-----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, Nus2ikB6Nj04IC3p+nixa7cZ4s6pT2YmcxCmI0C6qFw8K3EVS7HIkscG3iP2Mr48 VcLcEp0GdojLOAKFd1Dfwg== 0000912057-00-015978.txt : 20000405 0000912057-00-015978.hdr.sgml : 20000405 ACCESSION NUMBER: 0000912057-00-015978 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000404 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-06611 FILM NUMBER: 592962 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: DFAN14A 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 DFAN14A 1 DFAN14A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 / / Filed by a Party other than the Registrant /X/ 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 under Rule 14a-12 SIMPSON INDUSTRIES, INC. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) MMI INVESTMENTS II-A, L.P.; MCM MANAGEMENT, LLC; MILLBROOK CAPITAL MANAGEMENT, INC.; JOHN S. DYSON; CLAY B. LIFFLANDER; ALAN L. RIVERA; ROBERT B. KAY AND JEROME LANDE ----------------------------------------------------------------------- (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: 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 ------------------------------------------------------------------- MMI INVESTMENTS Presentation to: SIMPSON SHAREHOLDERS Jenkins Golf Course and Restaurant - April 4, 2000 - TWO MAJOR ISSUES: 1) Simpson's Performance: WHAT CAN WE DO ABOUT IT? 2) The Board of Directors: IS IT TIME FOR FRESH THINKING? - - SIMPSON'S PERFORMANCE - - - YOUR INVESTMENT IN SIMPSON HAS BEEN OUTPERFORMED during the last six years by the accepted benchmarks of large companies, small companies, industrial manufacturers, and Simpson's own self-defined peer group. - - SIMPSON'S STOCK PRICE HAS DECLINED 35.8% SINCE IT'S PEAK IN 1994. In that time the S&P 500 has increased more than 191%. Had Simpson matched the S&P 500, Simpson shares would be worth over $45 today! - - SIMPSON HAS NOT INCREASED ITS DIVIDEND IN THE LAST FIVE YEARS, even with 1999's "record-breaking" performance. - - SIMPSON'S POOR PERFORMANCE: OPERATIONS & CORPORATE DEVELOPMENT - Gross profit under pressure: half of peer universe (10% v. 20%) - Ballooning capital expenditures in 1999: [up arrow] $22 million, [up arrow] 114% - No significant M&A program or prospects - - SIMPSON'S PROSPECTS - - - CUSTOMER PRESSURE ON SMALL VENDORS: CUSTOMER CONSOLIDATION - The following auto companies were partially or entirely acquired in the last two years: Chrysler, Volvo, Nissan, Saab, Fuji Heavy Industries, Suzuki, Daihatsu, Lamborghini, Bugatti, Bentley, & Rolls-Royce. - - SUPPLIERS ARE REDEFINING CRITICAL MASS: SUPPLIER CONSOLIDATION - The number of auto parts suppliers like Simpson has dwindled in the last ten years to a tenth of its former size: 1990 - 3,000, 1996 - 1,500, 2000 - 350. - The average size for an auto parts supplier is now twice the size of Simpson. - - SIMPSON'S INTERNAL PLAN: 5 YEARS LATE, STILL TOO SMALL, STILL UNDERVALUED - The results of Simpson's financial plan projects a stock price in five years with a present value of $12.40. In other words, Simpson's own plan projects virtually no appreciation for our stock in five years. - - MMI'S PLAN - - - THE BOARD MUST WORK SMARTER AND HARDER: MMI'S PRIORITIES - Consider dividend policy & share repurchase programs - Review capital plan: start with history; re-do the parameters - Manufacturing best practices review - Re-write the compensation program: shareholder aligned ICP - Invigorate corporate development - Review corporate overhead - - GIVE A QUALIFIED INVESTMENT BANK A REAL ASSIGNMENT. - Establish a 3 member board committee (no management) - Analysis and execution: review all alternatives - - MMI'S DIRECTORS - INVESTED SHAREHOLDERS (4.7%) NO REMUNERATION ACCEPTED (NOT EVEN EXPENSES) BROADER AND DEEPER EXPERIENCE TRACK RECORD OF SUCCESS SEEKING MINORITY POSITION - - The MMI Nominees represent a diverse background of industrial manufacturing, corporate and investment management, finance, public service, and legal experience. - - Together the MMI Nominees have over 60 years of significant business experience. - - THE MMI NOMINEES ARE COMMITTED TO THE EXPLORATION OF ALL AVENUES FOR CREATING SHAREHOLDER VALUE, INCLUDING, BUT NOT LIMITED TO, A MERGER OR SALE OF SIMPSON. - - SUMMARY - - - THE PERFORMANCE AND PROSPECTS ARE UNACCEPTABLE. - - MMI'S PLAN IS PROACTIVE AND WILL YIELD LONG-TERM RESULTS - - MMI'S DIRECTORS ARE MORE QUALIFIED AND MORE COMMITTED - - CHANGE TAKES TIME; NOW IS THE TIME TO START! Thank you very much for joining us today and for your consideration of our platform. If you have any questions about MMI's platform and director nominees, please feel free to contact Jerome Lande at (212) 586-4333. Sincerely, /s/ John S. Dyson /s/ Clay B. Lifflander /S/ Alan L. Rivera -------------------- ----------------------- -------------------- John S. Dyson Clay B. Lifflander Alan L. Rivera ******** IMPORTANT ******** Be sure to vote on the BLUE card. Vote "FOR" the MMI Nominees and "FOR" the Shareholder Value Proposal. We urge you not to sign any proxy card which is sent to you by Simpson, even as a protest vote against the incumbent Board of Directors. REMEMBER, EACH PROPERLY EXECUTED PROXY YOU SUBMIT REVOKES ALL PRIOR PROXIES. EVEN IF YOU HAVE ALREADY SUBMITTED A PROXY SENT TO YOU BY SIMPSON, YOU SHOULD SIGN AND RETURN THE MMI BLUE PROXY. If any of your shares are held in the name of a bank broker or other nominee, please contact the person responsible for your account and direct him/her to vote on the BLUE PROXY CARD "FOR" THE MMI NOMINEES AND THE SHAREHOLDER VALUE PROPOSAL. If you have any questions or need assistance in voting your shares, please feel free to contact: D.F. KING & CO., INC. (888) 242-8149 -----END PRIVACY-ENHANCED MESSAGE-----