SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
Corrpro Companies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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March 10, 2004
Dear Corrpro Shareholder:
Corrpro's March 16, 2004 special shareholders' meeting is fast approaching.
According to a recent report by our proxy tabulator, your vote in favor of the
Corrpro refinancing and recapitalization proposals has not been received. If you
have already voted in favor of the proposals, we appreciate your support.
By voting for the proposals, you would approve the injection of fresh capital
into the Company along with the provision of senior and subordinated debt from
new lending institutions, sufficient to repay the Company's existing senior
lenders and provide the Company with working capital going forward. This
recapitalization and refinancing will allow your Company to avoid filing for
bankruptcy and its attendant problems, including the potential reduction or
elimination of the value of your Company stock. (See "Proposal One" in the proxy
statement for a complete description of the transaction. For convenience, the
transaction is referred to in this letter as the "Corrpro Transaction.")
Your Board of Directors believes that the Corrpro Transaction is in the
shareholders' best interests as well as those of the Company. The Company's
financial advisor contacted hundreds of potential equity investors, senior
lenders and junior lenders on behalf of the Company in an effort to solicit
refinancing or recapitalization proposals. It was only after a rigorous
marketing process and extensive deliberations and negotiations that the Company
determined that the Corrpro Transaction was the best refinancing and
recapitalization plan for the Company and its shareholders.
If the Corrpro Transaction is not approved, the Company will be obligated to pay
substantial break-up fees, which, as described in the proxy statement, could
exceed $2 million. Further, there will be no foreseeable alternative for the
continued operation of the Company other than filing for protection under
applicable bankruptcy laws, potentially leaving little or no value for existing
shareholders. In order to allow the completion of the Corrpro Transaction, he
Company's current lenders have granted forbearance extensions on certain senior
debt obligations due on March 31, 2004.
Please vote in favor of all of the proposals contained on the proxy ballot. For
your ease, you may vote by telephone or by the internet by following the
instructions on your proxy card. If you need another proxy card, you may call
888-644-5484 (toll free).
For a more detailed discussion of the Corrpro Transaction or the Company's
reasons for soliciting your vote, please review the complete Definitive Proxy
Statement previously mailed to you, which is also available on the SEC's website
at www.sec.gov and the Company's website at www.corrpro.com.
Very truly yours,
/s/ Robert M. Mayer
Robert M. Mayer
Senior Vice President
Chief Financial Officer
N E W S R E L E A S E [logo]
COMPANY CONTACT WORLD HEADQUARTERS
Robert Mayer 1090 Enterprise Drive
Chief Financial Officer Medina, OH 44256
(330) 723-5082 Phone (330) 723-5082
Fax (330) 723-0694
www.corrpro.com
FOR IMMEDIATE RELEASE
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS CORRPRO SHAREHOLDERS VOTE IN
FAVOR OF CORRPRO REFINANCING AND RECAPITALIZATION PLAN
MEDINA, OHIO, MARCH 10, 2004--Corrpro Companies, Inc. (AMEX:CO), today announced
that Institutional Shareholder Services ("ISS"), recognized worldwide as an
independent authority on public company shareholder matters and corporate
governance, has issued a formal recommendation to its institutional clients
holding shares in Corrpro to vote in favor of the proposals of management
relating to Corrpro's plan of refinancing and recapitalization. ISS is the
leading provider of proxy voting and corporate governance services for
institutional and corporate clients worldwide.
The proposed refinancing and recapitalization plan is being submitted to
Corrpro's shareholders for approval at a March 16, 2004 special shareholders'
meeting. It consists of a number of interdependent proposals, including approval
of a $13 million cash investment by an entity controlled by Wingate Partners
III, L.P. in return for the issuance of $13 million of a new issue of preferred
stock, together with the issuance of warrants to the Wingate affiliate to
acquire 40% of the fully-diluted common stock of the Company at a nominal
exercise price. As part of the refinancing plan, once approved, CapitalSource
Finance LLC, a subsidiary of CapitalSource Inc. (NYSE:CSE), has agreed to
provide to the Company a $40 million senior secured credit facility, subject to
the satisfaction of certain customary closing conditions, consisting of a
revolving credit line, a term loan with a five-year maturity and a letter of
credit sub-facility. In addition, American Capital Strategies Ltd. (Nasdaq:
ACAS) ("American Capital") has agreed to provide $14 million of secured
subordinated debt to the Company, subject to the satisfaction of certain
customary closing conditions. Shareholders are also being asked to approve the
issuance to American Capital of warrants to acquire 13% of the fully diluted
common stock of the Company at a nominal exercise price in connection with the
refinancing. The proceeds of the refinancing will be used to repay by March 31,
2004 the debt owed its current senior lenders, a lending group led by Bank One
N.A., and The Prudential Insurance Company of America.
