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SCHEDULE 14A
(RULE 14a)
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:
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[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
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EASCO, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NOT APPLICABLE)
(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(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: ...........................................................
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SUPPLEMENT TO PROXY STATEMENT DATED MARCH 31, 1998
EASCO, INC.
Easco, Inc. (the "Company") circulated a notice of its May 8, 1998 annual
meeting of stockholders (the "Annual Meeting") and a proxy statement (the "Proxy
Statement") and form of proxy for that meeting on March 31, 1998. The Proxy
Statement relates to the election of three directors for a term of three years,
ratification of auditors (Deloitte & Touche) and the transaction of such other
business as may properly come before the meeting.
One of the three nominees for director, Mr. Robert Cizik, will not stand
for re-election to the Company's board of directors in order to pursue other
professional opportunities with another company that, like the Company, is an
affiliate of American Industrial Partners Capital Fund, L.P. ("AIP-LP"), the
Company's largest stockholder. The Company expects Mr. Cizik to remain available
to the Company as a consultant on terms to be agreed upon. As indicated in the
Proxy Statement, the proxyholders will vote proxies in their best judgment if a
nominee named in the Proxy Statement is unavailable to stand for election at the
Annual Meeting, unless a stockholder has directed otherwise. As a result, any
proxy circulated with the Proxy Statement and submitted with a vote for Mr.
Cizik will be voted in the proxyholders' best judgment.
The Company's board of directors has nominated Mr. Kim A. Marvin for
election at the Annual Meeting to fill Mr. Cizik's board position. Mr. Marvin,
35, joined the San Francisco office of American Industrial Partners in 1997 from
the Mergers & Acquisitions Department of Goldman, Sachs & Co., where he was
employed since 1994 after completing his M.B.A. at Harvard Business School. Mr.
Marvin is also a Director of Bucyrus International, Inc.
Biographical information with respect to the nominees for the other two
board positions, Mr. Samuel Smith and Mr. Gene E. Little, is set forth in the
Proxy Statement and reproduced on the reverse hereof. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR EACH NOMINEE FOR DIRECTOR NAMED ABOVE. Biographical
information with respect to the directors remaining in office after the Annual
Meeting is set forth in the Proxy Statement.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU INTEND TO ATTEND
THE MEETING. RETURNING THE ENCLOSED PROXY WILL SUPERSEDE ANY PREVIOUSLY
SUBMITTED PROXY.
By order of the Board of Directors,
TERRY D. SMITH
Executive Vice President and Chief Financial
Officer, Secretary and Treasurer
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ADDITIONAL NOMINEES
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AGE AS OF
NAME 3/23/98 BUSINESS EXPERIENCE AND OTHER INFORMATION
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Samuel H. Smith, Jr. 67 Mr. Smith is Chairman of the Board and Chief Executive
Officer of Classic Plastic Machinery Company and Classic
Plastic Sales Company, positions he has held since 1990
and 1994, respectively. Prior to that he was Vice
President for Planning and Acquisitions for the Van Dorn
Company, a packaging and plastics machinery company, from
1988 until 1990. Mr. Smith has been a member and director
of AIPM's executive officer association since 1990. He has
been a director of the Company since 1993.
Gene E. Little 54 Mr. Little was named Senior Vice President -- Finance of
The Timken Company ("Timken"), a manufacturer of highly
engineered bearings and alloy steel, in 1998. He was Vice
President -- Finance of Timken from 1992 to 1997 and he
has been Treasurer since 1990. Mr. Little is a trustee of
Aultman Hospital and the Northeastern Ohio Universities
College of Medicine Education Foundation. He has been a
director of the Company since 1995.
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EASCO, INC. EASCO, INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF 706 SOUTH STATE STREET
R EASCO, INC. FOR THE ANNUAL MEETING GIRARD, OHIO 44420
O OF STOCKHOLDERS ON MAY 8, 1998 (330) 545-4311
X
Y
The undersigned hereby appoints Norman E. Wells, Jr. and
Gene E. Little and each of them, proxies, with the powers the
undersigned would possess if personally present, and with
full power of substitution, to vote all shares of common
stock of Easco, Inc. that the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at the
Hilton Garden Inn, 610 Tollview Dr., South Holland, IL at
10:00 am, local time, on May 8, 1998, and at any adjournment
thereof, upon all subjects that may properly come before the
meeting, including the matters described in the proxy
statement furnished herewith, subject to any direction
indicated on the other side of this card.
Dated: ______________________ , 1998
Signed: ____________________________
____________________________________
PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES. SEE REVERSE SIDE. YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXYHOLDERS NAMED ABOVE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND MAIL IT IN THE
ENVELOPE PROVIDED.
(Over)
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DETACH CARD
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/ X / PLEASE MARK
EACH VOTE
LIKE THIS
THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2.
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: SAMUEL H. SMITH, JR. / / / / 2. Ratification of / / / / / /
KIM A. MARVIN independent auditors.
GENE E. LITTLE
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE:
__________________________________________________________
COMMENTS/ADDRESS CHANGE
Please mark this box if you have
written comments/address change
on the reverse side. / /
Signature(s) _________________________________________________________________________________ Date ____________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. The signer hereby revokes all proxies heretofore
given by the signer to vote at said meeting or any adjournments thereof.
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DETACH CARD
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