Aaon Inc – ‘PRER14A’ on 4/16/99

As of:  Friday, 4/16/99   ·   Accession #:  950134-99-3028   ·   File #:  0-18953

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Statement                   35    154K 

Document Table of Contents

PRER14A
1st Page of 35
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                              PRELIMINARY COPIES

SCHEDULE 14A
 Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only (as permitted by               
Rule 14a-6(e)(2))                                                       
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Addition Materials                                               
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 

AAON, INC.
    ----------------------------------------------------------------------------
(Name of Registrant as specified in Its Charter)

    ----------------------------------------------------------------------------
 (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)(4) 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:                                                    

             -------------------------------------------------------------------

PRER14A
2nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 2nd

                                                              PRELIMINARY COPIES

AAON, INC.
2425 South Yukon
 Tulsa, Oklahoma 74107
 Telephone: (918) 583-2266
Telecopier: (918) 583-6094

Dear Stockholder:                                                               

You are cordially invited to attend the Annual Meeting of Stockholders of 
AAON, Inc. on Tuesday, May 25, 1999, at 10:00 A.M. (Local Time). The meeting    
will be held at the Company's offices, 2425 South Yukon, Tulsa, Oklahoma 74107. 
Your Board of Directors and management look forward to greeting those           
stockholders able to attend in person.                                          

 IMPORTANT

 As you may be aware, AAON has reported record earnings and revenues for the
past year. This excellent performance is the result of your Board of Directors  
and management working together effectively and harmoniously as a team.         

Despite this achievement, a dissident stockholder, Bay Harbour Management,
L.C. ("Bay Harbour"), is attempting to elect its own nominees to your Company's 
Board and replace two of AAON's long-standing directors. BAY HARBOUR HAS        
INDICATED THAT IT MAY SEEK TO NOMINATE ADDITIONAL DIRECTORS NEXT YEAR, WHICH    
COULD ENABLE IT TO GAIN CONTROL OF YOUR BOARD AND YOUR COMPANY. Bay Harbour is  
also attempting to pass certain proposals at the Annual Meeting which we believe
are designed to make it easier for Bay Harbour to gain control of your Board.   

We urge you to reject Bay Harbour's efforts and to support your current   
Board's nominees by signing and returning your Board's WHITE proxy card. DO NOT 
RETURN ANY PROXY CARD SENT TO YOU BY BAY HARBOUR. Since only your latest dated  
proxy counts, please make certain that the latest dated card you send in is the 
Board's WHITE proxy card.                                                       

We believe that AAON has really begun to reap the harvest of the seeds    
planted over the past few years. Our performance and long-term potential are now
beginning to be reflected in our stock price as well. IN 1998, AAON'S STOCK     
PRICE INCREASED 23.14% (FROM $7 9/16 TO $9 5/16) WHILE THE RUSSELL 2000 INDEX,  
WHICH IS A BROAD INDEX THAT INCLUDES MANY SMALLER CAPITALIZATION STOCKS,        
DECREASED BY 3.45%. IN THE FIRST QUARTER OF 1999, AAON STOCK INCREASED BY 18.12%
(FROM $9 5/16 TO $11) WHILE THE RUSSELL 2000 INDEX DECREASED BY 5.77%.          

FURTHERMORE, BETWEEN JANUARY 1, 1998 AND MARCH 31, 1999, AAON STOCK HAS   
OUTPERFORMED THE S&P 500 INDEX, WHICH CONSISTS OF LARGE CAPITALIZATION STOCKS.  
WE CONSIDER THIS A SIGNIFICANT ACHIEVEMENT AT A TIME WHEN MOST SMALL CAP STOCKS 
ARE OUT OF FAVOR IN THE MARKETPLACE.                                            

HELP US PROTECT THE FUTURE
OF YOUR INVESTMENT

 Your Board and management are bullish on the future of AAON. As we continue
to implement the steps necessary to maintain both sales and earnings growth, we 
look forward to attracting increased favorable attention from the investment    
community, particularly from those who share our view of the long-term potential
of AAON stock.                                                                  

PRER14A
3rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 3rd

                                                              PRELIMINARY COPIES

   Your Board of Directors is willing to consider the views of all stockholders.
We do not believe, however, that Bay Harbour's nominees - neither of whom has   
indicated any experience in AAON's line of business - will add anything positive
to your Company's Board. In fact, in light of their threat to gain control of   
your Board next year, we believe that their presence as directors would be      
extremely disruptive and would hurt, not help, your Company's efforts to enhance
shareholder value.                                                              

   We believe it is in your best interests to elect your Board's two nominees by
signing and returning the enclosed WHITE proxy card. On behalf of the Board of  
Directors, thank you for your continued support.                                

                                        Sincerely,

April ___, 1999                                        Norman H. Asbjornson     
                                       President

PRER14A
4th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 4th

                                                              PRELIMINARY COPIES

AAON, INC.
2425 South Yukon
 Tulsa, Oklahoma 74107
 Telephone: (918) 583-2266
Telecopier: (918) 583-6094

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999

         Notice is hereby given that the Annual Meeting of Stockholders of AAON,
Inc. (the "Company"), will be held at the Company's offices, 2425 South Yukon,  
Tulsa, Oklahoma 74107, on Tuesday, May 25, 1999, at 10:00 A.M. (Local Time), for
the following purposes:                                                         

    1.       To elect two Class II Directors for terms ending in 2002;

     2.       To act upon a proposal to amend the Company's Stock Option
                 Plan (a) to increase the number of shares covered by the Plan
                 from 1,000,000 to 1,300,000, (b) to authorize consultants, as
                 well as employees and directors, to receive options under the
              Plan and (c) to extend the term of the Plan with regard to
               non-qualified options granted thereunder to March 11, 2012;

    3.       To act upon a proposal to amend the Company's Articles of
                 Incorporation to limit the personal liability of directors to
                  the Company and its stockholders in accordance with the Nevada
General Corporation Law; and                

      4.       To transact such other business as may properly come before
           the meeting or any adjournment or postponement thereof.

       Only holders of the Company's common stock, par value $.004 per share
(the "Common Stock"), of record on March 29, 1999 are entitled to notice of, and
to vote at, the meeting or any adjournment(s) or postponement(s) thereof. At the
record date for determination of stockholders entitled to vote at the meeting or
any adjournment(s) or postponement(s) thereof, 6,225,449 shares of Common Stock 
were issued and outstanding.                                                    

        WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO FILL OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE        
ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.   
PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS        
REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED  
IN FURTHER COMMUNICATION.                                                       

                                        By Order of the Board of Directors

                          John B. Johnson, Jr.
April ___, 1999                            Secretary                            

PRER14A
5th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 5th

                                                              PRELIMINARY COPIES

AAON, INC.
2425 South Yukon
 Tulsa, Oklahoma 74107
 Telephone: (918) 583-2266
Telecopier: (918) 583-6094

 PROXY STATEMENT

         This Proxy Statement is furnished to holders of common stock, par value
$.004 per share (the "Common Stock"), of AAON, Inc., a Nevada corporation (the  
"Company"), in connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Stockholders of the      
Company to be held on May 25, 1999 (the "Annual Meeting"), at the time and place
set forth in the Notice of Annual Meeting accompanying this Proxy Statement.    

