EX-99.2 3 ex992to13d09241002_02212013.htm SPECIAL MEETING REQUEST ex992to13d09241002_02212013.htm
Exhibit 99.2
 
 
 
Quinpario Partners LLC
 
12935 North Forty Drive
Suite 201
St. Louis, Missouri 63141
(314) 548-6200
www.quinpario.com
 
 
 
March 4, 2013


BY FACSIMILE AND OVERNIGHT COURIER
 
Zoltek Companies, Inc.
3101 McKelvey Road
St. Louis, Missouri
Attn: Corporate Secretary

 
Dear Sir or Madam:
 
Quinpario Partners LLC, Jeffry N. Quinn, FrontFour Master Fund, Ltd., FrontFour Opportunity Fund Ltd., FrontFour Capital Group LLC, FrontFour Capital Corp., Stephen Loukas, David A. Lorber, Zachary George, J. Goldman Master Fund, L.P., J. Goldman & Co., L.P., J. Goldman Capital Management, Inc., Jay G. Goldman, Scoggin Capital Management II LLC, Scoggin International Fund Ltd., Scoggin Worldwide Fund Ltd., Scoggin LLC, Old Bellows Partners LP, Old Bell Associates LLC, Dev Chodry, Craig Effron, Curtis Schenker and Arthur Wrubel (collectively the “Quinpario Group”) are the beneficial owners of an aggregate of 3,480,596 shares of common stock, $0.01 par value per share (the “Common Stock”), of Zoltek Companies, Inc. (the “Company”), representing approximately 10.13% of the outstanding Common Stock as of the date hereof.
 
As the holders of shares of Common Stock entitled to cast at least ten percent (10%) of the votes at a special meeting of the Company, the undersigned hereby request in accordance with Section 2.02 of the Restated Bylaws of the Company (the “Bylaws”) that the Company call a special meeting of shareholders to be held on Tuesday, May 14, 2013, at 10:00 a.m. (Local Time) at the Company’s registered office or principal business office in the state of Missouri or in the city or county in the state of Missouri in which the principal business office of the Company is located, as required by Section 2.03 of the Bylaws (the “Special Meeting”), for the following purposes:
 
(1) to remove, without cause, at the Special Meeting all of the directors serving on the Board at the time of the Special Meeting, which for the avoidance of doubt shall include all individual(s) that may be elected or appointed to the Board to fill any existing or newly created directorship or vacancy on the Board during the period beginning on the date prior to the Company’s receipt of the Special Meeting Request, up to and through the date of the Special Meeting (the “Removal Directors”); and
 
(2) to elect Walter Thomas Jagodinski, James P. Heffernan, Edgar G. Hotard, Jeffry N. Quinn and Dr. John Rutledge, to the Board to fill the resulting vacancies that would exist in the event that some or all of the Removal Directors are successfully removed.
 
 
 

 
 
The reason for conducting the business at the Special Meeting as set forth in proposals (1) and (2) above is because the undersigned believe that the current members of the Board are not acting in the best interest of shareholders.  The Quinpario Group is concerned that the Company is not taking the appropriate actions to address the Company’s troubled performance and is unwilling to consider strategic alternatives to maximize shareholder value. Since we collectively represent one of the largest shareholdings of the Company, we have a strong incentive to maximize shareholder value. The Quinpario Group believes that calling the Special Meeting will provide the Company’s shareholders an opportunity to decide for themselves whether the Quinpario Group’s involvement at the Company would be beneficial in terms of helping the Company to capitalize on growth opportunities and enhance shareholder value, as well as an opportunity for shareholders to influence the future of the Company by changing the composition of the Board.
 
By way of this letter, we are also directing the Company, pursuant to Section 2.04 of the Bylaws and Section 351.230 of The General Business and Corporation Law of Missouri (“MoGBCL”), to provide written notice of the Special Meeting to each shareholder entitled to vote at the Special Meeting (the “Notice”).  In accordance with Section 2.04 of the Bylaws and Sections 351.230 and 351.315.3 of the MoGBCL, the Notice must state the purposes for which the Special Meeting is called, which we have provided herein.  In accordance with Section 2.06 of the Bylaws and Section 351.250 of the MoGBCL, we further request that the Board fix a record date for the Special Meeting.
 
We request that any correspondence concerning this request be delivered to the undersigned at the address set forth above and copies of such correspondence should also be simultaneously delivered to our counsel, Olshan Frome Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steve Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222 and Lewis, Rice & Fingersh, L.C., 600 Washington Avenue, Suite 2500, St. Louis, Missouri 63101-1311, Attention: Thomas C. Erb, Esq., telephone (314) 444-7613, facsimile (314) 612-7613.  If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the undersigned immediately in writing, with a copy to Mr. Wolosky, facsimile (212) 451-2222 and Mr. Erb, facsimile (314) 612-7613, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required.  In the absence of such prompt notice, the undersigned will assume that the Company agrees that this demand complies in all respects with the requirements of the Bylaws.  The undersigned reserve the right to withdraw, modify or amend this request at any time.
 
[Signature Page Follows]
 
 
 

 
Signature Page to Special Meeting Request
 
 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
QUINPARIO PARTNERS LLC
   
 
By:
/s/ Jeffry N. Quinn
   
Name:
Jeffry N. Quinn
   
Title:
Chief Executive Officer


   
 
/s/ Jeffry N. Quinn
 
JEFFRY N. QUINN
 
 
 

 
Signature Page to Special Meeting Request
 
 
 
 
J. GOLDMAN MASTER FUND, L.P.
   
 
By:
J. Goldman & Co., L.P.
as Investment Adviser
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN & CO., L. P.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN CAPITAL MANAGEMENT, INC.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
Director


   
 
/s/ Jay G. Goldman
 
JAY G. GOLDMAN


 
 

 
Signature Page to Special Meeting Request
 
 
 
 
FRONTFOUR CAPITAL GROUP LLC
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR MASTER FUND, LTD
   
 
By:
FrontFour Capital Group LLC
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR OPPORTUNITY FUND LTD.
   
 
By:
FrontFour Capital Corp.
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR CAPITAL CORP.
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


   
 
/s/ Stephen Loukas
 
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George
 

 
 
 

 
Signature Page to Special Meeting Request
 
 
 
 
SCOGGIN CAPITAL MANAGEMENT II LLC
   
 
By:
Scoggin LLC
as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN INTERNATIONAL FUND LTD.
   
 
By:
Scoggin LLC
 as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN WORLDWIDE FUND LTD
   
 
By:
Old Bellows Partners LP
as Investment Manager
   
 
By:
Old Bellows Associates LLC
as General Partner
   
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


 
SCOGGIN LLC
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
OLD BELLOWS PARTNERS LP
   
 
By:
Old Bellows Associates LLC
as General Partner
   
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member
 
 
 
 

 
Signature Page to Special Meeting Request
 
 
 
 
OLD BELLOWS ASSOCIATES LLC
   
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


   
   
 
/s/ Craig Effron
 
CRAIG EFFRON


   
   
 
/s/ Curtis Schenker
 
CURTIS SCHENKER


   
   
 
/s/ Dev Chodry
 
DEV CHODRY

 

   
 
/s/ Arthur Wrubel
 
ARTHUR WRUBEL



 
 

 
 
Exhibit A
 
[NOMINATION NOTICE]