-----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, VGKBVt5ygIkGiuNJnjUNnaUbKlEFC/CAsygexWmu9ckYKbrDTQHKEGjNcDArRZvo Cd4djj7fC770TmYv+Z3T3A== 0000950124-00-001952.txt : 20000404 0000950124-00-001952.hdr.sgml : 20000404 ACCESSION NUMBER: 0000950124-00-001952 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000403 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-06611 FILM NUMBER: 592685 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 DEFA14A 1 ADDITIONAL MATERIALS DEFINITIVE PROXY 1 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 [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 Rule 14a-11(c) or Rule 14a-12. Simpson Industries, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Simpson Industries, 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.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 ATTENTION SIMPSON SHAREHOLDERS: YOU DESERVE A COMMITTED, QUALIFIED AND EXPERIENCED BOARD OF DIRECTORS. THE DYSON NOMINEES HAVE DEMONSTRATED: - NO EXPERIENCE IN THE AUTOMOTIVE SUPPLY INDUSTRY; - NO CURRENT EXPERIENCE AS DIRECTORS OF A PUBLIC COMPANY; - NO INTEREST IN OPERATING SIMPSON AS A GOING CONCERN; AND MOST IMPORTANTLY, - NO COMMITMENT TO YOU OR TO ANYTHING OTHER THAN THEIR PLAN FOR A QUICK-BUCK SALE OF SIMPSON. Their self-confessed goal is to sell Simpson off to the highest bidder as promptly as possible. Their sole interest in Simpson is as a vehicle for a quick, short-term profit for John Dyson's private investment company, MMI. We are convinced that John Dyson's nominees are NOT QUALIFIED to oversee your investment in Simpson, and NOT INTERESTED in serving as directors to oversee the management and operations of Simpson. It is our firm belief that they would have you elect them to the Simpson Board for one purpose and one purpose only - to push for their ill-advised, ill-timed and, in our opinion, irresponsible proposal to throw the company up for sale. Do not be swayed by their self-serving analysis of Simpson and its position in the automotive supply industry. Your long-term interests are best served by the continuing execution of the Company's business plan under the experienced and committed direction of its current, independent Board of Directors. Vote to protect your interests. Vote your WHITE proxy card today: FOR the election of the Board's nominees and AGAINST the MMI stockholder proposal. Thank you for your continuing support. Sincerely, The Board of Directors of Simpson Industries, Inc. 3
VOTE YOUR AGAINST THE PROXY FOR | AND MMI | DIRECTORS \ / PROPOSAL \ / /X/ Please mark your votes as in this example YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 2. 1. Election of Directors. FOR WITHHELD 2. Stockholder Proposal if properly FOR AGAINST ABSTAIN NOMINEES: Susan P. Haka, George R. Kempton, /X/ / / presented at the meeting / / /X/ / / Walter J. Kirchberger, Roy E. Parrott, Ronald L. Roudebush, George A. Thomas and F. Lee Weaver / / --------------------------------------- For all nominees except as noted above / / MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT Date: , 2000 ------------------------------------------------ Signature --------------------------------------------------- Signature --------------------------------------------------- Please sign exactly as your name appears hereon. Each executor, administrator, trustee, guardian, attorney-in-fact and other fiduciary should sign and indicate his or her full title. When stock has been issued in the name of two or more persons, all should sign.
CAUTION! DO NOT RETURN ANY BLUE MMI PROXY YOU RECEIVE. Returning an MMI proxy, even in protest and voting against their handpicked nominees and misguided proposal, will cancel out any earlier WHITE proxy you sent in. We therefore ask that you simply discard any BLUE cards you receive. ATTENTION "STREET-NAME" HOLDERS: IMPORTANT IF YOUR SHARES ARE HELD FOR YOUR ACCOUNT BY YOUR BROKER OR BANK, ONLY THEY CAN VOTE THEM AND THEY MUST HAVE YOUR INSTRUCTIONS TO DO SO. Since this is a contested election, your broker cannot vote your shares without your instructions. Please sign, date and return your WHITE proxy card today. If you do not return your card, your shares will not be voted. If you have any questions, or need assistance in voting your shares, please contact our proxy solicitor: Innisfree M&A Incorporated Toll Free:888-750-5834 -----END PRIVACY-ENHANCED MESSAGE-----