Additional Proxy Soliciting Materials (definitive) (defa14a)
26 Juin 2013 - 11:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant
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Filed
by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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LUFKIN INDUSTRIES, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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On June 26, 2013, Lufkin Industries, Inc. filed a Current Report on Form 8-K disclosing
the following information:
Item 8.01 Other Events.
As previously disclosed, Lufkin Industries, Inc., a Texas corporation (the Company), received two letters from purported shareholders (the Letters) of the Company alleging that,
among other things, the members of the Companys board of directors (the Board) breached their fiduciary duties in approving the Agreement and Plan of Merger, dated as of April 5, 2013, among General Electric Company
(GE), Red Acquisition, Inc. (Merger Sub), and the Company (the Merger Agreement). Each of the Letters demanded that the Board take actions to remedy the conduct alleged in the particular letter and threatened to
commence a shareholder derivative suit on behalf of the Company absent action from the Board. The Board established a special litigation committee (the Committee), consisting of disinterested and independent members of the Board, to
investigate, review and evaluate the allegations made in the Letters. The Committee engaged independent legal counsel to assist it with its review.
Also previously disclosed, while the Committee was undertaking its investigation, a purported shareholder of the Company responsible for one of the Letters (the Plaintiff) filed a suit (the
Action) in the District Court of Angelina County, Texas (the Court) seeking to enjoin the consummation of the transaction proposed in the Merger Agreement and alleging, among other things, that the members of the
Companys Board breached their fiduciary duties by agreeing to sell the Company for insufficient consideration, reaching that decision through an inadequate process and filing a proxy containing insufficient disclosures and that GE and Merger
Sub aided and abetted the Board in breaching its fiduciary duties. At a June 20, 2013 hearing, the Court considered the Plaintiffs request for injunctive relief and the motions to dismiss filed by the defendants, including the Company and
the Committee. At the conclusion of the hearing, the Court denied the Plaintiffs request for injunctive relief and granted the motions to dismiss the action.
The Committee has concluded its investigation and has presented its findings and recommendations to the Board. The Committees investigation did not reveal any breach of fiduciary duties committed by
the Board, and the Committee concluded that none of the allegations in the Letters had merit. The Committee determined that the allegations made in the Letters have little likelihood of success and that, accordingly, the pursuit of any of the
allegations in the Letters would not be in the best interest of the Company and its shareholders.
After review of the
Committees presentation, the Board accepted all of the Committees recommendations and determined that the allegations made in the Letters will not be pursued because the pursuit of such allegations is not in the best interest of the
Company and its shareholders.
The definitive proxy statement filed with the Securities and Exchange Commission on
May 30, 2013 (the Proxy Statement) contains important information about the Company, GE, Merger Sub, the proposed merger and related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY.
Investors and security holders are able to obtain free copies of the Proxy Statement and other documents filed with the
SEC by the Company through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting the Company at the following:
Address: 601 South Raguet, Lufkin, TX 75904-3951
Phone: (936) 631-2749
Email: cboone@lufkin.com
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