten /s/ Walter J. Kirchberger
Michael E. Batten Walter J. Kirchberger
Chairman and Chief Executive Officer Vice President-Research
of Twin Disc, Inc PaineWebber Incorporated
/s/ Susan F. Haka /s/ Ronald L. Roudebush
Susan F. Haka Ronald L. Roudebush
Ernst & Young Professor and Chair, Former President and Chief Executive
Department of Accounting Officer
Michigan State University Worldwide Automotive Business
of Rockwell International
/s/ George R. Kempton /s/ F. Lee Weaver
George R. Kempton F. Lee Weaver
Former Chairman and Chief Managing Partner
Executive Officer of Weaver, Bennett & Bland, P.A.
Kysor Industrial Corporation
IMPORTANT NOTE:
If you have any questions, or need assistance in the voting of your
shares, please contact our proxy solicitor,
INNISFREE M & A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
