As filed, via EDGAR, with the Securities and Exchange Commission on October 20,
1998.
File No.:________
ICA No.: _________
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Its Charter)
MERCURY SHAREHOLDER ASSOCIATES LLC, BARINGTON CAPITAL GROUP, L.P.,
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and BANNER AEROSPACE, INC.
--------------------------
(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.
<PAGE>
(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) 493-6952
BARINGTON CAPITAL GROUP. L.P. SETTLES
INTERACTIVE FLIGHT TECHNOLOGIES, INC. DERIVATIVE SUITS;
MERCURY SHAREHOLDER ASSOCIATES LLC
WITHDRAWS PROXY SOLICITATION
NEW YORK, NEW YORK, October 22, 1998 -- Barington Capital Group, L.P. announced
today that it has settled the derivative stockholders lawsuits it instituted
against the officers and directors of Interactive Flight Technologies, Inc.
(NASDAQ/NMS: FLYT) and Ocean Castle Partners, LLC. As part of the settlement,
Mercury Shareholder Associates LLC, a company affiliated with Barington, has
agreed to withdraw its proxy solicitation which opposed the Company's slate of
directors.
The settlement was reached after the Company accepted Barington's proposal to
increase the Company's stock buyback program and agreed to retain Barington as
its investment banker in connection with its financial plan to enhance
stockholder value.
As part of the settlement, Barington has agreed to support the Company's
nominees for the Board of Directors and the Company has engaged Barington to
conduct the repurchase of up to 2,000,000 shares of Class A Common Stock for the
Company's account. Barington has entered into an agreement to be the Company's
exclusive provider of certain investment banking services for an initial period
of 12 months. For these services, the Company has paid Barington a retainer of
$250,000, with a fee of $30,000 per month payable upon the signing of the
settlement agreement and additional fees payable based on consummated actions.
In addition, the Company has agreed to pay $150,000 to Mercury and Barington in
partial reimbursement for their solicitation and litigation expenses and Ocean
Castle or its designee (which may be the Company) will purchase for $1.50 per
share 298,000 shares of Class A Common Stock from affiliates of Mercury (which
may include customer accounts maintained by Barington but which will not include
Barington or any of its officers).
Barington is a full service investment banking firm focused on providing capital
and advisory services to small and emerging growth companies.
