-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P7rPLvVASFbfwDHij8N0dZTrqKAvjIRES8bkjOO79QuMSa9Vxm7calljKEM+It/d UsDny4ELmXgeGKKGJGbaeg== 0000950134-99-004593.txt : 19990520 0000950134-99-004593.hdr.sgml : 19990520 ACCESSION NUMBER: 0000950134-99-004593 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAON INC CENTRAL INDEX KEY: 0000824142 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 870448736 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-18953 FILM NUMBER: 99630486 BUSINESS ADDRESS: STREET 1: 900 PETROLEUM CLUB BUILDING STREET 2: 601 SOUTH BOULDER CITY: TULSA STATE: OK ZIP: 74119-1300 BUSINESS PHONE: 9185832266 MAIL ADDRESS: STREET 1: 2425 SOUTH YUKON STREET 2: 2425 SOUTH YUKON CITY: TULSA STATE: OK ZIP: 74107 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND HEAD RESOURCES INC DATE OF NAME CHANGE: 19900808 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIAL 1 SCHEDULE 14A 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[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 section 240.14a-11(c) or section 240.14a-12 AAON, INC. ------------------------------------------------------------------------- (Name of Registrant as specified in Its Charter) ------------------------------------------------------------------------- (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)(4) 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: ------------------------------------------------------------------------- 2 FOR IMMEDIATE RELEASE Contact: Norman H Asbjornson, President AAON, Inc. 918-583-2266 918-583-6094 (fax) AAON, INC. LETTER CITES EXCELLENT OPERATING AND STOCK PRICE PERFORMANCE; URGES SUPPORT OF MANAGEMENT NOMINEES Tulsa, Oklahoma. May 19, 1999 The following letter by Norman H. Asbjornson, President of AAON, Inc. (NASDAQ:AAON), is being sent to AAON stockholders: May 19, 1999 Dear Fellow AAON Stockholders: Performance counts. Operating performance. Stock price performance. After completing our best year ever for sales and earnings in 1998, we enjoyed our best quarter ever in the first three months of 1999, followed by our best month ever this past April. No wonder our stock price is up over 55% since the beginning of 1998. During this time, we have outperformed the Standard & Poor's 500 Index, the Dow Jones Industrial Average and the Russell 2000 Index, and have handily outperformed our industry peer group. (As described on page 16 of our proxy statement, the peer group consists of American Standard Companies, Fedders Corp., International Comfort Products Corporation, Mestek, Inc., Nortek, Inc., and York International Corp., all of which are in the business of manufacturing air conditioning and heat exchange equipment.) AAON is now positioned for further strong growth. With your support, I believe we can achieve new records in our performance. I would like to take this opportunity to clear up an important issue that has been raised in this proxy contest. For the record, the Board of Directors is not, and has never been, opposed to a sale of the Company on terms that reflect our rapidly growing business and provide for fair treatment for all stockholders. Our Stockholder Rights Plan was adopted by the Board in February to prevent coercive or unfair takeover attempts - precisely the type of unfair offer, in my opinion, that was made by Bay Harbour in their buyout proposal last November when they spoke favorably of a "cheaper purchase price" to be paid to AAON holders due to low current multiples for small company stocks and the ability of their proposed buyout group to prevent competing bids. I realize you have received numerous mailings as a result of this disruptive proxy contest which was 3 commenced by Bay Harbour. I thank you for your patience in this important matter. Since only your latest dated proxy counts, please make certain that your latest dated card is the Board's white proxy. Please vote the Board's white proxy card today. Do not send in any gold card. For immediate assistance in voting your shares in time for the May 25th annual meeting, please call our proxy solicitor, Beacon Hill Partners, at 800-755-5001. Thank you for your consideration. Sincerely, Norman H. Asbjornson President. -----END PRIVACY-ENHANCED MESSAGE-----