DEFA14A 1 b45154wldefa14a.txt WELLMAN, INC. SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec.240.14a-12 WELLMAN, 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)(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.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- THE FOLLOWING TEXT APPEARED ON THE WELLMAN, INC. INTRANET, WHICH IS AVAILABLE TO EMPLOYEES OF WELLMAN, INC. As all of you know by now, Wellman is in the process of selling a large offering of convertible preferred stock to Warburg Pincus. You should have received the proxy describing this investment as well as the proxy cards you use to cast your vote. The proxy is complicated but attempts to explain all the important features of the investment. This is a complex deal with significant importance for the company and for you as a shareholder of Wellman, so I urge you to read the documents carefully before voting. To try to make the issues more understandable, Keith Phillips and I will be meeting with various senior managers on June 13 and 16 to explain why we believe this transaction is beneficial for Wellman and its shareholders and to explain the specific terms of the investment. We will ask these managers to have meetings within their organizations to pass on this information so that everyone will be well informed on the issues. The actual special shareholders meeting will be on June 26. We ask that you vote for the proposal before the meeting. Tom Duff