SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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LADISH CO., INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[x] No fee required.
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LADISH RESPONDS TO DISSIDENT SHAREHOLDER'S FILING
Cudahy, WI, April 25, 2003 - Ladish Co., Inc. (www.ladishco.com) (Nasdaq: LDSH)
issued the following statement in response to preliminary proxy materials filed
by a dissident shareholder who is seeking to take control of the company
without providing any value to shareholders:
o LADISH'S BOARD AND MANAGEMENT TEAM ARE ACTIVELY FOCUSED ON DELIVERING
VALUE TO ALL LADISH SHAREHOLDERS. For the past five years, Ladish has
consistently outperformed its industry peer group based on total
cumulative shareholder return on its common stock. Ladish continues to
move forward with the strategic initiatives that support its market
leadership and drive profitable growth. Through successful strategic
acquisitions, investments in critical technologies and upgrades,
careful control of costs and attention to the needs of its customers,
Ladish is executing on its business plan and retaining its market
position during this industry downturn while positioning itself to
capitalize on future growth opportunities. Despite an extremely
challenging market environment, Ladish has continued to win new
long-term contracts, including programs with General Electric,
Rolls-Royce and Pratt & Whitney.
o LADISH IS WELL POSITIONED WHEN THE AEROSPACE AND INDUSTRIAL MARKETS
RECOVER. INDUSTRY ANALYSTS HAVE NOTED THAT:
"We continue to regard Ladish as an indispensable participant in a
greatly consolidated aerospace supply chain." (Thomas J. Lewis, C.L.
King & Associates, 04/14/03)*
"The balance sheet remains in decent shape, in our view (which should
help the company endure the commercial aerospace downturn)." (Adam B.
Weiner, Credit Suisse First Boston, 01/30/03)*
"In our estimation, Ladish is doing about as well as can be expected
in the difficult aerospace environment at this time, generating
positive cash flow and holding on to market share." (Thomas J. Lewis,
C.L. King & Associates, 02/03/03)*
o THE LADISH BOARD OF DIRECTORS AND MANAGEMENT TEAM ARE SEASONED LEADERS
WHO TOGETHER HAVE OVER 300 YEARS OF INDUSTRY EXPERIENCE. Current Board
members and the management team have successfully managed the company
through a number of industry cycles. They fully understand the
importance of controlling costs through the low points of industry
cycles while positioning the company to capitalize on opportunities
when the industry turns up.
o THE LADISH BOARD OF DIRECTORS HAS DEMONSTRATED ITS COMMITMENT TO
STRONG CORPORATE GOVERNANCE PRINCIPLES. Ladish has a progressive
corporate governance structure that includes the annual election of
all directors and a highly qualified, independent Board.
o GRACE BROTHERS HAS NO PLAN FOR THE COMPANY. By its own admission,
Grace Brothers "does not have any current specific plans or proposals
for maximizing shareholder value." They appear to believe that greater
shareholder value in a difficult market period will simply flow from
having different directors with less experience and no prior track
record in running the company's business.
- --------
* Permission to use quotation neither sought nor obtained.
Page 2
o GRACE BROTHERS IS ATTEMPTING TO TAKE CONTROL OF LADISH WITHOUT PAYING
FOR IT. Grace Brothers is already represented by 2 board members out
of 7 -- proportional to their 29% equity stake in the company. If
their slate is elected, Grace Brothers would take control of the Board
without paying the company's remaining shareholders anything at all.
The company believes that Grace Brothers' claim to want additional
independent directors is disingenuous since Grace Brothers previously
rejected a proposal to add additional independent directors unless
they were Grace Brothers' designees. The company believes that Grace
Brothers simply wants control for free.
o GRACE BROTHERS' INTERESTS ARE NOT ALIGNED WITH THE INTERESTS OF OTHER
SHAREHOLDERS. Grace Brothers acquired the majority (74%) of their
shares through the exercise of warrants at an exercise price of $1.20
per share. Its relatively low basis in these shares may lead them to
view strategic opportunities for the company and its shareholders very
differently from the company's other shareholders. In contrast, the
current Board of Directors is fully aware of its fiduciary duties and,
as in the past, will continue to consider all strategic opportunities
that are presented to the company.
We urge Ladish shareholders to REJECT GRACE BROTHERS' efforts to
seize control of the company by voting AGAINST its director nominees
and voting FOR the Board's proposal to re-elect the seven existing
Board members on the company's WHITE proxy card.
Ladish shareholders who have questions or need assistance voting their shares
can call the company's proxy solicitor, Innisfree M&A Incorporated, toll-free
at (888) 750-5834. Banks and brokers can call collect at (212) 750-5833.
The company and certain other persons may be deemed participants in the
solicitation of proxies from shareholders in connection with the company's 2003
Annual Meeting of Shareholders. Information concerning such participants is
available in the company's Proxy Statement filed with the Securities and
Exchange Commission on April 2, 2003. Shareholders are advised to read the
company's Proxy Statement and other relevant documents when they become
available, because they contain or will contain important information.
Shareholders may obtain, free of charge, copies of the company's Proxy
Statement and any other documents filed by the company with the SEC in
connection with the 2003 Annual Meeting of Shareholders at the SEC's website at
(http://www.sec.gov) or by contacting the company at the number listed below.
Page 3
Certain statements made in this press release and other written or oral
statements made by or on behalf of the company may constitute "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and the company's future performance,
as well as management's expectations, beliefs, intentions, plans, estimates or
projections relating to the future, are forward-looking statements within the
meaning of these laws. Management believes that these forward-looking
statements are reasonable; however, you should not place undue reliance on such
statements. These statements are based on current expectations and speak only
as of the date of such statements. The company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of
future events, new information or otherwise. Among the factors that might
impact the company's performance are market conditions and demand for the
company's products; competition; interest rates and capital costs;
technologies; continued impact upon the commercial aerospace industry from the
September 11, 2001 terrorist attacks; raw material and energy prices; unstable
governments and business conditions in emerging economies; taxes; and legal,
regulatory and environmental issues. These and other important risk factors
regarding the company are included under the caption "Forward Looking
Statements" in the company's Annual Report on Form 10-K for the year ended
December 31, 2002 and may be discussed in subsequent filings with the SEC.
Ladish Co., Inc. is a leading producer of highly engineered, technically
advanced components for the jet engine, aerospace and general industrial
markets. Ladish is headquartered in Cudahy, Wisconsin with operations in
Wisconsin, Oregon and Connecticut. Ladish common stock trades on Nasdaq under
the symbol LDSH.
Contacts:
Ladish Co., Inc.
Wayne E. Larsen
(414) 747-2935
Joele Frank, Wilkinson Brimmer Katcher
Judy Wilkinson/Barrett Godsey
(212) 355-4449