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 /X/
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
/X/ Soliciting Material Pursuant to Rule 14a-12
ART TECHNOLOGY GROUP, INC.
(Name of Registrant as Specified In Its Charter)
Mitchell-Wright Technology Group, LLC, SSH Partners I, LP, Mitchell-Wright, LLC,
Arcadia Partners, L.P., Arcadia Capital Management, LLC, James Dennedy and
Richard Rofe
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Attached as Exhibit 1 are the pages contained on an internet web site maintained
by Mitchell-Wright Technology Group, LLC, which became live on October 7, 2004.
Exhibit 1
SAVE ATG
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WELCOME
During the 10+ year history of ATG, members of the MWTG Group have worked with
ATG's customers and worked in industry implementing solutions on the ATG
platform. Most recently, a group advised by MWTG has become one of ATG's largest
stockholders. We strongly believe in the Company's greatest assets - its
customer base, strong product innovations and high customer loyalty - and we
believe these assets should be protected and profitably enhanced.
We have always had enormous respect for ATG, for the outstanding achievements of
its employees and for the culture of innovation and integrity that has
contributed to its success. As a stockholder of ATG, we believe that the ATG
board owes a duty to pursue stockholder value and to guide ATG to profitable
growth for the benefit of its stockholders. Our decision to solicit your proxy
is entirely motivated by what we believe is in the best interests of
stockholders from a financial perspective.
Our opposition is based on our commitment to stockholder value and our belief,
which we believe is shared by many other stockholders, that the proposed merger,
under the plan management has proposed, is not in the best interests of ATG's
stockholders. To that end, we are soliciting your proxy to vote AGAINST the
proposed merger.
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MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC, MITCHELL-WRIGHT, LLC, SSH PARTNERS I, LP,
ARCADIA PARTNERS, L.P., ARCADIA CAPITAL MANAGEMENT, LLC, JAMES DENNEDY AND
RICHARD ROFE ARE PARTICIPANTS IN A SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ART TECHNOLOGY GROUP, INC. FOR USE FOR USE AT ITS SPECIAL MEETING SCHEDULED
TO BE HELD ON OCTOBER 22, 2004. INFORMATION RELATING TO THESE PARTICIPANTS AND
CERTAIN OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2004. A COPY OF
THAT PRELIMINARY PROXY STATEMENT IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV/.
SHAREHOLDERS OF ART TECHNOLOGY GROUP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND THE OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC AND THE OTHER PARTICIPANTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE. IN ADDITION, YOU MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BY CONTACTING INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 (BANKS AND BROKERS CALL COLLECT AT
(212) 750-5833).
SAVE ATG
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RATIONALE
The following is a summary of what we believe to be the consequences of the
proposed merger. They are the primary reasons why we believe stockholders should
vote AGAINST the issuance of shares of ATG common stock in connection with the
proposed merger.
ATG'S FINANCIAL POSITION WILL DETERIORATE. In our opinion, neither ATG nor
Primus has demonstrated a management culture or commitment to profitability. The
proposed merger combines two companies with a history of losses. The combination
creates an entity with merely the possibility of greater revenue but with the
CERTAINTY of increased operating expenses. Should the additional revenue
expected by management from the merger fail to materialize or the full level of
cost reductions not be implemented, ATG's cash balance would quickly erode to a
level well below the $30 million cash level cited by management as a critical
threshold.
ATG'S STRATEGIC POSITION WILL NOT MATERIALLY IMPROVE. While the proposed merger
would enhance ATG's product portfolio, ATG would still be a software company
with less than $100 million of revenue on an enterprise basis. ATG would still
lack the size and breadth of offering required to be truly competitive in the
software industry. In addition, the weak financial position that we believe
would result from the merger would limit ATG's strategic options in the future.
THE INTEGRATION RISK OF THE PROPOSED MERGER IS SUBSTANTIAL. We believe that the
odds are against the success of this merger given management's post-merger
operating plan. The complexity of putting two companies together, in a difficult
economy, when each company is unable to consistently produce profits, presents
daunting and unacceptable challenges.
THE FINANCIAL IMPACT ON ATG STOCKHOLDERS WILL BE NEGATIVE. Management has asked
shareholders to accept tremendous risk by approving the merger agreement
without, in our opinion, providing an action plan that would produce financial
results to justify the additional financial risk, operating risk and dilution
that would result from the merger.
ATG has several valuable assets - its customer base, strong product innovations,
and high customer loyalty. We believe these assets should be protected and
profitably enhanced. The company faces challenges in managing its business, but
these challenges were known before this transaction, and management needs to
focus all of its attention on resolving them.
We profoundly disagree, however, with management's assertion that ATG needs to
make this acquisition. To undertake the proposed merger under the currently
proposed plan is to wager that management can grow revenue in time to cover the
company's cost structure. We have seen little in ATG's management's experience
that leads us to believe that this is possible. Instead, we believe that the
proposed merger deteriorates the financial position of ATG and does not solve
key strategic problems. It creates immediate risk and intermediate-term
incremental challenges, and we believe it comes at a high price to ATG
stockholders.
We do not believe that ATG should stand still. On the contrary, we believe that
ATG would benefit greatly from enhancing its product portfolio and proliferating
those products across its installed base. However, for any small software
company to survive it must be strong - and that means it must be profitable. We
would prefer ATG focus on becoming profitable by aligning costs with realized
revenue and investing in additional operating costs only as the revenue demands
it. We believe that profitable operations would improve customers' attitudes
towards ATG, bolster the stock price and put ATG in control of its future.
