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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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SCHEDULE 14A / / Preliminary Proxy Statement / / Confidential, ASPECT COMMUNICATIONS CORPORATION Scepter Holdings, Inc.
(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 / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
For Use of the
Commission Only
(as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Under Rule 14a-12
(Name of Registrant as Specified in Its Charter)
SCEPTER HOLDINGS, INC.
(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)(1) 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.:
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(4) Date Filed:
Fort Worth, Texas 76102
January 8, 2003
Rajeev Kumar
Senior Analyst
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, MD 20850-4045
Dear Mr. Kumar:
Thank you for talking with us regarding Aspect's proposal with Vista Equity Partners.
As we discussed, we believe the real focus should be on which transaction is better for shareholders. Aspect has not said and cannot say that the Vista transaction is better for shareholders than our transaction. The only real issue is thus whether waiting a month or so more to do a rights offering is worth the additional benefits that our transaction gives to Aspect's shareholders.
In thinking through these issues, I thought it might be helpful to highlight a few points:
Given that the economics of the Scepter proposal are clearly more favorable for Aspect's shareholders than the Vista transaction, we believe that the only possible concern is execution risk between the two proposals.
As we discussed, we along with other major Aspect shareholders, are calling the special meeting for Scepter's transaction and expect Cede & Co. to issue the formal request to the Company this week or early next week. We expect the meeting will be held sometime between February 14 and February 21, 2003.
Further, as we discussed with Brian Lane, a partner at Gibson, Dunn & Crutcher, LLP in Washington, D.C. and the former Director of the Division of Corporation Finance of the Securities and Exchange Commission, once our special meeting occurs in February, it is reasonable to expect the rights offering should be completed by May. Irrespective of this, if for some unforeseen reason the rights offering is delayed beyond June 1, 2003 (a full 2 months prior to the August 2003 put date), Scepter will loan Aspect $50 million at LIBOR + 100 basis points with no arranging or upfront fees. No matter what, Aspect will get its $50 million prior to the August 2003 put date for the debentures.
As an investor who first invested in this company in 1998 and who currently is a 6% shareholder, we are committed to the long term health of Aspect. We have put the full extent of our plans in SEC filed documents to make clear to you, the company and the shareholders our intentions. If we do not do what we say in our filings (including this letter), or if we knowingly mislead you as to our intentions, we know we could be subject to significant penalties in SEC and private litigation under the anti-fraud rules of the federal securities laws.
If you have any questions, please give me a call.
Regards,
Geoffrey Raynor
President
THE PARTICIPANTS IN ANY POTENTIAL SOLICITATION OF PROXIES RELATING HERETO ARE THE SAME AS THE PARTICIPANTS IDENTIFIED IN THE PRELIMINARY PROXY STATEMENT FILED BY SCEPTER HOLDINGS, INC. WITH RESPECT TO ASPECT COMMUNICATIONS CORPORATION ON JANUARY 3, 2003. ACCORDINGLY, SHAREHOLDERS MAY OBTAIN ADDITIONAL INFORMATION REGARDING SUCH PARTICIPANTS AND THEIR INTERESTS FROM THE PRELIMINARY PROXY STATEMENT FILED BY SCEPTER HOLDINGS, INC. WITH RESPECT TO ASPECT COMMUNICATIONS CORPORATION ON JANUARY 3, 2003. SCEPTER HOLDINGS, INC. HAS NOT YET FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A DEFINITIVE PROXY STATEMENT RELATING TO THE COMPANY'S SPECIAL MEETING OF SHAREHOLDERS CURRENTLY SCHEDULED FOR JANUARY 21, 2003. WHEN SUCH DEFINITIVE PROXY STATEMENT IS FILED, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY, AS IT WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS MAY OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT AND, ONCE FILED WITH THE SECURITIES AND EXC HANGE COMMISSION, A COPY OF THE DEFINITIVE PROXY STATEMENT AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
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