SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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SIMPSON INDUSTRIES, INC.
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(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
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[MMI LOGO]
DON'T ACCEPT A NEGATIVE RETURN ON YOUR INVESTMENT!
TAKE A STAND AGAINST MEDIOCRITY!
April 7, 2000
Dear Fellow Simpson Shareholder:
MMI has done its best to conduct a fair and honest election contest,
governed by the best principles of shareholder rights and corporate governance.
In spite of our efforts, during the last two weeks Chairman Parrott has
misrepresented the facts of MMI's platform, attempted to frighten shareholders
and employees with inflammatory rhetoric, and even sent representatives to
infiltrate and, we believe, potentially disrupt a private meeting between us and
undecided shareholders. Chairman Parrott's tactics not only seem desperate, but
also patronize and condescend to the many thoughtful Simpson shareholders we
have met during this contest.
LOOK AT THE FACTS
In these closing moments before the Annual Meeting, there are crucial
issues for shareholders to consider. Now is the time for serious analysis, none
of which Chairman Parrott can refute or discredit with name-calling or scare
tactics. PLEASE CONSIDER THE FACTS.
FACT: MMI'S THREE NOMINEES HAVE SUBSTANTIAL AND SUCCESSFUL PUBLIC
MANUFACTURING COMPANY EXPERIENCE
- MMI's Nominees are the Chairman, CEO, and General Counsel of a
$150 million public industrial manufacturing company called Key
Components (CUSIP: 49308AAC7) which serves the heavy-duty truck
and recreational vehicle markets, among others.
- MMI's Nominees know what it takes to run an industrial
manufacturing company that serves vehicular markets. Our
operational track record includes gross margins and EBITDA
margins of nearly 4x that of Simpson and growth rates of revenue,
EBITDA, and net income that dwarf Simpson's.
FACT: MMI'S THREE NOMINEES ARE PERSONALLY INVESTED SHAREHOLDERS.
- The 4.7% of Simpson that we own has been purchased entirely with
our own money, unlike Simpson management who have received large
numbers of shares through stock awards and option grants.
- MMI's Nominees will not accept any compensation for service to
the Board. We will take our pay in the form of appreciation in
Simpson's stock price - like our fellow shareholders.
FACT: MMI'S THREE NOMINEES HAVE OVER 60 YEARS OF BROADER AND DEEPER
BUSINESS EXPERIENCE THAN THE INCUMBENTS WE OPPOSE.
- The incumbent directors we oppose include a semi-retired
"business consultant," the chief operating officer of Simpson,
and a lawyer who married a daughter of one of the Company's
founders.
- MMI's Nominees, in contrast, have a diverse range of experience
in industrial manufacturing (including the automotive axle
industry), mergers and acquisitions, corporate and investment
management, finance, law, and public service.
WE BELIEVE THAT YOUR BOARD MUST WORK SMARTER AND HARDER TO ENHANCE
SIMPSON SHAREHOLDER VALUE: MMI'S PRIORITIES:
SHORT-TERM: BUILD VALUE INTERNALLY
- Examine increasing the dividend and carefully assess a share
repurchase program
- Review the capital plan: analyze the history, re-work the
parameters, and establish consistency
- Initiate a manufacturing best practices review: replicate what
works and eliminate waste
- Align compensation with shareholder returns: executive pay and
benefits based on value creation
- Invigorate corporate development: pursue a REAL merger and
acquisition program
- Review corporate overhead: eliminate waste and streamline
operations
LONG-TERM: GIVE AN INVESTMENT BANK A REAL ASSIGNMENT - NOT A FIRE SALE!
- Establish a 3 member Board committee with no members from
management
- Simultaneous analysis and execution: review ALL ALTERNATIVES and
execute THE RIGHT ONE
IN DECIDING HOW TO VOTE YOUR SHARES, REMEMBER THESE FACTS:
FACT: SINCE ITS PEAK IN 1994, SIMPSON STOCK HAS DECLINED 37% VERSUS A 220%
INCREASE IN THE S&P 500. HAD SIMPSON MATCHED THE S&P, YOUR SHARES WOULD
BE WORTH OVER $50 TODAY!
FACT: SIMPSON HAS NOT INCREASED YOUR DIVIDEND IN FIVE YEARS, EVEN WITH 1999'S
"RECORD PERFORMANCE."
FACT: BOTH SIMPSON'S COMPETITORS AND CUSTOMERS HAVE UNDERGONE MASSIVE
CONSOLIDATION TRENDS:
- In 1990, there were 3,000 independent auto parts companies, by
the end of 2000 there will be approximately 350. The average
revenue of these companies is now more than double Simpson's!
- The following is a partial list of auto manufacturers that were
partially or entirely acquired in the last two years: Chrysler,
Volvo, Nissan, Mitsubishi, Saab, Suzuki, and Daihatsu.
FACT: SIMPSON'S OWN STRATEGIC PLAN PROJECTS A STOCK PRICE IN FIVE YEARS
WITH A PRESENT VALUE OF $12.40!
REMEMBER: THIS WILL BE YOUR ONLY CHANCE UNTIL NEXT YEAR TO INITIATE
POSITIVE CHANGE. TOGETHER WE CAN MAKE A DIFFERENCE IN OUR COMPANY.
THANK YOU FOR YOUR CONSIDERATION AND MANY EXPRESSIONS OF SUPPORT,
/s/ John S. Dyson /s/ Clay B. Lifflander /s/ Alan L. Rivera
JOHN S. DYSON CLAY B. LIFFLANDER ALAN L. RIVERA
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******** IMPORTANT ********
1. 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.
2. 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.
3. If you have any questions or need assistance, please feel free to contact
D.F. KING & CO. INC. AT (888) 242-8149.
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