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MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC, MITCHELL-WRIGHT, LLC, SSH PARTNERS I, LP,
ARCADIA PARTNERS, L.P., ARCADIA CAPITAL MANAGEMENT, LLC, JAMES DENNEDY AND
RICHARD ROFE ARE PARTICIPANTS IN A SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ART TECHNOLOGY GROUP, INC. FOR USE FOR USE AT ITS SPECIAL MEETING SCHEDULED
TO BE HELD ON OCTOBER 22, 2004. INFORMATION RELATING TO THESE PARTICIPANTS AND
CERTAIN OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2004. A COPY OF
THAT PRELIMINARY PROXY STATEMENT IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV/.
SHAREHOLDERS OF ART TECHNOLOGY GROUP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND THE OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC AND THE OTHER PARTICIPANTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE. IN ADDITION, YOU MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BY CONTACTING INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 (BANKS AND BROKERS CALL COLLECT AT
(212) 750-5833).
SAVE ATG
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SEC FILINGS
DATE FORM DESCRIPTION
10/6/04 DFAN14A Presentation to shareholders detailing MWTG's
rationale
10/6/04 DFAN14A Press release requesting clarification on
preliminary third quarter results
10/6/04 DFAN14A Letter to shareholders requesting shareholders
not vote before receiving MWTG proxy material
10/5/04 DFAN14A Press release requesting announcement of third
quarter financial performance
9/30/04 DFAN 14A Open letter to shareholders
9/29/04 SC13D/A Amended general statement of acquisition of
beneficial ownership
9/28/04 PREC14A Preliminary proxy statement
9/20/04 SC13D/A Amended general statement of acquisition of
beneficial ownership
9/10/04 SC13D/A Amended general statement of acquisition of
beneficial ownership
8/24/04 SC13D General statement of acquisition of beneficial
ownership
Letter to Mr. Bob Burke regarding proposed
merger with Primus
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MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC, MITCHELL-WRIGHT, LLC, SSH PARTNERS I, LP,
ARCADIA PARTNERS, L.P., ARCADIA CAPITAL MANAGEMENT, LLC, JAMES DENNEDY AND
RICHARD ROFE ARE PARTICIPANTS IN A SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ART TECHNOLOGY GROUP, INC. FOR USE FOR USE AT ITS SPECIAL MEETING SCHEDULED
TO BE HELD ON OCTOBER 22, 2004. INFORMATION RELATING TO THESE PARTICIPANTS AND
CERTAIN OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2004. A COPY OF
THAT PRELIMINARY PROXY STATEMENT IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV/.
SHAREHOLDERS OF ART TECHNOLOGY GROUP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND THE OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC AND THE OTHER PARTICIPANTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE. IN ADDITION, YOU MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BY CONTACTING INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 (BANKS AND BROKERS CALL COLLECT AT
(212) 750-5833).
SAVE ATG
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PRESS RELEASES
10/05/04 Mitchell-Wright Technology Group Calls on Art Technology
Group to Disclose Quarterly Financial Information Prior to
Merger Vote
9/30/04 Mitchell-Wright Technology Group issues open letter to Art
Technology Group Inc.'s shareholders opposing proposed
merger with Primus Knowledge Solutions
ARTICLES
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MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC, MITCHELL-WRIGHT, LLC, SSH PARTNERS I, LP,
ARCADIA PARTNERS, L.P., ARCADIA CAPITAL MANAGEMENT, LLC, JAMES DENNEDY AND
RICHARD ROFE ARE PARTICIPANTS IN A SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ART TECHNOLOGY GROUP, INC. FOR USE FOR USE AT ITS SPECIAL MEETING SCHEDULED
TO BE HELD ON OCTOBER 22, 2004. INFORMATION RELATING TO THESE PARTICIPANTS AND
CERTAIN OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2004. A COPY OF
THAT PRELIMINARY PROXY STATEMENT IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV/.
SHAREHOLDERS OF ART TECHNOLOGY GROUP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND THE OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC AND THE OTHER PARTICIPANTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE. IN ADDITION, YOU MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BY CONTACTING INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 (BANKS AND BROKERS CALL COLLECT AT
(212) 750-5833).
SAVE ATG
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Home Rationale SEC Filings News Contact
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CONTACT INFORMATION
JAMES H. DENNEDY
Mitchell-Wright Technology Group LLC
8060 Montgomery Road, Suite 205
Cincinnati, OH 45236
Tel: (513) 515-3885
ELLEN GONDA
Brunswick Group LLC
135 East 57th Street, 19th Floor
New York, NY 10022
Tel: (212) 333-3810
Fax: (212) 333-3811
ARTHUR B. CROZIER
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Tel: (888) 750-5834
Fax (212) 750-5799
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MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC, MITCHELL-WRIGHT, LLC, SSH PARTNERS I, LP,
ARCADIA PARTNERS, L.P., ARCADIA CAPITAL MANAGEMENT, LLC, JAMES DENNEDY AND
RICHARD ROFE ARE PARTICIPANTS IN A SOLICITATION OF PROXIES FROM THE SHAREHOLDERS
OF ART TECHNOLOGY GROUP, INC. FOR USE FOR USE AT ITS SPECIAL MEETING SCHEDULED
TO BE HELD ON OCTOBER 22, 2004. INFORMATION RELATING TO THESE PARTICIPANTS AND
CERTAIN OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2004. A COPY OF
THAT PRELIMINARY PROXY STATEMENT IS CURRENTLY AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV/.
SHAREHOLDERS OF ART TECHNOLOGY GROUP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND THE OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MITCHELL-WRIGHT TECHNOLOGY GROUP, LLC AND THE OTHER PARTICIPANTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE. IN ADDITION, YOU MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BY CONTACTING INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 (BANKS AND BROKERS CALL COLLECT AT
(212) 750-5833).