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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Florida Public Utilities | AMEX:FPU | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
þ Soliciting Material Pursuant to §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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: |
(4) | Date Filed: |
| FPU never investigated if other bidders existed or sought competing bids even though it engaged in 18 months of discussions with Chesapeake. We believe that the lack of any market check reduces the price transparency and fails to ensure that FPUs shareholders are receiving the highest value. | ||
| As an example of the unwillingness of FPUs board to even investigate whether better offers existed, FPU never responded to our April 10, 2009 unsolicited proposal to purchase FPU. We made an offer without any due diligence. Yet, FPU never inquired if we would be willing to increase our offer, a sure sign that FPU had no interest in seeing if a better price was obtainable for FPUs shareholders. Because of their failure to seek other bidders, FPU cannot and does not know if another purchaser would have paid more. | ||
| FPUs board of directors and management are obligated to maximize shareholder value, not structure a transaction that is essentially beneficial to themselves. The disclosure in FPUs proxy statement indicates that a considerable amount of FPUs managements negotiations with Chesapeake were devoted to discussions regarding the employment agreements and golden parachutes of John English, FPUs chairman of the board, president and chief executive officer, George Bachman, FPUs chief financial officer, and Charles Stein, FPUs chief operating officer. In total, almost $2.0 million, or $0.33 per share, is being paid to FPUs executives instead of being paid to the owners of the company, FPUs shareholders. | ||
| Messrs. Bachman and Stein, FPUs chief financial officer and chief operating officer, respectively, are receiving approximately $1.1 million in stay bonuses while retaining their current positions with FPU after the merger. Although these payments are termed as stay bonuses in FPUs proxy statement, they are in fact the exact same amount as the severance payments under their employment agreements even though their existing employment agreements would have required them to be terminated in connection with |
the merger in order to receive severance. In addition, FPU and Chesapeake will enter into new employment agreements with Messrs. Bachman and Stein upon closing of the transaction that will entitle them to additional severance upon termination of their employment if there is another change of control, thereby paying them severance twice. If Messrs. Bachman and Stein were not entitled to severance in connection with the merger, why is more than $1 million being paid to them instead of to FPU shareholders? | |||
| FPU received approval on May 9, 2009 from the Florida Public Service Commission of a natural gas rate increase of approximately $8.5 million in revenues annually with new rates beginning June 4, 2009. It is unclear from the disclosure in the proxy statement if the merger consideration takes into account these additional revenues. If it does not, FPU may be allowing Chesapeake to take advantage of these future revenues while depriving FPU shareholders of the potential value of these revenues. |
Richard M. Osborne
Chief Executive Officer and Chairman of the Board |
September 16, 2009 |
IMPORTANT
|
This letter is not a solicitation of your proxy; we intend to solicit your
proxy by delivering to you a proxy statement with accompanying
blue
proxy card.
We strongly encourage you to read our proxy statement, which will contain
information important to your decision. A copy of our proxy statement will be
sent directly to you and will also be available for free at the SECs website
(www.sec.gov). In addition, our recent Schedule 13D filings are available for
free on the SECs website; these filings contain additional information about
Energy, Inc., including details of our ownership in FPU. You may also contact
our proxy solicitor, D.F. King & Co., Inc., at 888-644-5854 directly to obtain
free copies of any of these documents.
In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons
(the executive officers and directors of Energy, Inc.) are anticipated to be, or may be deemed to be, participants
in any such proxy solicitation by Energy, Inc.: Richard M. Osborne, Ian J. Abrams, W.E. Gene Argo, Steven A. Calabrese,
Gregory J. Osborne, James R. Smail, Thomas J. Smith, James E. Sprague, Michael T. Victor, Kevin J. Degenstein,
David C. Shipley and Jed D. Henthorne. Except for Richard M. Osborne who beneficially owns 100 shares, none of the
foregoing persons currently beneficially owns any shares of FPU common stock or has any other direct or indirect
interest in FPU. As chairman of the board and chief executive officer of Energy, Inc., Richard M. Osborne may be
deemed to beneficially own the shares of FPU owned by Energy, Inc.
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