As filed, via EDGAR, with the Securities and Exchange Commission on
October 20, 1998.
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
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
[_] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
MERCURY SHAREHOLDER ASSOCIATES LLC, BARINGTON CAPITAL GROUP, L.P.,
BANNER AEROSPACE, INC., and DONALD MILLER
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction: (5) Total fee
paid:
[_] 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.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
John Cornwell
D.F. King & Co., Inc.
(212) 269-5550
MERCURY SHAREHOLDER ASSOCIATES LLC
FILES DEFINITIVE PROXY MATERIALS
FOR ELECTION OF DIRECTORS OF
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
NEW YORK, NEW YORK, October 19, 1998 -- Mercury Shareholder Associates
LLC announced that it filed definitive proxy materials today with the Securities
and Exchange Commission for its solicitation of proxies to elect its nominees as
directors s of Interactive Flight Technologies, Inc. (NASDAQ/NMS: FLYT), and to
oppose management's proposal to create a staggered Board, at the Company's
upcoming annual meeting scheduled for October 30, 1998. Mercury's Board nominees
include Michael McManus, Joseph Wright, Richard Daniel, Donald Miller and
Seymour Holtzman. Mercury expects to mail definitive proxy materials to the
Company's shareholders promptly.
Mercury is affiliated with Barington Capital Group, L.P., a full
service investment banking firm focused on providing capital and advisory
services to small and emerging growth companies.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following is a list of the names and stockholdings, if any, of
persons who may be deemed to be "participants" in Mercury's solicitation with
respect to the Company's annual meeting: Barington (298,626 shares of Class A
Common Stock); Banner Aerospace, Inc., an 82% subsidiary of The Fairchild
Corporation (4,000 shares of Class A Common Stock, 112,500 Class C Warrants, and
112,500 Class D Warrants); and Messrs. McManus (5,000 shares of Class A Common
Stock), Wright, Daniel, Miller (20,500 shares of Class A
<PAGE>
Common Stock), and Holtzman. In addition, James Mitarotonda, Chairman and Chief
Executive Officer of Barington owns 46,000 shares of Class A Common Stock, and
Marc Cooper, Vice Chairman of Barington, owns 16,000 shares of Class A Common
Stock. Barington, in the course of its broker-dealer business, maintains
accounts on behalf of its customers, certain of which hold additional shares of
Class A Common Stock. Barington does not have or share the right to vote or
dispose of such shares. If Mercury's proxy solicitation is successful, Barington
may in the future provide investment banking services to the Company.
On March 6, 1998, Barington filed a derivative action in the Supreme
Court of the State of New York against the former directors and officers of the
Company alleging various breaches of fiduciary duty. Barington filed a similar
action on September 9, 1998 in the Superior Court of the State of Arizona. The
Arizona action added as a defendant Ocean Castle Partners, LLC, an entity
controlled by Irwin Gross, the Company's Chief Executive Officer and Chairman of
its Board of Directors. Among other things, the complaint in the Arizona action
seeks a declaration that the shares of Class B Common Stock whose vote is
controlled by Ocean Partners have been converted into Class A Common Stock. Each
share of Class A Common Stock has one vote per share and each share of Class B
Common Stock has six votes per share. On September 25, 1998, the court in the
Arizona action issued a preliminary injunction, the effect of which is to
provide that the Class B Common Stock whose vote is controlled by Ocean Partners
is converted into Class A Common Stock, having one vote per share. Ocean
Partners has appealed the issuance of the preliminary injunction and a hearing
on the appeal has been scheduled for October 27, 1998. In connection with the
appeal, the Company accepted the Court's suggestion to adjourn the annual
meeting to October 30, 1998. On October 19, 1998, Mercury and Barington
commenced an action in the Supreme Court of the State of New York to stay
uninstructed voting of shares held of
<PAGE>
record in broker or street name for electon of directors at the annual meeting.
Mercury and Barington commenced this action to prevent such votes from being
cast before Mercury distributed its proxy materials. Under relevant stock
exchange rules, brokers are not permitted to vote without instruction in
contested election contests.