     This Proxy Statement, the Notice of Annual Meeting and accompanying
white proxy card, as well as the Company's 1998 Annual Report (which includes   
the Company's Annual Report on Form 10-K for the year ended December 31, 1998), 
are first being mailed to stockholders approximately April 16, 1999.            

        THE BOARD URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE WHITE PROXY
CARD ENCLOSED IN THE ACCOMPANYING ENVELOPE, WHICH IS POSTAGE-PAID IF MAILED IN  
THE UNITED STATES TO 2425 SOUTH YUKON, TULSA, OKLAHOMA 74107, ATTENTION:        
CORPORATE SECRETARY.                                                            

         IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
ONLY THEY CAN VOTE YOUR SHARES AND ONLY UPON YOUR SPECIFIC INSTRUCTIONS. PLEASE 
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM OR HER TO VOTE 
THE WHITE PROXY CARD AS SOON AS POSSIBLE.                                       

     If you have any questions or need further assistance in voting your
shares, please call:                                                            

BEACON HILL PARTNERS, INC.
 90 Broad Street
New York, New York 10004
 Toll Free Telephone: (800) 755-5001

VOTING MATTERS

    Only holders of record of Common Stock (the "Stockholders") at the
close of business on March 29, 1999 (the "Record Date") will be entitled to     
notice of, and to vote at, the Annual Meeting. On the Record Date, there were   
outstanding 6,225,449 shares of Common Stock. Each share of Common Stock is     
entitled to one vote for each director to be elected and upon all other matters 
to be brought to a vote by the Stockholders at the Annual Meeting.              

        Shares of Common Stock represented by each proxy, if properly executed
and returned to the Company prior to the Annual Meeting, will be voted as       
directed, but, if not otherwise specified, will be voted for the election of the
two nominees for Director, for the approval of the amendments to the Stock      
Option Plan and for the amendment of the Company's Articles of Incorporation,   
all as recommended by the Board of Directors.                                   

PRER14A
6th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 6th

                                                              PRELIMINARY COPIES

         On March 12, 1999, the Company received written notice that Bay Harbour
Management, L.C. ("Bay Harbour") intends to nominate two persons for election to
the Company's Board of Directors and to propose certain amendments to the Bylaws
of the Company. See "Stockholder Notice of Intent to Present Proposals" below.  
The persons named in the enclosed white proxy will use their discretionary      
authority to vote against any proposals properly brought by Bay Harbour or its  
affiliates or associates before the Annual Meeting. The Board of Directors knows
of no other business to be presented at the Annual Meeting other than as        
described herein. If any other business is properly presented, the persons named
in the enclosed white proxy have authority to vote on such matters in accordance
with such persons' discretion.                                                  

        A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked (i) by filing with the Company (at   
the address indicated above) at or before the Annual Meeting a written notice of
revocation bearing a later date than the proxy, (ii) by duly executing a        
subsequent proxy bearing a later date than the proxy relating to the same shares
of Common Stock or (iii) by attending the Annual Meeting and voting in person   
(although attendance at the meeting will not in itself constitute such          
revocation).                                                                    

        If the Annual Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Annual Meeting all proxies will be voted in the   
same manner as such proxies would have been voted at the original convening of  
the Annual Meeting (except for proxies which have theretofore effectively been  
revoked or withdrawn).                                                          

  Brokers holding shares of record for customers generally are not
entitled to vote on certain matters unless they receive voting instructions from
their customers. As used herein, "broker non-votes" means the votes that could  
have been cast on the matter in question by brokers with respect to uninstructed
shares if the brokers had received their customers' instructions. As used       
herein, "uninstructed shares" means shares held by a broker who has not received
instructions from its customers on such matters and the broker has so notified  
the Company on a proxy form in accordance with industry practice or has         
otherwise advised the Company that it lacks voting authority.                   

       The presence at the Annual Meeting, whether in person or by proxy, of
the holders of at least thirty-three and one-third percent (33 1/3%) of the     
outstanding shares of Common Stock entitled to vote thereat constitutes a quorum
for the transaction of business. For purposes of the quorum, in accordance with 
Nevada law, Stockholders of record who are present at the meeting in person or  
by proxy and who abstain, including broker non-votes, are considered            
Stockholders who are present and entitled to vote and they count toward the     
quorum. Directors are elected by a plurality vote and the two nominees who      
receive the most votes will be elected. Therefore, in the election of Directors,
abstentions and broker non-votes will not affect the outcome of the election.   
Approval of the amendments to the Stock Option Plan and approval of the         
amendment to the Articles of Incorporation must receive the affirmative vote of 
the majority of the shares entitled to vote. In accordance with Nevada law,     
uninstructed shares are not entitled to vote on these matters, and therefore    
abstentions and broker non-votes have the effect of a negative vote.            

       The solicitation of proxies in the enclosed form is made on behalf of
the Company's Board of Directors. The Company will bear all costs of this proxy 
solicitation. While no precise estimate of the cost can be made at the present  
time, the Company currently estimates that it will spend less than $125,000, of 
which we estimate that less than $75,000 has been incurred to date, for its     
solicitation of proxies, including fees for attorneys, accountants, pubic       
relations or financial advisers, solicitors, advertising, printing,             
transportation, litigation and other costs incidental to the solicitation. In   
addition to soliciting proxies by mail, directors of the Company, without       
receiving additional compensation, may solicit proxies by telephone, by other   
available media or in person. Arrangements will also be made with               

 -2-

PRER14A
7th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 7th

                                                              PRELIMINARY COPIES

brokerage firms and other custodians, nominees and fiduciaries to forward       
solicitation materials to the beneficial owners of shares of the Common Stock,  
and the Company will reimburse such brokerage firms and other custodians,       
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them 
in connection with forwarding such materials. The Company has retained the      
services of Beacon Hill Partners, Inc., a proxy solicitation firm, for          
assistance in connection with the Annual Meeting and other advisory services at 
an estimated cost of approximately $32,500 plus reimbursement of reasonable     
out-of-pocket expenses. The Company also has agreed to indemnify Beacon Hill    
Partners, Inc. against certain liabilities and expenses. The Company estimates  
that approximately 20 employees of Beacon Hill Partners, Inc. will be involved  
in the solicitation of proxies on behalf of the Company.                        

