Sorry for the delay... did anyone catch this?
February 12, 1999 11:21
ENERGY CONVERSION DEVICES INC revises prelim proxy materials.
Excerpted from PRER14A filed on 02/12 by ENERGY CONVERSION DEVICES INC:
ENERGY CONVERSION DEVICES INC revises prelim proxy materials.
(4) Date Filed:
February 1999
Dear ECD Stockholders:
I am writing this personal letter to ask you to give special attention to this
year's Proxy Statement.
As you know, ECD has been my life's work, and Iris's, to solve societal problems
and build shareholder value through technology. From early on, Iris and I have
had stock with special voting powers to protect the company from takeovers that
would appropriate the fruits of our technology without paying full value to the
stockholders.
You, the stockholders, have extended these voting powers periodically, and it is
now time to do it again. Also, I have been giving great attention to the issue
of management continuity. Iris and I are so pleased that Bob Stempel has joined
us as a true partner. Because we have worked so closely and well with Bob for
several years, we believe deeply that he is the best conceivable successor to
manage the company and realize the full fruits of our dominating technological
position. To do this, Bob should have the same special voting powers after us.
One further observation about why these voting powers held by both Iris and me,
and later Bob, are important to you and the company. Several times within the
last few years, large companies have told us, "Why should we pay you royalties
or be concerned about your suing us for patent infringement? We can just as
easily buy the whole company." Because of the special voting powers, the threats
have receded. But, if we did not have the special voting powers, this type of
threat would be very real. Just last fall, a high-tech company, Quickturn Design
Systems, which had successfully asserted its patents against a competitor and
sought $225 million in damages, found itself subject to a takeover by the
competitor. It was apparently cheaper for the competitor to buy control than pay
the damages, even if that meant paying a significant premium to obtain control
of the target company. The takeover target did not have the protection of
special voting powers, and the courts turned down the target's defensive
strategy, resulting, it seems, in a takeover. This is just the fate we want to
avoid.
Your board of directors has thoroughly considered that the special voting rights
may discourage a takeover of ECD in which the stockholders might receive a
premium for their shares. However, the board has determined that any perceived
short-term benefits to stockholders as a result of a takeover are significantly
outweighed by the long-term benefits to stockholders in extending the special
voting rights in order to realize the true value of your Company. Your board
recommends the adoption of these proposals.
So, I urge you to read the enclosed Proxy Statement carefully for a thorough
understanding of the importance of these proposals to your company, and make
sure that you vote FOR extending the special voting powers of the Class A Common
Stock another six years (until September 30, 2005) (Item 3) and FOR creating a
special Class B Common Stock to be placed in Bob Stempel's hands, which will
have the same special voting powers when we no longer have them (Item 4).
You can look forward to receiving shortly the 1998 Letter to Stockholders and
the new technology and product brochure. Thank you for your interest in Energy
Conversion Devices and your support for our efforts.
Sincerely,
Stanford R. Ovshinsky
[LOGO]
ENERGY CONVERSION DEVICES, INC.
1675 West Maple Road
Troy, Michigan 48084
Dear Stockholder:
The Annual Meeting of the Stockholders of Energy Conversion Devices, Inc.
will be held at _______ (E.S.T.) on March 25, 1999 at _________________________.
If you plan to attend, we would appreciate your calling the Investor Relations
department at (248)280-1900.
Sincerely,
Robert C. Stempel
Chairman of the Board
ENERGY CONVERSION DEVICES, INC.
NOTICE OF MEETING OF STOCKHOLDERS
Troy, Michigan
February 15, 1999
To the Stockholders of ENERGY CONVERSION DEVICES, INC.:
NOTICE is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of ENERGY CONVERSION DEVICES, INC. (the "Company") will be held at
______ (E.S.T.) on Thursday, March 25, 1999 at
___________________________________. The purpose of the Meeting is to:
(End of Item Excerpt)
------------------------------------------------------------------------
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