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.
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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:
(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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
<PAGE>
MERCURY SHAREHOLDER ASSOCIATES LLC
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October 20, 1998
VOTE FOR EXPERIENCED DIRECTORS
COMMITTED TO CREATING STOCKHOLDER VALUE
DEAR STOCKHOLDER OF INTERACTIVE FLIGHT TECHNOLOGIES:
Mercury Shareholder Associates LLC is seeking your vote on the enclosed
BLUE proxy card to elect its five nominees to the Board of Interactive Flight
Technologies, Inc., and to oppose management's proposal for a staggered Board,
at the upcoming Annual Meeting scheduled for Friday, October 30, 1998.
Our nominees are experienced business leaders, who are committed to
ending the losses from the Company's existing business and redirecting the
Company's assets to investments in operations that will create stockholder
value.
WHO IS MERCURY SHAREHOLDER ASSOCIATES?
Mercury Shareholder Associates is a Delaware limited liability company
formed for the purpose of this proxy contest. Mercury is affiliated with
Barington Capital Group, L.P., a full service investment banking firm focused on
providing capital and investment advisory services to small and emerging growth
companies.
THE ONLY WAY TO CREATE VALUE FOR STOCKHOLDERS IS TO
REDIRECT THE COMPANY'S BUSINESS.
Interactive Flight Technologies has lost tens of millions of dollars in
an attempt to develop and market an inflight entertainment system that has no
prospects for profitability in the current market.
Over a year ago, Barington advised the Company to exit this business
and devote its resources to the acquisition of one or more businesses that will
create value for stockholders. The Company has just recently heeded Barington's
advice and announced that it was terminating almost all of its sales and
marketing efforts.
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor, New York, New York 10019
<PAGE>
THE COMPANY HAS RESOURCES THAT MUST BE
PUT TO WORK FOR STOCKHOLDERS.
According to the Company's published reports, the Company has
approximately $40 million in cash and short term investments. The Company also
has significant net operating loss carryforwards, although the utilization of
these losses may be limited by the tax laws.
The Company cannot allow its cash to be further dissipated. The Company
must invest in one or more operating businesses with strong profit potential,
where both its cash and the operating loss carryforwards can be put to work to
create stockholder value.
MERCURY'S PLAN TO CREATE STOCKHOLDER VALUE.
Mercury has assembled a slate of independent, seasoned business
leaders, all of whom are or have been senior executives of substantial public
companies. The Mercury nominees have the experience and the track record to
justify your vote and confidence. The only interest of the Mercury nominees will
be to create stockholder value by:
o exiting the Company's existing business as promptly as
practicable in a manner that minimizes or eliminates existing
liabilities;
o identifying appropriate business acquisitions for the Company;
o implementing one or more such acquisitions; and
o appointing the best available management personnel to run the
Company's operations.
The Mercury nominees are supported by Barington, which has been
consistently focused on the interests of the Company's stockholders.
o Barington advised the Company over a year ago to exit its
existing business, a policy that the Company has just recently
embraced.
o Barington advised the Company to increase the proposed reverse
stock split ratio from one-for-two to one-for-three, a change the
Company has adopted.
o Barington has urged the Company to increase its stock buyback
program in light of the depressed level of the Company's stock.
MANAGEMENT'S "PLAN."
When the current board took office in September, it announced it would
"promptly evaluate the Company's existing business and prepare a plan to seek to
maximize shareholder value." What has the Board come up with?
<PAGE>
o Management has not produced any actual plan to maximize
stockholder value.
o After being in office for scarcely a month, management is already
seeking stockholder approval to stagger the Company's Board.
Whose interest do you believe that the current Board is trying to protect --
yours or theirs?
<PAGE>
TIME IS SHORT. VOTE YOUR BLUE PROXY CARD TODAY.
The October 30 Annual Meeting is just 10 days away. We ask you to mark,
sign, date and mail the enclosed BLUE card in the postage-paid envelope
provided. Please do so today.
To ensure your support for the Mercury nominees and your opposition to
a staggered board, you should not return any of management's cards. Simply
ignore management's cards.
If you have already voted for management's nominees, you have every
legal right to change your mind and vote to support the Mercury nominees on the
BLUE proxy cards. Doing so will revoke your management proxy cards. Only your
latest-dated proxy card will count in this election contest.
CAST YOUR VOTE FOR QUALIFIED AND EXPERIENCED NOMINEES.
By voting for the Mercury nominees you will be electing highly
qualified directors with the management and acquisition experience that the
Company needs to create stockholder value. We look forward to your support.
MERCURY SHAREHOLDER ASSOCIATES LLC
If you have any questions or need assistance in
voting your shares, please contact:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
(212) 269-5550 (call collect)
or
Call Toll-Free (800) 848-2998