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

    The following table sets forth as of March 29, 1999, the aggregate
number of shares of Common Stock of the Company owned by each person or group   
known by the Company to be the beneficial owner of more than 5% of the Company's
Common Stock:                                                                   

                                                                [Download Table]

                                                                 Percent   
         Name and Address                  Number of Shares         of     
        of Beneficial Owner                      Owned            Class    
---------------------------------------  --------------------  ------------
                                                                           
Norman H. Asbjornson                           1,125(1)6           17.9    
2425 South Yukon                                                           
Tulsa, Oklahoma 74107                                                      

Bay Harbour Management, L.C.                   907,3(2)            14.6    
Tower Investment Group, Inc.                                               
Steven A. Van Dyke                                                         
777 South Harbour Island Blvd.                                             
Suite 270                                                                  
Tampa, Florida 33602                                                       
and                                                                        
Douglas P. Teitelbaum                                                      
885 Third Avenue                                                           
34th Floor                                                                 
New York, New York 10022                                                   

--------------------------                                                      

(1)      Includes 71,000 shares issuable upon the exercise of stock options that
    are exercisable within 60 days. Mr. Asbjornson has sole voting and
         investment powers with respect to all shares beneficially owned by him,
        except for 4,917 shares held by his IRA account and 1,772 shares under
the Company's 401(k) plan.                                    

(2)      The number of shares owned by this "group" [as that term is used in    
         Section 13(d)(3) of the Securities Exchange Act of 1934, as amended] is
   based on disclosure in their Form 4 filed with the Securities and
     Exchange Commission on April 8, 1999. Based on the Schedule 13D, as
      amended, filed with the Securities and Exchange Commission, the four
      members of this group have shared voting and dispositive powers with
respect to all shares beneficially owned by them.             

 -3-

PRER14A
8th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 8th

                                                              PRELIMINARY COPIES

    The following table sets forth as of March 29, 1999, the aggregate
number of shares of Common Stock of the Company owned of record or beneficially 
by each director and nominee for director and each officer whose 1998 salary and
bonus exceeded $100,000 ("Executive Officers"), and for all such officers and   
directors as a group:                                                           

                                                                [Download Table]

                                                                     Percent   
Name and Address of each Executive Officer    Number of Shares          of     
      and Names of Other Directors                Owned (1)           Class    
------------------------------------------  --------------------   ------------
                                                                               
Norman H. Asbjornson (2)                        1,125,226 (4)          17.9    
2425 South Yukon                                                               
Tulsa, Oklahoma 74107                                                          

Robert G. Fergus (3)                              108,333 (5)           1.7    
2425 South Yukon                                                               
Tulsa, Oklahoma  74107                                                         

William A. Bowen                                  186,910 (6)(7)        3.0    

John B. Johnson, Jr.                               95,000 (6)(8)        1.5    

Joseph M. Klein                                    27,500 (9)           (13)   

Thomas E. Naugle                                   47,690               (13)   

Anthony Pantaleoni                                230,869 (6)(10)       3.7    

Charles C. Stephenson, Jr.                        233,888 (11)          3.7    

Executive Officers and all directors                                           
  as a group (8 persons)                        2,055,416 (12)         31.4    

-------------------------                                                       

(1)      All shares are held beneficially and of record and the owner has sole  
       voting and investment power with respect thereto, except as otherwise
noted.                                                        

(2)      Mr. Asbjornson is a director and Executive Officer.                    

(3)      Mr. Fergus is an Executive Officer of the Company.                     

(4)      Includes 71,000 shares issuable upon the exercise of stock options that
    are exercisable within 60 days. Mr. Asbjornson has sole voting and
         investment powers with respect to all shares beneficially owned by him,
        except for 4,917 shares held by his IRA account and 1,772 shares under
the Company's 401(k) plan.                                    

(5)      Includes 27,500 shares issuable upon the exercise of stock options that
     are exercisable within 60 days and 1,403 shares under the Company's
401(k) plan.                                                  

(6)      Includes 55,000 shares issuable upon the exercise of stock options that
are exercisable within 60 days.                               

(7)      Includes 10,525 shares held by Mr. Bowen's IRA account and 761 shares  
under the Company's 401(k) plan.                              

(8)      Includes 40,000 shares held for the account of Mr. Johnson under a     
broker-administered retirement plan.                          

(9)      These shares are issuable upon the exercise of stock options that are  
exercisable within 60 days                                    

(10)     Includes a total of 40,136 shares held by two trusts for the benefit of
children of Mr. Pantaleoni, of which his wife is the trustee. 

(11)     Includes 27,500 shares issuable upon the exercise of stock options that
are exercisable within 60 days.                               

(12)     Includes 318,500 shares issuable upon the exercise of stock options    
   that are exercisable within 60 days by all Executive Officers and
directors.                                                    

(13)     Less than 1%.                                                          

 -4-

PRER14A
9th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 9th

                                                              PRELIMINARY COPIES

PROPOSAL ONE - ELECTION OF DIRECTORS

GENERAL                                                                         

        The Board of Directors of the Company currently has seven members. The
Company's Bylaws, as amended (the "Bylaws"), divide the Board of Directors into 
three classes having staggered terms of three years each, with Classes II, III  
and I having terms expiring at the Annual Meeting of Stockholders in 1999, 2000 
and 2001, respectively. The Company's Bylaws, as amended, provides that a       
stockholder may nominate a director for election at an annual meeting if written
notice is given to the Company not less than 60 and not more than 90 days in    
advance of the anniversary date of the immediately preceding annual meeting.    

    It is intended that the names of the nominees listed below will be
placed in nomination and that the persons named in the proxy will vote for their
election. Each nominee has consented to being named in this Proxy Statement and 
to serve if elected. If any nominee becomes unavailable for any reason, the     
shares represented by the proxies will be voted for such person, if any, as may 
be designated by the Board of Directors. However, management has no reason to   
believe that any nominee will be unavailable.                                   

NOMINEES                                                                        

 CLASS II - TERM TO EXPIRE IN 2002

                                                        [Enlarge/Download Table]

NAME                                         AGE  CURRENT POSITION                   
----                                         ---  ----------------                   
                                                                                     
William A. Bowen............................ 69   Vice President-Finance and Director
Anthony Pantaleoni.......................... 59   Director                           

DIRECTORS CONTINUING IN OFFICE                                                  

 CLASS III -- TERM TO EXPIRE IN 2000

                                                                [Download Table]

NAME                                         AGE  CURRENT POSITION                 
----                                         ---  ----------------                 
                                                                                   
Norman H. Asbjornson........................ 63   President, Treasurer and Director
John B. Johnson, Jr......................... 65   Secretary and Director           
Charles C. Stephenson, Jr................... 62   Director                         

 CLASS I -- TERM TO EXPIRE IN 2001

                                                                [Download Table]

NAME                                            AGE    CURRENT POSITION
----                                            ---    ----------------
                                                                       
Joseph M. Klein.............................    67     Director        
Thomas E. Naugle............................    60     Director        

 -5-

PRER14A
10th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 10th

                                                              PRELIMINARY COPIES

BIOGRAPHICAL INFORMATION                                                        

   Set forth below is a description of the background of each of the
executive officers and directors and nominees for directors of the Company.     

   Norman H. Asbjornson has served as President and Treasurer of the
Company since June 16, 1989. He has served as a director of the Company since 
1989 and currently serves in the class of directors                           
whose terms expire at the 2000 annual meeting of stockholders. Mr. Asbjornson   
also serves as the President and Treasurer of AAON, Inc., an Oklahoma           
corporation and a wholly-owned subsidiary of the Company ("AAON-Oklahoma") and  
AAON-Coil Products, Inc., a wholly-owned subsidiary of the Company ("ACP").     

