-----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, IsfWBbdewftjFGNJmSpt4B+E1w3ME16qJiKmnH3PT3Vtt6OcJeZ3l6oP2AF/GJgp cKYJBTNzhyVhJoWE+4I0rw== 0000921895-99-000594.txt : 19990820 0000921895-99-000594.hdr.sgml : 19990820 ACCESSION NUMBER: 0000921895-99-000594 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990819 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PUROFLOW INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-05622 FILM NUMBER: 99695844 BUSINESS ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8187561388 MAIL ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-813-1500 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 DFAN14A 1 FORM DFAN14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) 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 Section 240.14a-11(c) or Section 240.14a-12 PUROFLOW INCORPORATED - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) THE FULL VALUE COMMITTEE STEEL PARTNERS II, L.P. WARREN G. LICHTENSTEIN ROBERT FRANKFURT JAMES BENENSON, JR. STEVEN WOLOSKY - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement) 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: - -------------------------------------------------------------------------------- (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- STEEL PARTNERS II, L.P. 150 East 52nd Street, 21st Floor New York, New York, 10022 August 9, 1999 BY FACSIMILE The Board of Directors Puroflow Incorporated 16559 Saticoy Street Van Nuys, California 91004 Gentlemen: Steel Partners is writing this letter in response to your recent letter and press release, each dated August 4, 1999, publicly announcing your offer to settle our proxy contest. Steel Partners has made it clear throughout its negotiations that a board whose majority is composed of Steel's nominees is the best way to enhance stockholder value. While Steel Partners is highly confident that we would be able to accomplish our objectives if we were to proceed with our proxy solicitation, we concur that it would be in the best interests of all parties involved if we could avoid the expense and unrest such actions would involve. To that end, we continue to be willing to have discussions with the Board of Directors and its representatives, with a view towards reaching a settlement prior to the Company's annual meeting. While we believe the Company's most recent proposal represents a start toward reaching a settlement, we believe the offer omits certain important items requested by Steel Partners in its negotiations with the Board. Those items include: 1. That any standstill agreement Steel Partners would enter into would terminate immediately prior to the next annual meeting. This would allow Steel Partners to seek a majority of the board seats at the next annual meeting should Steel be unable to accomplish its goal of enhancing value for all stockholders as a result of its minority position on the board; 2. That the Board of Directors would agree to amend the Company's Poison Pill Rights Plan so that the acquisition threshold is raised to 25%, allowing additional equity participation in the Company without eliminating the alleged protection that the Poison Pill Rights Plan affords stockholders; and -3- 3. That the Board of Directors would agree to eliminate any and all related party transactions, including those transactions between the Company and its non-employee directors. Until receiving your letter, we believed the Board understood the importance of these provisions to any settlement. As such, Steel Partners is unwilling to accept the terms of your proposal unless these items are included. However, if the Company were to agree to the modifications listed above, Steel Partners would accept the Company's proposal of a minority position on the Board of Directors. We hope that the recent tenor of our discussions and correspondence will lead to an agreement between the Company and Steel, and believe such an agreement will only serve to enhance shareholder value, a goal that should be the main objective for both parties. Our offer will remain open until Wednesday, August 11, and we look forward to your response. Sincerely, Warren G. Lichtenstein Managing Partner -4- -----END PRIVACY-ENHANCED MESSAGE-----