================================================================================
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
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
NETRO CORPORATION
(Name of Registrant as Specified in its Charter)
C. ROBERT COATES
----------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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: C. Robert Coates
4) Date Filed: July 30, 2002
================================================================================
Press Release
SOURCE: C. Robert Coates
AT&T Wireless Should Not Tender Netro Shares, C. Robert Coates Says
LAKE FOREST, Ill., July 30 /PRNewswire/ -- Allowing AT&T Wireless Services to
tender its shares in an upcoming Dutch auction is clearly a case of the Board of
Directors of Netro Corporation (NASDAQ: NTRO) rewarding its friends at the
expense of the shareholders, said C. Robert Coates.
In announcing the Dutch auction, Netro Chairman and CEO Gideon Ben-Efraim said
that AT&T Wireless Services, Inc., and an adult son of Ben-Efraim's, <
http://www.edgar-online.com/bin/edgardoc/finSys_main.asp?dcn=
0000891618-02-003299> may choose to participate in the tender offer. Netro Board
member Lewis Chakrin is a vice-president with AT&T Wireless.
"When you have insider information like AT&T Wireless does, you need to take a
position up front. You need to say, 'We will definitely not tender our shares',"
Coates said. "No one who is sitting on all that confidential information about
Project Angel should be allowed to tender their shares. AT&T acquired 8.2
million Netro shares earlier this year when it sold its Project Angel technology
to Netro.
"Due to the nature of a Dutch auction, the possibility of an insider like AT&T
Wireless tendering its shares will cause many shareholders to offer to sell
their shares at a lower price." Coates said. "This is costing the shareholders
money by creating uncertainty about the future."
"As a member of the Board of Directors, AT&T Wireless has information of
strategic importance," Coates continued, "and it has been given the luxury to
make decisions about its shareholdings that no other investor has. "
"It's a clear case of management rewarding its friends," Coates said. "AT&T
Wireless sided with Ben-Efraim in the recent Board election. Well, the election
is over. AT&T Wireless has cast its vote, and now it appears that the company is
being rewarded. They have been given a no-lose deal. They can basically flip
much of their stock after a few months."
"We want to get as much money as possible back to all the shareholders," Coates
said. "Clearly, AT&T Wireless is in the driver's seat. As a major shareholder
owning a large percentage of Netro, any action it takes will affect the value of
the stock."
This Board action fits into a larger pattern, Coates said, in which the Netro
Board of Directors consistently rewards its friends at the expense of the rest
of the shareholders.
"Take a look at the offer the Netro Board recently blew off," Coates said.
"It's detailed on Page 8 of the Netro tender offer
<http://www.edgar-online.com/bin/edgardoc/finSys_main.asp?dcn=
0000891618-02-003310>. Netro's directors had an offer to sell the company. The
Board turned it down saying the offer was for less than the cash value of the
company."
According to Netro's tender offer materials, Netro's directors rejected for
consideration a third party's offer to acquire Netro that included $3.68 per
share in cash because, "The cash per share offered was less than the per share
cash value of the company."
Netro's rejection of this offer is at odds with Netro's own conduct. On February
12, 2002, as part of a payment for Project Angel technology, AT&T Wireless
received 8.2 million shares. Netro's stock was selling in the open market at
approximately $2.92 then while the cash value of the company was approximately
$6.28 per share. "Why did the company offer so many shares to AT&T at so much
less than the cash value of the company?" Coates said.
Netro has also issued millions of options to directors, officers and employees
with exercise prices substantially below the cash value of Netro's shares. The
Board recently repriced options to $3.07 per share.
Netro is now offering to buy 23 million Netro shares for $3.50 to $4, which is
less than the cash value per share. No one knows what the price will be after
the tender offer.
The Dutch auction self tender by Netro announced July 18 includes a purchase of
up to 23 million shares at $3.50 to $4.00 per share. Netro's management has also
authorized an open market purchase of shares after the self tender with any
money left over from the $100 million authorized for share purchases. The
program went into effect Friday July 19 and ends Aug. 16.
Coates and associate David Kennedy narrowly lost a bid for election to Netro's
Board of Directors May 21 <http://biz.yahoo.com/prnews/020701/dam008a_1.html>.
Coates and Kennedy ran in opposition to two incumbent directors whose candidacy
was supported by Netro management. The Coates/Kennedy card was endorsed in that
contest by Institutional Shareholder Services <http://www.issproxy.com/>, the
world's leading provider of proxy voting and corporate governance services and a
key influencer in the institutional investment market.
Shares held by AT&T Wireless were pivotal in the vote. AT&T Wireless cast its
8.2 million votes to re-elect the incumbents. Excluding those shares as measured
by the popular vote, Coates/Kennedy would have been elected to the Board with
16.4 million shares versus 10.8 million shares for Netro, according to data from
IVS Associates, Inc., an independent inspector of elections <
http://www.ivsassociates.com/>.
Netro's directors are Thomas Baruch, Lewis Chakrin, Irwin Federman, Richard
Moley, Sanford Robertson and Shirley Young. Coates said, "A poison pill
antitakeover measure enacted after last year's annual election has made it
nearly impossible to replace the CEO or any of the directors. Under their
'leadership,' Netro has failed to meet promises to shareholders and has lost 95%
of its value.
"Until a week and a half ago, the company's directors had refused to consider
buying back shares even though the stock price had fallen to an all time low of
$2.09 while the cash per share was approximately $4.84."
Netro shareholders can call Todd Martin at the Robert Coates Group with any
comments, suggestions or questions. His number is 1-800-295-0841, extension 210,
and email is tmartin@rcoates.com.
C. Robert Coates is a major shareholder in Netro Corp.
SOURCE: C. Robert Coates