defa14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Inter-Tel (Delaware), Incorporated
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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This
filing consists of correspondence distributed to stockholders of Inter-Tel (Delaware),
Incorporated on October 13, 2006, concerning a definitive proxy statement which was filed by the
registrant with the United States Securities and Exchange Commission on September 19, 2006.
Correspondence to stockholders of Inter-Tel (Delaware), Incorporated:
[Inter-Tel Logo]
October 13, 2006
Dear Stockholder:
The October 24, 2006 Special Meeting of stockholders is fast approaching and your vote is
critical. The Special Committee of the Companys Board of Directors unanimously recommends that you
reject the Sell the Company resolution proposed by Inter-Tels former CEO Steven G. Mihaylo. We
urge you to protect your investment by voting the enclosed WHITE proxy card TODAY by telephone, via
the Internet, or by signing, dating and returning the enclosed card.
We believe that Mr. Mihaylos resolution is unnecessary, disruptive and, if followed, could
deprive Inter-Tel stockholders of the opportunity to benefit from the Companys substantial recent
investment in new products. In our view, Mr. Mihaylos resolution is just a means by which he can
maneuver the Company into selling to him at a price that would only benefit one stockholder, namely
Mr. Mihaylo himself.
ISS, A LEADING PROXY ADVISOR, RECOMMENDS REJECTION OF THE MIHAYLO RESOLUTION
Institutional Shareholder Services (ISS), one of the nations leading independent proxy
advisors, recommends that Inter-Tel stockholders vote AGAINST the Mihaylo Resolution on the WHITE
proxy card. ISSs voting analyses are relied upon by hundreds of major institutional investors,
mutual funds, pension plans and other fiduciaries.
In its report, ISS stated:
We believe that the Mihaylo Groups proposal is not in shareholders best interests. The
company has commenced a process whereby it, with the assistance of its advisor, will
explore alternatives to maximize shareholder value. We believe that this process should be
allowed to run its course. The Mihaylo resolution would have the board sidestep this
process and act with undue haste, and given the absence of competing bids, would likely
cause Mihaylo Group to be the de facto winner of any auction process. Further, the Mihaylo
offer, while higher than current market prices, is low relative to the companys historical
prices ...*
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ISS noted that:
"[T]he company has a new management team, a new strategic plan, and a major product release
planned before the end of 2006. Moreover, the company has experienced revenue growth for
each of the last two years and is both profitable and debt-free. As such, we see no
compelling evidence that a sale of the company is necessary at this time.*
MANY OF OUR LARGE INVESTORS AGREE THAT MIHAYLO IS TRYING TO BUY YOUR COMPANY ON THE CHEAP
Many of our large stockholders have told us that they agree with our determination that the
Mihaylo Groups offer to buy Inter-Tel does not adequately reflect the Companys intrinsic value.
We initiated our ongoing review of the Companys strategic options, which could include a sale
of the Company, precisely because we believe that all stockholders deserve to realize the maximum
value for their investment in Inter-Tel. We do not believe that Mr. Mihaylo alone should be able to
benefit from the value creation we expect to result from the continued implementation of the
Companys strategic plan.
YOUR MANAGEMENT TEAM IS FOCUSED ON CREATING
STOCKHOLDER VALUE
Mr. Mihaylo has attempted to confuse stockholders about Inter-Tels strategic plan, but there
is no secret to our plan we have been implementing it all year. The plan includes the rollout of
the recently released Inter-Tel 5600 and version 2.0 software for the Inter-Tel 5000 family, the
forthcoming introduction of the 7000 communications systems and enhancements to Inter-Tels
portfolio of advanced software applications. I, and all the other independent directors who
comprise the Special Committee, have complete confidence in the ability of Inter-Tels management
team to successfully execute on this plan.
IT IS UP TO YOU TO PREVENT FURTHER EXPENSE AND DISRUPTION
You should be aware that the Company has already incurred significant expense and disruption
due to Mr. Mihaylos lengthy campaign against the Board and management after he resigned as CEO at
the Boards request earlier this year. We believe that the Mihaylo Resolution, if adopted, would
have a meaningful destabilizing effect on Inter-Tels management and employees, disrupt customer
relationships, and hamper the Companys ability to execute on its major new product release, all of
which would reduce our ability to create stockholder value. We have acted for months to protect
Inter-Tel and its stockholders from this damage, but now we ask for your help. Send a message to
Mr. Mihaylo that you want to protect your investment by using the WHITE proxy card to vote TODAY
by telephone, by internet, or by signing, dating and returning the enclosed WHITE proxy card.
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On behalf of the Special Committee of your Board of Directors, thank you for your continued
support.
/s/ Alexander L. Cappello
Alexander L. Cappello
Chairman of the Board of Directors
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN VOTING YOUR PROXY
PLEASE CONTACT:
INNISFREE M&A INCORPORATED
Stockholders Call Toll Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
This letter contains forward-looking statements. All statements other than statements of historical
fact may be forward-looking statements. These include statements concerning the anticipated impact
on stockholder value of the Companys long term strategy, the timing and impact on stockholder
value of new product announcements, releases and enhancements, the ability of management to execute
the Companys strategy and adapt to changes in the industry, the Companys review of all strategic
alternatives to maximize stockholder value, and the effect of the Mihaylo Resolution and the
actions of its sponsors and others. Such statements are based on current assumptions that involve
risks and uncertainties which could cause the actual results, performance, or achievements of the
Company to be materially different from those described in such statements, including, market
acceptance of new and existing products, software and services; dependence on continued new product
development; product defects; timely and successful hiring and retention of employees; retention of
existing dealers and customers; industry, competitive and technological changes; general market and
economic conditions; the composition, product and channel mixes, timing and size of orders from and
shipments to major customers; price and product competition; and availability of inventory from
vendors and suppliers. For a further list and description of such risks and uncertainties, please
see the risks factors contained in the Companys Form 10-K, as amended on Form 10-K/A, each as
filed with the SEC, other subsequently filed current and periodic reports, and the Companys most
recent Form 10-Q dated August 9, 2006. Inter-Tel disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
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