Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
2013年2月20日 - 7:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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. )
Filed
by the Registrant
o
Filed
by a Party other than the Registrant
x
Check the appropriate
box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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INTERNATIONAL GAME TECHNOLOGY
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(Name
of Registrant as Specified in Its Charter)
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ADER INVESTMENT MANAGEMENT LP
ADER LONG/SHORT FUND LP
DOHA PARTNERS I LP
ADER FUND MANAGEMENT LLC
ADER INVESTMENT MANAGEMENT LLC
JASON N. ADER
RAYMOND J. BROOKS, JR.
CHARLES N. MATHEWSON
DANIEL B. SILVERS
LAURA T. CONOVER-FERCHAK
ANDREW P. NELSON
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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(Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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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):
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(4)
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Proposed maximum
aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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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
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Registration Statement No.:
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Persons who are to
respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number.
On February 15, 2013, Gaming & Leisure’s G&L Community
News February 2013 – Gaming & Hospitality Industry Dashboard posted on its website an article relating to the Ader Group’s
solicitation of proxies for the election of its director nominees at the 2013 annual meeting of stockholders of International Game
Technology. A copy of such article is attached hereto as Exhibit I and is incorporated herein by reference.
Important Information
The Ader Group (whose members are identified below) has nominated
Raymond J. Brooks, Jr., Charles N. Mathewson and Daniel B. Silvers (the “Ader Nominees”) as nominees to the board of
directors of International Game Technology (the “Company”) and is soliciting votes for the election of the Ader Nominees
as members of the board. The Ader Group has sent a definitive proxy statement, GOLD proxy card and related proxy materials to stockholders
of the Company seeking their support of the Ader Nominees at the Company’s 2013 Annual Meeting of Stockholders. Stockholders
are urged to read the definitive proxy statement and GOLD proxy card because they contain important information about the Ader
Group, the Ader Nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement
and GOLD proxy card and other documents filed by the Ader Group with the Securities and Exchange Commission (“SEC”)
at the SEC’s web site at www.sec.gov. The definitive proxy statement and other related documents filed by the Ader Group
with the SEC may also be obtained free of charge from the Ader Group.
The Ader Group consists of the following persons: Ader Investment
Management LP, Ader Long/Short Fund LP, Doha Partners I LP, Ader Fund Management LLC, Ader Investment Management LLC, Jason N.
Ader, Daniel B. Silvers, Andrew P. Nelson and Laura T. Conover-Ferchak. The members of the Ader Group and the Ader Nominees are
participants in the solicitation from the Company’s stockholders of proxies in favor of the Ader Nominees. Such participants
may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Information
regarding the participants and their interests may be found in the definitive proxy statement of the Ader Group, filed with the
SEC on January 25, 2013 and first disseminated to stockholders on or about January 28, 2013.
Certain information contained herein constitutes “forward-looking
statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,”
“seek,” “should,” “expect,” “anticipate,” “project,” “estimate,”
“intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable
terminology. Such statements are not guarantees of future performance or activities. Due to various risks and uncertainties, actual
events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.
Exhibit I
GAMING
The Ader Group, led by former top-ranked casino gaming analyst
turned investor Jason Ader, has filed a definitive proxy statement to nominate three highly-qualified, forward-looking directors
(Raymond J. Brooks; Charles N. Mathewson and Daniel B. Silvers) to the board of directors of International Game Technology (NYSE:
IGT). The Ader Group collectively represents an ownership interest more than 100x greater than that represented by the three directors
they seek to replace and is seeking to halt the value destruction visited upon shareholders under the watch of the current board.
As such, they are calling on IGT stockholders to vote FOR the GOLD proxy at the annual shareholders meeting on March 5, 2013.
The Ader Group is seeking to constructively refocus the company
for the long-term benefit of all shareholders of IGT by addressing a number of key issues, two of which are identified as inadequate
corporate governance and poor capital allocation. By nominating candidates with significant experience in casino gaming and financial
markets, in combination with having greater ownership representation on the board, the Ader Group seeks to improve the level of
oversight in the boardroom for the benefit of all IGT stockholders.
For more information, please visit
www.RescueIGT.com
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