-----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, SqsY8M7NNl7tQLXJgUXpLvU65SQHEqTrD7VAN+84o7TJ6oIGjwhM/qxpsQNSCS+4 SUEWd0kbB84s5FAzZGuNfw== 0001072613-04-001288.txt : 20040707 0001072613-04-001288.hdr.sgml : 20040707 20040707172733 ACCESSION NUMBER: 0001072613-04-001288 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040707 EFFECTIVENESS DATE: 20040707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN GALVANIZING & COATINGS INC CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03920 FILM NUMBER: 04904796 BUSINESS ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 BUSINESS PHONE: (918)494-0964 MAIL ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 FORMER COMPANY: FORMER CONFORMED NAME: KINARK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 DEFA14A 1 defa-14a_12783.txt DEFINITIVE ADDITIONAL MATERIALS ================================================================================ 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 (Amendment No. ) 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 ss.240.14a-12 NORTH AMERICAN GALVANIZING & COATINGS, 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: ---------------------------------------------------------------------- ================================================================================ North American Galvanizing & Coatings, Inc. Annual Meeting of Stockholders To Be Held on July 21, 2004 July 7, 2004 Dear Stockholder: We are writing to correct a typographical error that appeared in the printed proxy statement recently mailed to you in connection with the solicitation of proxies for our 2004 Annual Meeting of Stockholders. Under Proposal 4, "Amendments of the Company's Restated Certificate of Incorporation to Effect a Reverse Stock Split Followed by a Forward Stock Split", the second hypothetical scenario on the bottom of page 22 should read as follows:
- ----------------------------------------------- ----------------------------------------------------------------------------- HYPOTHETICAL SCENARIO RESULT - ----------------------------------------------- ---------------------------------------------------------------------------- Ms. Eastwood has two separate record accounts. Each account will be treated individually. Because neither account holds the Immediately prior to the Reverse/Forward Split, Minimum Number of shares, Ms. Eastwood will receive cash payments equal to she holds 100 shares of Common Stock in one the cash-out price of her Common Stock in each record account instead of account and 50 shares of Common Stock in the receiving fractional shares. Ms. Eastwood would receive two checks totaling other. All of her shares are registered in her $150 (100 shares x $1.00 plus 50 shares x $1.00). name only. If Ms. Eastwood wants to continue her investment in the Company, she can consolidate or transfer her two record accounts prior to the Effective Date into one account with at least the Minimum Number of shares of Common Stock. Alternatively, she can buy at least 50 more shares for the first account and 100 more shares for the second account so that she will have the Minimum Number of shares in each account. She would have to act far enough in advance of the Reverse/Forward Split so that the consolidation or the purchase is completed prior to 5:00 p.m. (central time) on the Effective Date. Even if she does consolidate these accounts, there is no assurance that the accounts will be consolidated by the Effective Date or, even if they are consolidated, that the financial institution holding the consolidated account will provide timely notice to the transfer agent. If the transfer agent does not receive timely notice, Ms. Eastwood will receive the cash payment and will not retain her shares. - ----------------------------------------------- ----------------------------------------------------------------------------
The proxy statement that we filed electronically with the SEC did not contain this typographical error. We wanted to advise you of this typographical error in order to avoid any confusion. Please remember that your vote is important. Be sure to review the proxy materials previously provided to you to ensure that your shares are represented at the Annual Meeting. Sincerely, /s/ Paul R. Chastain Paul R. Chastain Vice President & Corporate Secretary North American Galvanizing & Coatings, Inc. 2250 E. 73rd Street, Ste. 300 Tulsa, Oklahoma 74136-6832 USA 918-494-0964 Fax 918-494-3999 www.nagalv.com
-----END PRIVACY-ENHANCED MESSAGE-----