      William A. Bowen has served as Vice President-Finance of the Company
since July 27, 1989. He has served as a director of the Company since 1989 and  
currently serves in the class of directors whose terms expire at the 1999 annual
meeting of stockholders. Mr. Bowen also serves as the Vice President- Finance of
AAON-Oklahoma. From 1987 to 1998, Mr. Bowen also was engaged in financial       
consulting in Tulsa, Oklahoma.                                                  

         Robert G. Fergus has served as Vice President of the Company since June
16, 1989. Mr. Fergus also serves as Vice President of AAON-Oklahoma.            

        John B. Johnson, Jr. has served as Secretary of the Company since June
16, 1989. He has served as a director of the Company since 1989 and currently   
serves in the class of directors whose terms expire at the 2000 annual meeting  
of stockholders. Mr. Johnson also serves as the Secretary of AAON-Oklahoma and  
ACP. Mr. Johnson has been engaged in the private practice of law in Tulsa,      
Oklahoma since 1961 and is a member of the firm of Johnson, Allen, Jones &      
Dornblaser, which serves as General Counsel to the Company.                     

        Joseph M. Klein has served as a director of the Company since 1996 and
currently serves in the class of directors whose terms expire at the 2001 annual
meeting of stockholders. Since 1974, Mr. Klein has served as President of CCI   
Corporation, the business of which is truck parts sales and service and original
equipment manufacture of heavy duty trucks.                                     

         Thomas E. Naugle has served as a director of the Company since 1998 and
currently serves in the class of directors whose terms expire at the 2001 annual
meeting of stockholders. Since 1984, Mr. Naugle has served as Chairman of the   
Board of Directors of Barrett Trailers, Inc., a manufacturer of trailers. From  
1985 to present, he has served as Chairman of the Board of Directors and/or     
President of Naugle & Co., a company engaged in the business of investments.    
From 1986 to 1996, Mr. Naugle was Chairman of the Board of Directors of Tulsa   
Winch, Inc., a manufacturer of winches. From 1992 to 1996, he served as         
President of Hanner, Inc., an equipment leasing company.                        

       Anthony Pantaleoni has served as a director of the Company since 1989
and currently serves in the class of directors whose terms expire at the 1999   
annual meeting of stockholders. Since 1970, Mr. Pantaleoni has been a partner of
Fulbright & Jaworski L.L.P. or a predecessor firm in New York, New York. He also
serves as a member of the Board of Directors of Universal Health Services, Inc.,
a publicly held hospital chain, and Westwood Corporation, a publicly held       
defense contractor.                                                             

    Charles C. Stephenson, Jr. has served as a director of the Company
since 1996 and currently serves in the class of directors whose terms expire at 
the 2000 annual meeting of stockholders. Since 1987,                            

 -6-

PRER14A
11th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 11th

                                                              PRELIMINARY COPIES

Mr. Stephenson has served as Chairman of the Board of Directors of Vintage      
Petroleum, Inc., a publicly held company engaged in oil and gas production and  
exploration.                                                                    

   The affirmative vote of a plurality of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting is required to  
elect the nominees for director named above.                                    

        The Board of Directors recommends that Stockholders vote FOR each of
the Company's nominees for Directors.                                           

PROPOSAL TWO - TO APPROVE AMENDMENTS
OF THE COMPANY'S STOCK OPTION PLAN

   In 1992, the Company adopted a Stock Option Plan (the "Plan") for
certain of its directors, officers and employees, and the Plan has since been   
amended several times. On February 18, 1999, the Company's Board of Directors   
approved, subject to approval by the Stockholders, further amendments to the    
Plan, which amendments would, if adopted, (i) increase the number of shares of  
Common Stock subject to the Plan from 1,000,000 to 1,300,000; (ii) authorize    
consultants, as well as employees and directors, to receive options under the   
Plan; and (iii) extend the term of the Plan with regard to non-qualified options
granted thereunder to March 11, 2012.                                           

       As of March 29, 1999, outstanding options under the Plan were held by
75 persons, eight of whom are directors and/or officers, 67 of whom are         
employees only and one of whom is a non-employee consultant (granted on January 
11, 1999, for 20,000 shares at $9.875 per share, subject to Stockholder approval
of the Plan amendment authorizing grants to consultants), for a total of 735,875
total shares, leaving 110,250 shares (410,250 shares if the 300,000 share       
increase is approved) for options to be granted in the future (153,875 shares   
having been issued upon exercise of options).                                   

         As of March 29, 1999, eight directors and/or officers and less than 100
other employees were eligible to participate in the Plan. In addition, if the   
proposed amendments to the Plan are approved by the Stockholders, then one      
consultant will be eligible to participate in the Plan.                         

    The affirmative vote of the holders of a majority of the shares of
Common Stock entitled to vote on the matter is required for approval of the     
proposed amendments of the Plan.                                                

The Board of Directors recommends that Stockholders vote FOR approval of the    
proposed Plan amendments.                                                       

      A summary of the material provisions of the Plan, as amended, is set
forth below. The statements herein concerning the terms and provisions of the   
proposed amendments are summaries only and are qualified in their entirety by   
reference to the full text of the amendments, a copy of which is attached hereto
as Appendix A.                                                                  

   Purpose and Eligibility. The purpose of the Plan is to enable the
Company and the Stockholders to secure the benefits of common stock ownership,  
or increased ownership, by key personnel of the Company and its subsidiaries.   
The Board believes that the granting of options under the Plan has fostered and 
will continue to enhance the Company's ability to attract, retain and motivate  
those individuals who will be largely responsible for the ongoing profitability 
and long-term future growth of the Company.                                     

 -7-

PRER14A
12th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 12th

                                                              PRELIMINARY COPIES

        Key employees of the Company or its subsidiary corporations (including
officers or directors who are employees), directors (including non-employee     
directors) and consultants are eligible to receive grants under the Plan at the 
discretion of the Committee (defined below).                                    

