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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
NORTH AMERICAN GALVANIZING & COATINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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North American Galvanizing & Coatings, Inc.
Annual Meeting of Stockholders
To Be Held on July 21, 2004
July 7, 2004
Dear Stockholder:
We are writing to correct a typographical error that appeared in the
printed proxy statement recently mailed to you in connection with the
solicitation of proxies for our 2004 Annual Meeting of Stockholders. Under
Proposal 4, "Amendments of the Company's Restated Certificate of Incorporation
to Effect a Reverse Stock Split Followed by a Forward Stock Split", the second
hypothetical scenario on the bottom of page 22 should read as follows:
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HYPOTHETICAL SCENARIO RESULT
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Ms. Eastwood has two separate record accounts. Each account will be treated individually. Because neither account holds the
Immediately prior to the Reverse/Forward Split, Minimum Number of shares, Ms. Eastwood will receive cash payments equal to
she holds 100 shares of Common Stock in one the cash-out price of her Common Stock in each record account instead of
account and 50 shares of Common Stock in the receiving fractional shares. Ms. Eastwood would receive two checks totaling
other. All of her shares are registered in her $150 (100 shares x $1.00 plus 50 shares x $1.00).
name only.
If Ms. Eastwood wants to continue her investment in the Company, she can
consolidate or transfer her two record accounts prior to the Effective Date
into one account with at least the Minimum Number of shares of Common Stock.
Alternatively, she can buy at least 50 more shares for the first account and
100 more shares for the second account so that she will have the Minimum
Number of shares in each account. She would have to act far enough in advance
of the Reverse/Forward Split so that the consolidation or the purchase is
completed prior to 5:00 p.m. (central time) on the Effective Date. Even if
she does consolidate these accounts, there is no assurance that the accounts
will be consolidated by the Effective Date or, even if they are consolidated,
that the financial institution holding the consolidated account will provide
timely notice to the transfer agent. If the transfer agent does not receive
timely notice, Ms. Eastwood will receive the cash payment and will not retain
her shares.
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The proxy statement that we filed electronically with the SEC did not contain
this typographical error.
We wanted to advise you of this typographical error in order to avoid any
confusion. Please remember that your vote is important. Be sure to review the
proxy materials previously provided to you to ensure that your shares are
represented at the Annual Meeting.
Sincerely,
/s/ Paul R. Chastain
Paul R. Chastain
Vice President & Corporate Secretary
North American Galvanizing & Coatings, Inc. 2250 E. 73rd Street, Ste. 300
Tulsa, Oklahoma 74136-6832 USA
918-494-0964 Fax 918-494-3999 www.nagalv.com