-----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, CzniCkHpgPw+wUmSiKTmnpz9dSPGmNJVNc+R4lQEkIDEvaLQZweu6vfYiCcP39fN AhzDfRlRxDyUkl4XT7fumg== 0000950152-97-003748.txt : 19970513 0000950152-97-003748.hdr.sgml : 19970513 ACCESSION NUMBER: 0000950152-97-003748 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN ELECTRIC CO CENTRAL INDEX KEY: 0000059527 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 340359955 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01402 FILM NUMBER: 97601064 BUSINESS ADDRESS: STREET 1: 22801 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2164818100 DEFA14A 1 THE LINCOLN ELECTRIC COMPANY / DEFA14A 1 ================================================================================ 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: [ ] 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
THE LINCOLN ELECTRIC COMPANY (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FREDERICK G. STUEBER SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY (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: Not Applicable (2) Aggregate number of securities to which transaction applies: Not Applicable (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): Not Applicable (4) Proposed maximum aggregate value of transaction: Not Applicable (5) Total fee paid: Not Applicable [ ] 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: Not Applicable (2) Form, Schedule or Registration Statement No.: Not Applicable (3) Filing Party: Not Applicable (4) Date Filed: Not Applicable ================================================================================ 2 MATERIALS POSTED ON EMPLOYER'S PREMISES --------------------------------------- PLEASE POST: May 9, 1997 To: All Employees Re: Class B Common Share Reclassification We have received several inquiries regarding the Class B Common Share Reclassification, as proposed and described in the Proxy and Voting Direction Statements now circulating for the upcoming annual meeting. We are making the following assistance available to you: 1. Individuals with questions should call the toll-free shareholder services line at 1-888-805-6304. If the question cannot be answered directly at that time, a follow up call will be made to you. 2. Here is a Q&A which we believe answers those questions raised so far: Q. Why is the reclassification being proposed? A. The reclassification will simplify Lincoln Electric's capital structure. It will also provide all shareholders the opportunity to share in market value rather than book value stock. In addition, it facilitates the merger of the ESOP into the 401(k) plan and saves the Company the costs and expenses of the ESOP. Q. How was the conversion formula determined? A. Lincoln Electric Management recommended the conversion formula. Management took into account views of outside advisors, views of internal specialists and the expected trading range of our public stock. The Lincoln Board of Directors approved Management's recommendation. Q. Why isn't the conversion ratio one for one? Why can't the Company just lift the restriction? A. This would not be fair to the other holders of 24,325,909 Lincoln shares. The Company has the right to buy ESOP shares (now $16.00) upon the occurrence of certain events and is obligated by the corporate charter to pay adjusted book value. Because merely lifting the restrictions could hurt the current value of the other shareholders, the Company must balance these various interests in determining a conversion rate. The Company has to be fair to all shareholders. 3 Q. When will the merger of the ESOP and 401(k) occur assuming the proposal passes? A. As soon as possible, but probably within one month. Q. What if an employee does not participate in the 401(k) voluntarily? A. When the plans are merged, employees will automatically have ESOP accounts established in the 401(k) plan. Q. What happens if the proposal is rejected? A. The Company intends to continue its practice of repurchasing the ESOP shares at book value as they become available. The merger of the ESOP into the 401(k) will not occur, the Company will continue to pay the costs and expenses of maintaining the ESOP class, and will consider the issue to be closed. Last year those costs and expenses totaled about $70,000. John M. Stropki Executive Vice President President, North America Removal date: 05/27/97 No. -----END PRIVACY-ENHANCED MESSAGE-----