       Term of the Plan. The Plan became effective as of March 11, 1992, the
date on which it was originally adopted by the Board. The Plan will terminate on
March 11, 2002, with regard to any Incentive Stock Options (defined below)      
granted thereunder, and on March 11, 2012 with regard to non-qualified options  
granted thereunder; unless sooner terminated by the Board. The rights of        
optionees under the options outstanding at the time of the termination of the   
Plan will not be affected solely by reason of the termination and will continue 
in accordance with the terms of the option as then in effect or thereafter      
amended.                                                                        

         Grants of Options. Subject to the provisions of the Plan, the Committee
may grant options under the Plan, determine the number of shares covered by each
such option and establish the terms and conditions thereof, including, without  
limitation, exercise price and restrictions on exercisability of the option or  
on the shares of Common Stock issued upon exercise thereof and whether or not   
the option is to be treated as an incentive stock option (an "Incentive Stock   
Option") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").                                                        

        It is not possible to state the individuals who will receive grants of
stock options under the Plan in the future, nor the amount of options which will
be granted thereunder (except for the grant of the option to a consultant of the
Company for 20,000 shares at $9.875 per share, subject to Stockholder approval).
The following table provides information with respect to options granted under  
the Plan through March 29, 1999.                                                

                                                        [Enlarge/Download Table]

                  Name and Position                               Number of Options Granted   
-------------------------------------------------------------  -------------------------------
                                                                                              
Norman H. Asbjornson, President, Treasurer and Director                  155,000              
Robert G. Fergus, Vice President                                          27,500              
William A. Bowen, Vice President-Finance and Director                     55,000              
John B. Johnson, Jr., Secretary and Director                              55,000              
Joseph M. Klein, Director                                                 27,500              
Thomas E. Naugle, Director                                                27,500              
Anthony Pantaleoni, Director                                              55,000              
Charles C. Stephenson, Jr., Director                                      27,500              
All other employees as a group (67 persons)                              285,875              

         Administration. The Plan is administered by a committee of at least two
members of the Board of Directors appointed by the Board (the "Committee"). The 
current Committee members are John B. Johnson, Jr., Joseph M. Klein and Anthony 
Pantaleoni, none of whom is an employee of the Company.                         

         Option Agreements. Each option granted under the Plan is required to be
evidenced by a written agreement in a form approved by the Committee. Each such 
option is subject to the terms and conditions set forth in the option agreement 
and the Plan.                                                                   

 -8-

PRER14A
13th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 13th

                                                              PRELIMINARY COPIES

       Option Price. In the case of an option that is not an Incentive Stock
Option, the exercise price must be not less than 85% of the fair market value   
(determined under the Plan) of a share of Common Stock on the date of grant. In 
the case of an Incentive Stock Option, the exercise price must be not less than 
100% (110% for a "ten percent shareholder") of the fair market value of a share 
of Common Stock on the date of grant. On March 29, 1999, the closing price of   
the Company's Common Stock on the Nasdaq National Market was $11.00.            

Exercises of Options. The period during which an option may be
exercised is fixed by the Committee and may not exceed 10 years from the date of
grant (five years in the case of an Incentive Stock Option granted to a "ten    
percent shareholder"). No option is exercisable unless the person to whom the   
option was granted remains in the continuous employment or service of the       
Company or a subsidiary for at least one year from the date the option is       
granted. Subject to earlier termination of the option as provided therein,      
unless the Committee determines otherwise, the option becomes exercisable in    
accordance with the following schedule based upon the number of full years of   
the optionee's continuous employment or service with the Company or a subsidiary
following the date of grant:                                                    

                                                        [Enlarge/Download Table]

   Full Years of Continuous                                                                 
      Employment/Service             Incremental Percentage of     Cumulative Percentage    
    Following Date of Grant            Option Exercisable          of Option Exercisable    
-------------------------------- ------------------------------- ---------------------------
                                                                                            
          Less than 1                           0%                             0%           
               1                               20%                            20%           
               2                               20%                            40%           
               3                               20%                            60%           
               4                               20%                            80%           
           5 or more                           20%                           100%           

         All options granted to directors and the option granted to a consultant
on January 11, 1999, become fully exercisable after a one-year waiting period.  

  An option may be exercised by transmitting to the Company: (i) a
written notice specifying the number of shares to be purchased; and (ii) payment
in full of the purchase price, together with the amount, if any, deemed         
necessary by the Committee to enable the Company to satisfy its income tax      
withholding obligations with respect to such exercise. The purchase price of    
shares of Common Stock acquired pursuant to the exercise of an option granted   
under the Plan is payable in cash and/or such other form of payment as may be   
permitted under the option agreement, including, without limitation,            
previously-owned shares of Common Stock. The Committee may permit the payment of
all or a portion of the purchase price in installments (together with interest) 
over a period of not more than five years.                                      

 Transferability of Options. No option granted under the Plan is
assignable or transferable except by will and/or by the laws of descent and     
distribution; and each such option is exercisable during the optionee's lifetime
only by him or her.                                                             

         Termination of Employment or Other Service. If an employee ceases to be
employed by the Company for any reason other than death or disability (as       
defined in the Plan), then each outstanding option granted to him or her under  
the Plan will terminate no later than the date that is three months after the   
date of termination of employment. Options granted to directors or consultants  
will terminate on the first anniversary of the date on which the director or    
consultant, as the case may be, ceases to perform services for the Company. If  
an optionee's employment or service is terminated by reason of the optionee's   
death or disability (or if the optionee's employment or service is terminated by
reason of his                                                                   

 -9-

PRER14A
14th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 14th

                                                              PRELIMINARY COPIES

or her disability and the optionee dies within one year after such termination  
of employment or service), then each outstanding option granted to the optionee 
under the Plan will terminate no later than the date that is one year after the 
death of the disabled optionee.                                                 

  Adjustments. The Plan provides that the maximum number of shares
issuable under the Plan as a whole and to each participant individually, the    
number of shares issuable upon exercise of outstanding stock options, and the   
exercise prices of such options are subject to such adjustments as are          
appropriate to reflect any stock dividend, stock split, share combination, sale 
of assets, merger, consolidation, reorganization or recapitalization. Upon the  
dissolution or liquidation of the Company, or upon a reorganization, merger or  
consolidation of the Company as a result of which the outstanding securities of 
the class then subject to options thereunder are changed into or exchanged for  
cash or property or securities not of the Company's issue, the Plan will        
terminate and all options theretofore granted thereunder will terminate, unless 
provision is made for the assumption of such options or the substitution for    
such options with options covering the stock of a successor employer            
corporation, with appropriate adjustments as to the number and kind of shares   
and prices. If the unexercised options will terminate pursuant to the foregoing 
sentence, all persons entitled to exercise any unexercised portions of options  
then outstanding will have the right, within a reasonable period of time prior  
to the consummation of the transaction causing such termination, to exercise    
(or, in the sole discretion of the Board of Directors, to receive other         
consideration for) the unexercised portions of their options, including, if the 
Board so determines, the portions thereof which would, but for this paragraph,  
not yet be exercisable.                                                         

         Amendment and Termination of the Plan. The Board of Directors may amend
or terminate the Plan. Except as otherwise provided in the Plan with respect to 
equity changes, any amendment which would increase the aggregate number of      
shares of Common Stock as to which options may be granted under the Plan,       
materially increase the benefits under the Plan, or modify the class of persons 
eligible to receive options under the Plan is subject to the approval of the    
holders of a majority of the Common Stock issued and outstanding. No amendment  
or termination may adversely affect any outstanding option without the written  
consent of the optionee.                                                        

Certain Federal Tax Consequences.                             

