Edo Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 20 2007 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant |_|
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 Pursuant to ss.240.14a-12
EDO Corporation
(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):
X No fee required.
|_| 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:
(4) Date Filed:
Subject Company: EDO Corporation
Commission File No.: 1-3985
The following is an internal communication to all employees of EDO Corporation
provided on November 20, 2007.
ITT ITT Defense
1650 Tysons Boulevard
Suite 1700
McLean,VA 22102
tel 703 790 6300
fax 703 790 6365
November 20, 2007
|
To: Employees of EDO Corporation
From: Steve Gaffney, President, ITT Defense
As president of ITT Defense, I want to share with you the excitement we feel
about the prospect of combining our defense business with the EDO Corporation.
We have long recognized EDO as a leader in advanced military technologies and
services, and believe that the combination of our two strong teams will create
an exciting and rewarding future for us all.
ITT and EDO are both successful companies with proud histories. We both take
pride in our engineering strength and our support of the customers' mission. We
both have strong value systems that guide the way we do business. I believe that
bringing the two companies together, with our complementary capabilities in
electronic warfare, communications, intelligence and services, along with new
capabilities in integrated structures and undersea warfare, will enable us to
better support the transformational needs of the military. Our combined broad
customer base will allow us to take our technologies to new markets to create a
stronger, growing company- this really is all about growth! We have shared this
story with ITT employees in our company's internal news magazine called "In Our
Hands." You can read this story online at
www.itt.com/downloads/ioh_2007_fall_engl.pdf by scrolling to page 5.
Since we announced our offer to combine our companies, ITT Corp. CEO Steve
Loranger and I have had the pleasure of meeting some of EDO's leaders, and last
week we began visiting EDO employees at some of your facilities in New York,
Utah and California. Everywhere we have visited we've been impressed by the
pride and enthusiasm of your colleagues. These informal meetings have been
invaluable in starting to establish the mutual trust we will need to be
successful once the transaction is approved.
We must wait for the remaining regulatory and EDO shareholder approvals to
complete the transaction. In the meantime, I can tell you that everyone at ITT
Defense is eagerly anticipating the time when we can join with you to work as
One Team with One Mission. I believe that this combination will bring new
opportunities for EDO and ITT employees and customers. Together, we will create
a very exciting future.
ITT
Steve
This communication is being made in respect of the proposed merger involving EDO
and ITT Corporation. In connection with the proposed merger, EDO filed a
definitive proxy statement with the U.S. Securities and Exchange Commission (the
"SEC"), a copy of which was mailed to the shareholders of EDO. Before making any
voting decision, EDO'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT
DOCUMENTS FILED BY EDO WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. EDO's shareholders may obtain, without charge, a copy
of the proxy statement and other relevant documents filed with the SEC from the
SEC's website at www.sec.gov. EDO's shareholders may obtain, without charge, a
copy of the proxy statement and other relevant documents by directing a request
by mail or telephone to EDO Corporation, 60 East 42nd Street, 42nd Floor, New
York, NY 10165, telephone: 212-716 2000, or from EDO's website, www.edocorp.com.
EDO and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from EDO's shareholders with respect to the proposed
merger. Information regarding EDO's directors and executive officers and their
ownership of EDO common stock is set forth in EDO's annual report on Form 10-K
for the fiscal year ended December 31, 2006, which was filed on March 8, 2007,
and EDO's proxy statement for EDO's 2007 Annual Meeting of Shareholders, which
was filed on April 30, 2007. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the proxy statement and other
relevant documents regarding the proposed merger.
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