The Company has filed with the Securities and Exchange Commission ("SEC") and
mailed to its shareholders a definitive proxy statement in connection with the
proposals to be considered and voted upon at the special meeting.
"The ISS recommendation confirms management's belief in the importance of the
approval of this plan for the future of our Company. It is essential that our
shareholders recognize that this refinancing plan, which is the culmination of a
rigorous process under which hundreds of
potential sources of capital were contacted, represents the best alternative
available for both the Company's shareholders and the Company," commented Joseph
W. Rog, Chairman, CEO and President. "Failure to complete the refinancing
transaction on a timely basis would likely result in the issuance of default
notices and the commencement of foreclosure proceedings by the Company's current
lenders. In such case, there is no currently foreseeable alternative available
to the Company other than filing for protection under applicable bankruptcy
laws."
The Company urges its shareholders to read the proxy statement carefully, as the
proxy statement contains important information regarding the proposals to be
considered and voted upon at the special meeting. If the refinancing and
recapitalization plan is not approved by the requisite majority of shareholders,
the Company will be obligated to pay substantial breakup fees as described in
the proxy statement.
The Company and its directors and officers may be deemed to be participants in
the solicitation of proxies with respect to the proposals to be considered and
voted upon at the special meeting. Information regarding the ownership interests
of the Company's directors and executive officers is contained in the Company's
special meeting proxy statement and its Annual Report on Form 10-K for the
fiscal year ended March 31, 2003.
The Company's shareholders and other investors may obtain a free copy of the
Company's proxy statement, and other documents filed by the Company with the SEC
by visiting the SEC's website at www.sec.gov or the Company's website at
www.corrpro.com. Free copies of the Company's proxy statement, and other
documents filed with the SEC may also be obtained by sending a written request
to the Company at 1090 Enterprise Drive, Medina, Ohio 44256, Attention: Investor
Relations, by telephone at (330) 723-5082, or by email at
InvestorRelations@corrpro.com.
Corrpro, headquartered in Medina, Ohio, with offices worldwide, is a leading
provider of corrosion control engineering services, systems and equipment to the
infrastructure, environmental and energy markets around the world. Corrpro is
the leading provider of cathodic protection systems and engineering services, as
well as a leading supplier of corrosion protection services relating to
coatings, pipeline integrity and reinforced concrete structures.
Wingate Partners III, L.P., headquartered in Dallas, Texas, is a private
investment firm focused on making equity investments in businesses going through
significant transition.
Except for historical information, the matters discussed in this press release
are forward-looking statements relating to the business of the Company. The
forward-looking statements are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" or variations of
such words and similar expressions are intended to identify such forward-looking
statements. The Company believes that the following factors, among others, could
affect its future performance and cause its actual results to differ materially
from those that are expressed or implied by forward-looking statements, or
diminish the liquidity of its common shares: the Company's ability to receive
shareholder approval of the transactions described herein and, as a result
thereof, to consummate the proposed recapitalization and refinancing; the
ability to fulfill the conditions to closing and, as a result thereof, to
consummate the proposed recapitalization and refinancing; the extension,
amendment or refinancing of the Company's existing debt and
the terms and timing thereof; the Company's ability to successfully divest
certain of its non-core and international business units and the timing, terms
and conditions of any such divestitures; the impact of any litigation or
regulatory process related to the financial statement restatement process,
including the filed and dismissed class action litigation (the dismissal of
which has been appealed); qualification requirements and termination provisions
relating to government jobs; the impact of inclement weather on the Company's
operations; the impact of energy prices on the Company's and its customers'
businesses; adverse developments in pending litigation or regulatory matters;
the Company's ability to satisfy the listing and trading requirements of the
American Stock Exchange ("AMEX"), including compliance with the Company's plan
to regain compliance with applicable AMEX requirements, (which, if not
satisfied, could result in the suspension of trading or delisting of the
Company's shares from the exchange and could diminish the liquidity of its
common shares) or any other national exchange on which its shares are or will be
listed or otherwise to provide a trading venue for its shares; and the impact of
changing global political and economic conditions. Further information
concerning factors that may affect the Company's business and performance are
set forth in the Company's filings with the Securities and Exchange Commission.
The Company assumes no obligation to update any of the information contained or
referenced in this press release.