                 Withholding. Withholding of federal taxes at applicable rates
will be required in connection with any ordinary income realized by optionees by
reason of the exercise of options granted pursuant to the Plan. Optionees must  
pay such taxes to the Company in cash or Common Stock prior to the receipt of   
any Common Stock certificate.                                                   

                Non-qualified Stock Options. The granting of a non-qualified
stock option will not result in federal income tax consequences to either the   
Company or the optionee. Upon exercise of a non-qualified stock option, the     
optionee will recognize ordinary income in an amount equal to the difference    
between the fair market value of the shares on the date of exercise and the     
exercise price, and the Company will be entitled to a corresponding deduction.  
Any appreciation (or depreciation) after the date of exercise will be treated as
either short-term or long-term capital gain or loss, depending upon the length  
of time that the optionee has held the shares.                                  

          Incentive Stock Options. In general, no income will be
recognized by an optionee and no deduction will be allowed to the Company at the
time of the grant or exercise of an incentive stock option granted under the    
Plan. When the stock received on exercise of the option is sold, provided that  
the stock is held for more than two years from the date of grant of the option  
and more than one year from the date of exercise, the optionee will recognize   
long-term capital gain or loss equal to the difference between the amount       
realized and the exercise price of the option related to such stock. If these   
holding period                                                                  

-10-

PRER14A
15th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 15th

                                                              PRELIMINARY COPIES

requirements under the Code are not satisfied, the sale of stock received upon  
exercise of an incentive stock option is treated as a "disqualifying            
disposition", and the optionee must notify the Company in writing of the date   
and terms of the disqualifying disposition.                                     

        In general, the optionee will recognize at the time of a disqualifying
disposition ordinary income in an amount equal to the amount by which the lesser
of (i) the fair market value of the Common Stock on the date the incentive stock
option is exercised or (ii) the amount realized on such disqualifying           
disposition, exceeds the exercise price. The optionee will also recognize       
capital gain to the extent of any excess of the amount realized on such         
disqualifying disposition over the fair market value of the Common Stock on the 
date the incentive stock option is exercised (or capital loss to the extent of  
any excess of the exercise price over the amount realized on disposition). Any  
capital gain or loss recognized by the optionee will be long-term or short-term 
depending upon the holding period for the stock sold. The Company may claim a   
deduction at the time of the disqualifying disposition equal to the amount of   
the ordinary income recognized by the optionee.                                 

         Although an optionee will not realize ordinary income upon the exercise
of an incentive stock option, the excess of the fair market value of the shares 
acquired at the time of exercise over the option price is included in           
"alternative minimum taxable income" for purposes of calculating the optionee's 
alternative minimum tax, if any, pursuant to Section 55 of the Code.            

               Other Tax Matters. If unmatured installments of options are
accelerated as a result of a change of control (see "Adjustments" above), any   
amounts received from the exercise of a stock option may be included in         
determining whether or not an optionee has received an "excess parachute        
payment" under Section 280G of the Code, which could result in (i) the          
imposition of a 20% Federal excise tax (in addition to Federal income tax)      
payable by the optionee on the cash resulting from such exercise and (ii) the   
loss by the Company of a compensation deduction.                                

 PROPOSAL THREE - AMENDMENT TO
 THE ARTICLES OF INCORPORATION

    On February 18, 1999, the Board of Directors unanimously approved,
subject to the approval of the Stockholders, a proposed amendment to the        
Company's Articles of Incorporation (the "Proposed Amendment"), and recommended 
that the Proposed Amendment be submitted to the Stockholders for their approval 
at the Annual Meeting. The Proposed Amendment would limit the personal liability
of the Company's directors to the fullest extent permitted by the Nevada General
Corporation Law (the "NGCL").                                                   

       The Proposed Amendment is consistent with the NGCL which is designed,
among other things, to encourage qualified individuals to serve as directors of 
Nevada corporations by permitting such corporations to include in their articles
of incorporation a provision limiting or eliminating directors' personal        
liability for damages for breach of certain duties as a director or an officer. 
An amendment to the articles of incorporation approved by stockholders is       
required in order for a corporation to effectuate this limitation of liability. 
The affirmative vote of a majority of the Company's outstanding shares entitled 
to vote will be required for adoption of the Proposed Amendment. The text of the
Proposed Amendment is attached hereto as Appendix B. If approved by the         
Stockholders, the Amendment will be filed with the Secretary of State of the    
State of Nevada.                                                                

         In performing their duties, directors of a corporation are obligated to
exercise their business judgment and to act in good faith and with the degree of
care which an ordinarily prudent person in a like                               

-11-

PRER14A
16th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 16th

                                                              PRELIMINARY COPIES

position would apply under similar circumstances. Decisions by directors made on
an informed basis, in good faith and in the belief that the action taken is in  
the best interest of the corporation and its stockholders are generally         
protected by the so-called "business judgment rule," which is to the effect that
courts should not question the propriety of such decisions. However, because of 
the expense of defending lawsuits, the frequency with which unwarranted         
litigation is brought against directors and officers and the inevitable         
uncertainties as to the application of the business judgment rule to particular 
facts and circumstances, directors and officers of a corporation, as a practical
matter, rely on indemnity from, and insurance procured by, the corporation they 
serve for the payment of any such expenses or unforeseen liability. Moreover, it
is common practice for Nevada corporations to include the limitation of director
liability in their articles of incorporation in accordance with the NGCL.       

     The NGCL permits Nevada corporations, with stockholder approval, to
amend their articles of incorporation in order to eliminate or limit the        
personal liability of directors to a corporation and stockholders for damages   
arising for breaches of the director's duty as a director or an officer.        
However, the NGCL does not permit elimination or limitation of the liability of 
any director for (i) acts or omissions which involve intentional misconduct,    
fraud or a knowing violation of law or (ii) the payment of distributions in     
violation of the NGCL.                                                          

        The Proposed Amendment to the Company's Articles of Incorporation does
not reduce the fiduciary duty of a director; it eliminates monetary damage      
awards to the Company and the Stockholders arising from certain breaches of that
duty. It does not affect the availability of equitable remedies, such as the    
right to enjoin or rescind a transaction based upon a director's breach of      
fiduciary duty. Adoption of the amendment would not affect a director's         
liabilities for acts or failures to act prior to the time when the Proposed     
Amendment becomes effective.                                                    

        The Company's present directors are personally interested in, and will
personally benefit from, adoption of the Proposed Amendment, and such interest  
may conflict with the interest of Stockholders. However, the Company's Board of 
Directors believes that, by reducing the potential risks of personal liability  
to directors, the Proposed Amendment will enhance the Company's ability to      
continue to attract and retain highly qualified directors. The Board of         
Directors believes that the diligence and care exercised by directors stems     
primarily from their desire to act in the best interest of the Company and not  
from a fear of damage awards. Therefore, the Board of Directors believes that   
the level of care and diligence exercised by the directors will not be lessened 
by adoption of the Proposed Amendment.                                          

       If, after approval by the Stockholders of the Proposed Amendment, the
NGCL is amended to authorize corporate action further limiting the personal     
liability of directors, then the liability of a director of the Company would be
eliminated or limited to the fullest extent permitted by the NGCL, as so        
amended, without further amendment of the Proposed Amendment.                   

