UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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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
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On February 20, 2013, the Ader Group issued a statement commenting
on IGT”s press release of February 19, 2013 relating to ISS’ recommendation to shareholders as to how to vote at the
2013 annual meeting of stockholders of IGT. A copy of such statement 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
Ader Group Highlights IGT’s Blatantly
False and Misleading Statements
The Ader Group released a statement today that IGT has released
patently false and misleading information relating to ISS’ recommendation to shareholders as to how to vote at the company’s
upcoming annual meeting. In a press release issued on February 19th, IGT alleged that “ISS recommends that IGT shareholders
vote to elect seven of IGT's eight director nominees.” The ISS report, in fact, contains no such recommendation. The ISS
report unambiguously recommends that shareholders vote only on Ader’s GOLD proxy card for Mr. Silvers and the
five
company nominees that the Ader Group did not oppose. ISS definitively did NOT endorse the election of the three incumbent directors
that the Ader Group has targeted for replacement. The Ader Group urges all shareholders to vote for each of Messrs. Brooks, Mathewson
and Silvers on the GOLD proxy card.
Jason Ader commented, “We are disappointed that the company
would resort to blatantly falsifying, in a widely disseminated press release, the recommendation of an institution so highly-regarded
as ISS. We encourage shareholders to carefully evaluate all statements made by the company and focus only on the facts.”
About Ader Investment Management LP
Ader Investment Management LP is a Delaware limited partnership
that was founded in 2003. Ader Investment Management LP is an SEC-registered investment adviser with its principal place of business
located in New York, New York. Ader Investment Management LP began conducting business in 2003, under the name of Hayground Cove
Associates LP. In June 2011, Hayground Cove Associates LP changed its name to Ader Investment Management LP. Mr. Jason Ader is
the sole principal of the firm, and is also the managing member and sole principal of the firm’s general partner, Ader Fund
Management LLC.
The principal investment advisory business of Ader Investment
Management LP is the management of investment portfolios consisting primarily of equity securities on behalf of certain private
funds and separately managed accounts.
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.
Contacts
Jason N. Ader, (212) 445-7800
Ader Investment Management LP
Jennifer Shotwell / Scott Winter / Jonathan Salzberger, 212-750-5833
Innisfree M&A Incorporated
International Game Techn... (NYSE:IGT)
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International Game Techn... (NYSE:IGT)
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