SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
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permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
LADISH CO, INC.
(Name of Registrant as Specified in its Charter)
GRACE BROTHERS LTD.
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
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[X] No fee required.
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FOR IMMEDIATE RELEASE
GRACE BROTHERS URGES LADISH SHAREHOLDERS
TO VOTE THE GREEN PROXY CARD FOR AN INDEPENDENT
BOARD OF DIRECTORS
Evanston, IL, May 30, 2003 - Grace Brothers, Ltd.
("Grace"), an Illinois investment firm holding 29.6%
of Ladish, Co., Inc., (NASDAQ: LDSH) today issued the
following letter to shareholders.
DEAR FELLOW LADISH SHAREHOLDER:
There is little time left...VOTE THE GREEN PROXY CARD TODAY.
Do not return the white proxy card solicited by Ladish's
board and management, even to vote AGAINST their slate.
If you have previously returned a white proxy card, you
have every right to change your vote. Only your latest
dated proxy counts. Vote the GREEN card today. Should you
need a proxy card, please call our proxy solicitor,
MacKenzie Partners, Inc. at (800) 322-2885.
Grace feels it must respond to the latest materials sent to
you by Ladish.
LADISH CLAIMS THAT THROUGH ITS PROXY, GRACE IS ATTEMPTING TO
TAKE CONTROL OF LADISH.
Don't believe this mischaracterization. Grace has stated
publicly and privately that this effort is not to obtain
control nor is it about replacing management. The
objective is to change 4 of 7 directors in order to create
a truly independent board. Grace believes the shareholders
deserve a board that will act independent of management,
not simply look independent by the ISS definition.
LADISH ACCUSES GRACE OF "HANDPICKING" THE NOMINEES.
Grace completed an extensive search and interview process
to select the directors that appear on its slate. The four
nominees that would be new to the Ladish board have no
prior or existing business relationships with Grace. Grace
certainly did "handpick" the directors appearing on its
slate: and shareholders should want nothing less. Grace
believes this slate represents a terrific complement of
skills and experience and will benefit all Ladish
shareholders.
LADISH CLAIMS THAT THROUGH ITS PROXY, GRACE INTENDS TO
REPLACE MANAGEMENT.
Grace's only goal is to create an independent board, not to
replace management. Grace has nominated 6 directors and
intends to vote its shares at the annual meeting for the
current CEO as the seventh director. Should our slate win,
it is Grace's hope that management will choose to work with
the new independent board. Grace believes management will
find the board focused on managing for shareholder value
and we believe management is up to the task of managing in
this new environment...an environment of board participation
in review of strategic plans, financial results, product
line spending, divisional operating results, competitive
position and performance compared to competitors.
LADISH CRITICIZES GRACE FOR LACK OF A PLAN FOR THE COMPANY.
Grace has outlined its goal to create a proactive board,
independent of management to work with management on
creation of shareholder value. It is ironic that Ladish
criticizes Grace for having no "plan" and yet falsely
claims that Grace is "planning" to take control of Ladish
and is "planning" to replace management. Grace's singular
mission in this proxy contest is to create an independent
board that will work with existing management in setting
shareholder value as a priority.
LADISH CLAIMS THAT THE GRACE NOMINEES WILL NEED TIME TO
"GET UP TO SPEED".
The Grace slate includes four nominees who are new to the
company. These nominees are experienced business persons
with a breadth of experience covering manufacturing
operations, aerospace engine manufacturing and purchasing,
international business (part of the company's stated
future strategy) and financial performance. Grace would
rather work to get the four new directors familiar with
the specifics of the Ladish Co., Inc. than to work with
directors who had the opportunity to get up to speed and
did not take it.
Apparently the existing board is more concerned about
protecting the currently existing voting block on the board
than it is about shareholder value. Grace wishes that
these directors had been willing to spend the amount of
time and energy on understanding the business that they
have on protecting the management voting block on the
board. Had that been the case, this contest might never
have happened at all and the Company would not have
committed almost $500,000(a) of shareholder capital in
proxy expenses in an effort to maintain the management
voting block.
LADISH CLAIMS THAT IT NEGOTIATED WITH GRACE.
Grace has tried in good faith to negotiate with management
and it is disingenuous and inaccurate for Ladish to state
otherwise. Grace worked for over 6 months to have its
representative, Margaret B. Hampton, appointed to the board
and met first with stiff resistance and then was only
appointed to the board with the addition of two new
management nominated board members. Once on the board, Ms.
Hampton tried to work within the board as early as February
2002 to add independent directors with relevant experience
to the board and interviewed a board candidate suggested by
another Ladish board member in March 2002. Before filing
its proxy on April 17, 2003, Grace tried to negotiate an
acceptable compromise with the current board, involving the
change of two directors. However, Ladish directors
insisted that the management voting block stay in place.
Grace would have preferred a consensual solution, but not
if that solution fails to address the corporate governance
issues at Ladish.
LADISH SAYS "THE STAKES ARE HIGH. PROTECT THE VALUE OF
YOUR INVESTMENT."
Grace agrees that the stakes are high....for shareholders.
But the Ladish board members and management fighting for
the status quo are those who own very little stock. The
"stakes" they speak of are not the stake the shareholders
have in the company. A vote for the Grace nominees is a
vote for focus on shareholder value.
At Ladish's June 6th Annual Meeting, shareholders will have
the opportunity to send a message to the Ladish Board that
shareholders are concerned about their company.
Shareholders will be able to elect directors who are
committed to maximizing value for shareholders now.
Keep your Board accountable -- Vote FOR the election of
Grace's independent director nominees by signing, dating
and returning the enclosed GREEN proxy card TODAY.
We urge you: Do not return the white proxy card solicited
by Ladish's Board and management, even to vote AGAINST
their slate. If you have previously returned a white proxy
card, you have every right to change your vote. Only your
latest dated proxy counts. Vote the GREEN card today.
Contact:
Larry Dennedy
MacKenzie Partners
212-929-5500
(a) Per report from Institutional Shareholder Services,
Ladish estimated expenses to be $475,000.