         The Board of Directors recommends that Stockholders vote FOR approval
of the Proposed Amendment.                                                      

-12-

PRER14A
17th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 17th

                                                              PRELIMINARY COPIES

 MEETINGS OF DIRECTORS AND AUDIT COMMITTEE

         The business of the Company is managed under the direction of the Board
of Directors. The Board meets to review significant developments affecting the  
Company and to act on matters requiring Board approval. It also holds special   
meetings when an important matter requires Board action between scheduled       
meetings. The Board of Directors met four times during 1998, and each Director  
participated in at least 75% of all Board and applicable committee meetings held
during the period, except for Mr. Stephenson.                                   

     The Board of Directors has established an audit committee to devote
attention to specific subjects and to assist it in the discharge of its         
responsibilities. The functions of the audit committee, its current members and 
the number of meetings held during 1998 are described below. The Board of       
Directors does not have a standing nominating or compensation committee;        
however, the Board of Directors does have a committee that administers the      
Company's Stock Option Plan. See "Proposal Two - To Approve Amendments of the   
Company's Stock Option Plan."                                                   

        The Audit Committee provides the opportunity for direct communications
between the independent public accountants and the Board of Directors. The Audit
Committee meets with the certified public accountants to review their           
effectiveness during the annual audit program and to discuss the Company's      
internal control policies and procedures. The members of the Audit Committee are
currently Messrs. Johnson, Klein and Pantaleoni. The Audit Committee met once   
during fiscal year 1998.                                                        

EXECUTIVE COMPENSATION

    Compensation. The following table sets forth information as to the
compensation of the Executive Officers of the Company whose annual salary and   
bonus has exceeded $100,000.                                                    

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                       Long-Term                     
                                                  Annual Compensation                 Compensation                   
                                     ----------------------------------------------- ----------------                
                                                                        Other          Securities                    
         Name and                                                       Annual         Underlying       All Other    
    Principal Position       Year        Salary          Bonus       Compensation     Options/SARs     Compensation  
-------------------------  --------  --------------   -----------  ----------------- ---------------- ---------------
                                                                                                                     
   Norman H. Asbjornson      1998       $132,000          $100            $1,729 (1)       70,000 (2)   $30,518 (3)  
        President                                                                                                    

                             1997       $132,000           -0-            $1,413 (1)       -0-          $25,564 (3)  
                             1996       $132,000           -0-              $739 (1)       -0-          $18,788 (3)  
     Robert G. Fergus        1998       $104,898          $100            $1,729 (1)       -0-          $ 4,254 (4)  
      Vice President                                                                                                 
                             1997       $103,500           -0-            $1,413 (1)       -0-          $ 3,182 (4)  
                             1996       $100,292           -0-              $739 (1)       -0-          $ 1,882 (4)  

--------------------                                                            

(1)      A per capita share, the same as all other eligible employees, of 10% of
the pre-tax profit of AAON-Oklahoma.                          

(2)      Granted under the Company's Stock Option Plan.                         

(3)      Includes (i) contribution to the Company's 401(k) plan by the Company  
      in the amounts of $1,993, $4,002 and $5,067 for the years 1996, 1997
    and 1998, respectively, and (ii) the estimated dollar value of the
         benefit to the executive officer from premiums paid by the Company on a
       reverse split dollar insurance policy on the life of the executive in
      the amounts of $16,795, $21,562 and $25,451 for the years 1996, 1997
and 1998, respectively.                                       

(4)      Contribution to the Company's 401(k) plan by the Company.              

      Stock Options. The following table sets forth information concerning
stock options granted during 1998 by the Company to the Executive Officers. No  
stock options were exercised by any Executive Officer, nor were any options held
by Executive Officers "repriced" during the past year.                          

-13-

PRER14A
18th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 18th

                                                              PRELIMINARY COPIES

OPTIONS/SARS GRANTED IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                                               % of Total                                                           
                              Securities      Options/SARs                                                          
                              Underlying       Granted to      Exercise or                                          
                             Options/SARs     Employees in    Base Price per                        Grant Date      
             Name              Granted         Fiscal Year        Share       Expiration Date     Present Value (3) 
-------------------------  ---------------  ----------------  -------------- -----------------  --------------------
                                                                                                                    
Norman H. Asbjornson            20,000             6.86           $7.625             (1)              $ 93,200      
Norman H. Asbjornson            50,000            17.15           $9.00              (2)              $175,000      

(1)      Exercisable at the rate of 20%, cumulative, per year after January 16, 
1999 (and until January 16, 2008).                            

(2)      Exercisable at the rate of 20%, cumulative, per year after December 28,
1999 (and until December 28, 2008).                           

(3)      This amount was calculated using the Black-Scholes option pricing      
        model, a complex mathematical formula that uses a number of factors to
      estimate the present value of stock options. The assumptions used in
       the valuation of the options to purchase 20,000 shares at an exercise
        price of $7.625 were: stock price volatility - 47.39%, expected life -
 eight years, interest rate - 5.83% and dividend yield - 0%. The
     assumptions used in the valuation of the options to purchase 50,000
     shares at an exercise price of $9.00 were: stock price volatility -
         42.46%, expected life - eight years, interest rate - 4.38% and dividend
        yield - 0%. The Black-Scholes model generates an estimate of the value
         of the right to purchase a share of stock at a fixed price over a fixed
        period. The actual value, if any, an executive realizes will depend on
         whether the stock price at exercise is greater than the grant price, as
         well as the executive's continued employment through the vesting period
and the option term.                                          

         The following table provides information on the value of each Executive
Officer's unexercised in-the-money options to acquire Common Stock at December  
31, 1998.                                                                       

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

                                                        [Enlarge/Download Table]

                                                                                                Value of Unexercised  
                                                                        Number of Securities        In the Money      
                                                                             Underlying           Options/SARs at     
                                                                        Unexercised-Options/         FY-End ($)       
                                                                         SARs at FY-End (#)                           
                           Shares Acquired On                               Exercisable/            Exercisable/      
          Name                Exercise (#)        Value Realized ($)        Unexercisable        Unexercisable (1)    
----------------------  ----------------------  ---------------------  ----------------------  -----------------------
                                                                                                                      
        Norman H.                                                                                                     
       Asbjornson                 --                     --                71,000 / 84,000       $338,717 / $115,792  

    Robert G. Fergus              --                     --                   27,500/-               $223,383/-       

(1)      Calculated based on the difference between the Nasdaq National Market  
      closing price of Common Stock on December 31, 1998 of $9.313 and the
exercise price of the option.                                 

       Compensation of Directors. Directors of the Company are paid a fee of
$1,500 per board meeting attended and they are reimbursed for out-of-pocket     
expenses incurred for attendance at such meetings. In addition, the Company has 
granted persons who are newly elected Directors of the Company an option to     
purchase 27,500 shares of the Company's Common Stock which options fully vest on
the first anniversary of the date of grant.                                     

REPORT ON EXECUTIVE COMPENSATION

         General. The entire Board of Directors is responsible for (i) oversight
and administration of executive compensation, (ii) review of the Company's      
overall compensation program and                                                

-14-

PRER14A
19th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 19th

                                                              PRELIMINARY COPIES

(iii) administering the Company's Stock Option Plan. However, Messrs. Asbjornson
and Bowen abstain from voting on their compensation.                            

