-----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, Pe6o+qkRzbP8Bw8NCj4AFlEfV3eQI4kEF7xz/RbmZoVEgVdaw/8KwWJ6J1WVk8Aw HpZfXE6RsqVXK2bEG1PcfA== 0000922423-98-001174.txt : 19981026 0000922423-98-001174.hdr.sgml : 19981026 ACCESSION NUMBER: 0000922423-98-001174 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981023 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE FLIGHT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000932021 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 113197148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-25668 FILM NUMBER: 98729469 BUSINESS ADDRESS: STREET 1: 4041 NORTH CENTRAL AVENUE STREET 2: SUITE 2000 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6022008900 MAIL ADDRESS: STREET 1: 4041 N CENTRAL AVE STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY SHAREHOLDER ASSOCIATES LLC CENTRAL INDEX KEY: 0001072007 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127159325 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 DFAN14A 1 DEFINITIVE ADDITIONAL MATERIALS As filed, via EDGAR, with the Securities and Exchange Commission on October 20, 1998. File No.:________ ICA No.: _________ 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 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 Pursuant to Rule 14a-11(c) or Rule 14a-12 INTERACTIVE FLIGHT TECHNOLOGIES, INC. ------------------------------------- (Name of Registrant as Specified in Its Charter) MERCURY SHAREHOLDER ASSOCIATES LLC, BARINGTON CAPITAL GROUP, L.P., ------------------------------------------------------------------ and BANNER AEROSPACE, 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: (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: FOR IMMEDIATE RELEASE CONTACT: John Cornwell D.F. King & Co., Inc. (212) 493-6952 BARINGTON CAPITAL GROUP. L.P. SETTLES INTERACTIVE FLIGHT TECHNOLOGIES, INC. DERIVATIVE SUITS; MERCURY SHAREHOLDER ASSOCIATES LLC WITHDRAWS PROXY SOLICITATION NEW YORK, NEW YORK, October 22, 1998 -- Barington Capital Group, L.P. announced today that it has settled the derivative stockholders lawsuits it instituted against the officers and directors of Interactive Flight Technologies, Inc. (NASDAQ/NMS: FLYT) and Ocean Castle Partners, LLC. As part of the settlement, Mercury Shareholder Associates LLC, a company affiliated with Barington, has agreed to withdraw its proxy solicitation which opposed the Company's slate of directors. The settlement was reached after the Company accepted Barington's proposal to increase the Company's stock buyback program and agreed to retain Barington as its investment banker in connection with its financial plan to enhance stockholder value. As part of the settlement, Barington has agreed to support the Company's nominees for the Board of Directors and the Company has engaged Barington to conduct the repurchase of up to 2,000,000 shares of Class A Common Stock for the Company's account. Barington has entered into an agreement to be the Company's exclusive provider of certain investment banking services for an initial period of 12 months. For these services, the Company has paid Barington a retainer of $250,000, with a fee of $30,000 per month payable upon the signing of the settlement agreement and additional fees payable based on consummated actions. In addition, the Company has agreed to pay $150,000 to Mercury and Barington in partial reimbursement for their solicitation and litigation expenses and Ocean Castle or its designee (which may be the Company) will purchase for $1.50 per share 298,000 shares of Class A Common Stock from affiliates of Mercury (which may include customer accounts maintained by Barington but which will not include Barington or any of its officers). Barington is a full service investment banking firm focused on providing capital and advisory services to small and emerging growth companies. -----END PRIVACY-ENHANCED MESSAGE-----