GREENVILLE, S.C., Jan. 30, 2015 /PRNewswire/ -- JPS Industries, Inc. (OTC:JPST) today issued a letter from its CEO to all Stockholders, as shown below:
Dear Stockholder:
Steel Partners Holdings L.P. ("Steel Partners") recently issued a public letter that contains inaccurate and misleading information. Among other things, Steel Partners accused me and the Company's nominees for director of seeking to take control of your Company with corporate assets. This accusation is false.
Steel Partners omitted this important information from its letter:
- In May of 2013, Steel Partners' Board representatives voted to appoint me as CEO of your Company and in both 2013 and 2014 supported my election as a director.
- Since becoming CEO, I have taken decisive steps to restructure your Company and substantially improve your Company's financial position. I drove the divestiture of the Urethene division, allowing us to focus on the Composite Materials business and to pay off all of our bank debt with the sale proceeds. Further, we contributed $17.8 million to the Company's underfunded pension plan in fiscal year 2014. Since fiscal year 2012, we reduced by over $72 million our net debt and pension obligations.
- We have improved the performance of the Composite Materials business, with better product quality, customer focus and operating performance. Our operating margins and adjusted EBITDA reflect this, improving each year since 2012.
- Since becoming CEO, we have significantly reduced our overhead costs. From fiscal year 2012 to fiscal year 2014, we reduced our selling, general, and administrative costs by $1.7 million, or 14%. We have reduced our corporate staff by 38% and have one more reduction in April with the retirement of an employee. The corporate staff will then consist of four individuals, including me, all performing necessary non-duplicative work for the benefit of our shareholders. As always, we will continue our efforts to reduce costs to the minimum for a well-run stand-alone company.
- When I became CEO, the Board granted to me non-traditional stock options, with significant restrictions, to motivate me to drive shareholder value and also explore any transaction that achieves a FAIR value for the Company.
I am proud of the great progress your Company has made over the last 18+ months. Your Management will continue our efforts to further improve and strengthen the Company's performance and financial position. Unlike Steel Partners, your Management's goal is to drive the Company's performance to maximize the value of the business for all stockholders.
The Company's nominees for director are NOT a hand-picked slate that intends to take control of the Company for their own benefit, as Steel Partners accuses. Instead, the Company's nominees are individuals committed to protecting the interest of all JPS stockholders.
The Special Committee members, Alan Howe and Robert Capozzi, have worked diligently on your behalf to try to reach an agreement with Steel Partners that reflects a fair value for your shares. Michael Fulbright is a significant stockholder of the Company who shares your interest in realizing a fair value for the Company. Michael Brodsky is an independent director nominee who provides an objective perspective to exploring strategic opportunities that maximize shareholder value.
As your CEO, I would support the sale of your Company to any credible buyer who is willing to pay fair value, a value that reflects the great financial progress we have made in the last two years, including a sale to Steel Partners at fair value. I commit to you that I will always be open to a fair value sale as we go forward and will nonetheless seek opportunities to provide our shareholders with financial returns and liquidity.
Our nominees to serve as your Board of Directors are best positioned to protect your interests in a future transaction with Steel Partners or another buyer, or with any other actions as appropriate. We urge you to cast your vote FOR their election at the 2015 Annual Meeting.
Please sign, date, and mail the enclosed WHITE proxy card TODAY. Thank you very much for your support, and please feel free to contact me if you should have any questions.
Sincerely,
Mikel H. Williams
Chief Executive Officer and President
JPS Industries, Inc.
(864) 239-3904
[email protected]
SOURCE JPS Industries, Inc.
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