Bay Harbour Send Letter to AAON Shareholders.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of AND TAMPA, FL--(BUSINESS WIRE)--May 13, 1999-- Bay Harbour Management, L.C., which is soliciting proxies in opposition to the management of AAON AAON American Association of Office Nurses Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AAON) and seeks to elect nominee Steven Van Dyke Van Dyke (or van/Van Dijk or Dyk etc) is a surname of Dutch origin. It refers to:
May 12, 1999 TIME IS SHORT! THE AAON ANNUAL MEETING IS MAY 25. PLEASE VOTE YOUR GOLD PROXY TODAY. Dear Fellow AAON Shareholder: With AAON's annual Meeting quickly approaching, we are writing again to urge you to vote your GOLD proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. in support of Steven A. Van Dyke for election to AAON's Board. Mr. Van Dyke is the Founder and Managing Principal of Bay Harbour, the Company's largest outside shareholder. By signing the enclosed en·close also in·close tr.v. en·closed, en·clos·ing, en·clos·es 1. To surround on all sides; close in. 2. To fence in so as to prevent common use: enclosed the pasture. GOLD proxy card, your shares will voted for Mr. Van Dyke and for Anthony Pantaleoni, one of the Company's nominees. In his shareholder letter dated May 6, AAON's President recounts the Company's 1998 and first quarter 1999 results. We agree they are good results. Furthermore, we have always believed that management has done an adequate job of running the Company, at least with respect to operating results. We believe that management has failed, however, when the issue becomes one of increasing AAON's stock price. Despite good operating results, this management has yet to find a way to translate those results into increased value for the benefit of all shareholders. Remember - AAON's stock price is virtually unchanged in the last year. Further, if you have held AAON stock for the last five years - during one of the greatest bull markets ever -- you would have lost money. WE ARE NOT SEEKING CONTROL OF AAON. WE WANT TO ELECT ONE DIRECTOR TO ADVANCE THE INTERESTS OF ALL SHAREHOLDERS We are seeking your vote for just one Board seat of the two that are open for election at the May 25 annual meeting. If elected, Mr. Van Dyke would be just one of seven AAON directors. He seeks a role as a shareholder advocate and would encourage management to find ways to improve the Company's corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. policies and to increase the value of the Company, for the benefit of all shareholders. Mr. Van Dyke believes that an acquisition of the Company may be the best way to maximize shareholder value. Recently, there has been an increase in merger and acquisition activity in the HVAC (Heating Ventilation Air Conditioning) In the home or small office with a handful of computers, HVAC is more for human comfort than the machines. In large datacenters, a humidity-free room with a steady, cool temperature is essential for the trouble-free industry. We believe that this improved acquisition climate may provide an opportunity to sell the Company at a substantial premium over the current market price. YOUR BOARD SHOULD BE FOCUSED ON MAXIMIZING VALUE, NOT ON RESTRICTING SHAREHOLDER RIGHTS. We also seek your support for a number of corporate governance proposals. We firmly believe that AAON's poor corporate governance structure and policies have entrenched en·trench also in·trench v. en·trenched, en·trench·ing, en·trench·es v.tr. 1. To provide with a trench, especially for the purpose of fortifying or defending. 2. management and have been a hindrance hin·drance n. 1. a. The act of hindering. b. The condition of being hindered. 2. One that hinders; an impediment. See Synonyms at obstacle. in increasing the value of the Company. Specifically, our proposals seek to reverse the current Board's encroachment An illegal intrusion in a highway or navigable river, with or without obstruction. An encroachment upon a street or highway is a fixture, such as a wall or fence, which illegally intrudes into or invades the highway or encloses a portion of it, diminishing its width or area, but on shareholder rights which has occurred over the last few years - and especially the last few months. You should be aware that your Board without consulting you, the real owners of AAON: o Installed a "poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. " which gives the final authority over accepting an unsolicited bid to the Board - not the shareholders. o Created a staggered Board structure, eliminating your ability to elect a new Board majority at the annual meeting, o Eliminated your right to act by written consent, a common right enjoyed by the shareholders of thousands of public companies. We believe the directors should be focused on improving value for shareholders - and not on entrenching themselves at the expense of your rights as shareholders. ELECT A DIRECTOR ALIGNED WITH YOUR INTERESTS. VOTE YOUR GOLD PROXY TODAY! Bay Harbour is the owner of about 16% of AAON - the company's largest outside shareholder. Clearly, our interests as shareholders are aligned with yours. We urge you to return your GOLD proxy card today. Remember - even if you have already voted a management proxy card, you have every legal right to change your vote by signing and mailing the enclosed GOLD proxy card. In an election contest, only your latest-dated proxy counts in the final tally. If you have comments about our election contest or questions about voting your shares, please contact Peter Wainman of Bay Harbour at (212) 753-7538 or MacKenzie Partners, Inc. toll-free at (800) 322-2885. We appreciate your consideration of our nominee and our proposals. Sincerely, Steven A. Van Dyke Douglas Teitelbaum Founder and Managing Principal Managing Principal ADDITIONAL PARTICIPANT INFORMATION Keith Levesque is also a participant in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual . Mr. Levesque is a vice president of Bay Harbour. Mr. Levesque does not currently own any AAON Common Stock. On March 4, 1997, Mr. Levesque purchased 750 shares of AAON Common Stock and on January 5, 1998, Mr. Levesque purchased 1,000 shares of AAON Common Stock. Mr. Levesque sold 1,750 shares of AAON Common Stock on March 4, 1999. |
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