-----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, QArSHdFu6vrAcNL4nwdODulD2bfGBc2F6vw182bI0UB20tCXx/FvDt4iTFtkqNpN MI2pGTa4u9Bcz8f4M5XVWw== 0000912057-00-000876.txt : 20000202 0000912057-00-000876.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-000876 CONFORMED SUBMISSION TYPE: DEFN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000112 FILED AS OF DATE: 20000111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON INDUSTRIES INC CENTRAL INDEX KEY: 0000090588 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 381225111 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A SEC ACT: SEC FILE NUMBER: 000-06611 FILM NUMBER: 505621 BUSINESS ADDRESS: STREET 1: 47603 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 3132076200 MAIL ADDRESS: STREET 1: 47603 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS II-A LP CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A BUSINESS ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: WING RD RR 1 P O BOX 167D CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146778383 MAIL ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: WING ROAD RR 1, BOX 167D CITY: MILLBROOK STATE: NY ZIP: 12545 DEFN14A 1 DEFN14A January 11, 2000 Dear : Unfortunately the management of Simpson Industries, Inc. ("Simpson" or the "Company") has continued its refusal to discuss with us their plans to increase shareholder value. The following are two important topics we would discuss with management were we granted the opportunity: 1. Michael Ward's (Salomon Smith Barney) recent research report concludes that the Company's 12-month price target (as of 11/10/99) is $10 per share, which is lower than the current price (on 1/10/00) of $10 1/8. We find such a prediction by the Company's only major analyst an unfortunate confirmation of our concerns about the stock price. In this light, it seems appropriate to ask management the following: - What is management's plan to increase shareholder value within the next 12 months? - Why will management's plan translate into a higher stock price, despite Wall Street's apparent skepticism? - Why is management's plan preferable in terms of generating shareholder value to attempting to access the premiums that have been available in the merger and acquisition market for automotive parts suppliers? 2. On 11/2/99, MMI submitted a shareholder value proposal calling for an auction of the Company. The Company's management refused to carry our proposal in its proxy materials as was their right to do, although a) the company was FULLY ENTITLED to include MMI's proposal and b) the passage of this proposal WOULD NOT COMPEL ACTION by the Company. Therefore: - If a majority of the common stock votes in favor of MMI's proposal, will the board commit publicly to abide by such resolution, and undertake the auction of the Company? - Given the non-binding nature of this proposal, do shareholders who support MMI's proposal need to elect a dissident slate of directors in order to ensure the Company's compliance with their wishes? - Is management's refusal to discuss this issue based upon a rejection of the auction process? If so, is this refusal to consider an auction of the Company related to a belief that auctions do not maximize value or a concern that an auction would not safeguard management's jobs into the future? Please remember that at MMI we manage OUR OWN MONEY. We do not have quarterly gain/loss or redemption requirements, and are very patient investors. Since our initial proxy filing we have increased our holdings of Simpson by an additional 107,100 shares (giving us a total of 807,100). We are financially prepared to run a successful proxy contest in order to protect our collective investment, even though Simpson's management appears to have hired a very expensive law firm, Skadden Arps. If you discover that management does have a credible plan to increase shareholder value (a plan that for some reason they have been unwilling to share with us or, it would appear, Salomon Smith Barney), please implore them to relate it to us. We do not wish to hinder any reasonable attempts to create value for shareholders, but we refuse to stand idle while Roy Parrott and Simpson's Board continue to fail to increase our share price. Sincerely, MMI Investments II-A, L.P. By: MCM Management, LLC as General Partner By: Clay B. Lifflander ____________________ Member and President -----END PRIVACY-ENHANCED MESSAGE-----