ASCENT INDUSTRIES CO. — Proxy Solicitation & Information Statement 2020

May 20, 2020

DFAN14A 1 dfan14a10638005_05202020.htm

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 ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

SYNALLOY CORPORATION
(Name of Registrant as Specified in Its Charter)
PRIVET FUND LP PRIVET FUND MANAGEMENT LLC RYAN LEVENSON UPG ENTERPRISES LLC PAUL DOUGLASS CHRISTOPHER HUTTER ANDEE HARRIS ALDO MAZZAFERRO BENJAMIN ROSENZWEIG JOHN P. SCHAUERMAN
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Field: Page; Sequence: 1

Field: /Page

(1) Title of each class of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(2) Aggregate number of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(3) 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):

Field: Rule-Page

Field: /Rule-Page

(4) Proposed maximum aggregate value of transaction:

Field: Rule-Page

Field: /Rule-Page

(5) Total fee paid:

Field: Rule-Page

Field: /Rule-Page

☐ Fee paid previously with preliminary materials:

Field: Rule-Page

Field: /Rule-Page

☐ 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 its filing.

Field: Rule-Page

Field: /Rule-Page

(1) Amount previously paid:

Field: Rule-Page

Field: /Rule-Page

(2) Form, Schedule or Registration Statement No.:

Field: Rule-Page

Field: /Rule-Page

(3) Filing Party:

Field: Rule-Page

Field: /Rule-Page

(4) Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 2

Field: /Page

Privet Fund LP and UPG Enterprises LLC, together with the other participants named herein (collectively, the “Stockholder Group”), has made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying WHITE proxy card to be used to solicit votes for the election of the Stockholder Group’s slate of highly qualified director nominees to the Board of Directors of Synalloy Corporation, a Delaware corporation (the “Company”), at the Company’s upcoming 2020 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

Item 1: On May 20, 2020, the Stockholder Group sent the following email to subscribers of www.StrengthenSynalloy.com :

Our highly-qualified nominees w ill create a Stronger Synalloy.

Fellow Synalloy Stockholder,

Privet and UPG have nominated a slate of five exceptional director candidates with the necessary operational, corporate governance and management experience to set Synalloy on a path to value-creation.

Our director candidates were carefully and deliberately selected to fill major gaps in Synalloy’s boardroom. Each individual has the unique expertise, leadership skills and vision to help deliver up to $25 per share in value for all Synalloy stockholders.

But don’t just take our word for it – hear what others have to say about our highly-qualified nominees.

You have a chance to install the right leadership with the right strategic plan at Synalloy by voting the WHITE proxy card at this year’s Annual Meeting of Stockholders on June 30.

For more information on how to vote the WHITE proxy card, visit www.StrengthenSynalloy.com .

Hear what others have to say about our nominees.

Our nominees possess the skills necessary to end years of mismanagement and underperformance by executing a turnaround plan at Synalloy.

Field: Page; Sequence: 3

Field: /Page

Item 2: On May 20, 2020, the following materials were posted by the Stockholder Group to www.StrengthenSynalloy.com :