        Compensation Process and Philosophy. There are two major components to
the Company's executive officer compensation: (i) base salary and (ii) option   
grants. The process used by the Board of Directors in determining executive     
compensation levels for these components has been based upon the Board of       
Directors' subjective judgment of qualitative and quantitative factors. No      
specific weights have been previously assigned to the qualitative and           
quantitative factors in determining the compensation levels for these           
components, and grants of options are not issued each year. The Board of        
Directors considers the recommendation of the Company's President with respect  
to the compensation level of the Company's executive officers, including the    
President. The Board of Directors ultimately determines the level of            
compensation for each of the Company's executive officers. The Board of         
Directors believes that compensation for the Company's employees, including the 
executive officers, must be in amounts sufficient to attract, retain and        
motivate key employees, while at the same time maintaining a close relationship 
to the Company's financial performance. The Board of Directors believes         
compensation decisions should be tied to individual performance and designed to 
encourage and reward employees for creating stockholder value. In addition,     
executive officers should have a significant portion of their total compensation
opportunity at risk, i.e., stock options. The Company's compensation philosophy 
is based on the following general principles: (i) employee compensation should  
reflect the financial success of the overall Company and individual performance 
and (ii) encourage all employees to invest in the Company's common stock to     
align their interests with the stockholders' interests in maximizing value.     

         Salary. Effective October 1, 1992, Mr. Asbjornson's salary was set (and
remains) at an annual rate of $132,000, and the Board entered into a $1,000,000 
"reverse split dollar" life insurance arrangement with him, pursuant to which   
the Company pays the portion of the premium attributable to the term insurance  
cost (determined by Internal Revenue Service "P.S. 58" rates), and is the       
beneficiary of the full face amount of the policy, and Mr. Asbjornson pays the  
amount of premium in excess of such insurance cost and is the owner-beneficiary 
of the greater of the cash value thereof or the amount of all premiums paid by  
him. Performance factors considered in setting Mr. Asbjornson's current base    
compensation include having responsibility for establishing overall corporate   
philosophy and goals, organizing and staffing Company personnel, overseeing     
implementation of Board directives, financial budgets, marketing strategies,    
engineering projects and manufacturing methods. His compensation is measured    
both by progress toward long-term goals and current financial results.          

  Mr. Fergus' annual rate of salary was increased from $103,500 to
$106,605 effective December 1, 1998. The salary increase was predicated on Mr.  
Fergus' efforts in reducing direct labor by implementation of improved          
manufacturing methods and his overall job performance.                          

      Mr. Bowen's annual rate of salary has been $38,564 since December 1,
1997. Additionally, the Company made 401(k) plan contributions to Mr. Bowen's   
account totaling $2,264 in 1998.                                                

        Messrs. Asbjornson, Fergus and Bowen also participate in the Company's
"profit sharing" plan ($1,729 each in 1998 contributed by the Company, a per    
capita share, the same as all other eligible employees, of 10% of the pre-tax   
profit of AAON-Oklahoma), and Messrs. Asbjornson and Bowen received directors'  
fees in 1998.                                                                   

Board of Directors:    Norman H. Asbjornson, William A. Bowen, John B. Johnson, 
             Jr., Joseph M. Klein, Thomas E. Naugle, Anthony
       Pantaleoni and Charles C. Stephenson, Jr.

-15-

PRER14A
20th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 20th

PRELIMINARY COPIES

 BOARD OF DIRECTORS INTERLOCKS AND INSIDER
 PARTICIPATION IN COMPENSATION DECISIONS

         There were no reportable business relationships between the Company (or
any other corporation that requires specific disclosure under this heading) and 
the members of the Board of Directors in 1998.                                  

 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG AAON, INC., NASDAQ U.S., AND PEER GROUP*

[CHART] 

*TOTAL RETURN BASED ON $100 TOTAL INVESTMENT & REINVESTMENT OF DIVIDENDS

O   AAON, INC.             x   PEER GROUP           *   NASDAQ    

ASSUMES $100 INVESTED ON JANUARY 1, 1993
 ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1998

* The peer group consists of American Standard Companies, Fedders Corp.,        
International Comfort Products Corporation (former, Inter-City Products         
Corporation), Mestek, Inc., Nortek, Inc., and York International Corp., all of  
which are in the business of manufacturing air conditioning and heat exchange   
equipment.                                                                      

-16-

PRER14A
21st Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 21st

                                                              PRELIMINARY COPIES

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Based solely upon a review of Forms 4 furnished to the Company during its
most recent fiscal year, the Company knows of no director, officer or beneficial
owner of more than ten percent of the Company's Common Stock who has failed to  
file on a timely basis reports of beneficial ownership of the Company's Common  
Stock as required by Section 16(a) of the Securities Exchange Act of 1934, as   
amended, except for a 1,000 share purchase by Norman H. Asbjornson on December  
30, 1998, which was reported on a Form 4 mailed for filing on January 26, 1999. 

RELATIONSHIP WITH AUDITORS

    The Board of Directors has selected Arthur Andersen LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1999.           
Representatives of Arthur Andersen LLP are expected to be present at the Annual 
Meeting with the opportunity to make a statement if they so desire and to be    
available to respond to appropriate questions.                                  

 STOCKHOLDER NOTICE OF INTENT TO PRESENT PROPOSALS

    Bay Harbour, a stockholder of the Company, delivered notice to the Company
on March 12, 1999 (the "Notice") of its intention to nominate two nominees for  
election to the Board of Directors at the Annual Meeting and to propose the     
following amendments to the Company's Bylaws, as amended (the "Bylaws") and made
the following statements in support of such proposed amendments.                

  "1. To assure that shareholders have an opportunity to elect a new board
majority at the 1999 and 2000 Annual Meetings, and to prevent the board from    
unduly delaying the 2000 annual meeting, the undersigned intends to propose a   
bylaw amendment that will require that the Company must hold the 2000 annual    
meeting by May 30, 2000 and must set a meeting date for the 2000 annual meeting 
by January 31, 2000. Specifically, the undersigned intends to propose that the  
period be removed from the end of the first sentence of Article II, Section II  
of the Bylaws and that the following language be inserted immediately after such
first sentence:                                                                 

    '; provided that the annual meeting of stockholders for 2000 shall be held
   not later than May 30, 2000 and the Board of Directors shall set the date
   for the 2000 annual meeting and shall give public notice of such date, in
each case, on or before January 31, 2000.'                            

 2. To assure that shareholders have an opportunity to elect a new board
majority at the 1999 and 2000 Annual Meetings, the undersigned intends to       
propose a bylaw amendment to ensure that at least one third of the directors    
will be elected at the 2000 annual meeting. Specifically, the undersigned       
intends to propose that the following language be inserted at the end of the    
existing Article III, Section IA of the Bylaws:                                 

     'If the Board of Directors changes the total number of directors, the Board
of Directors shall classify the directors in accordance with the first
   sentence of this Section 1A; provided that not less than one-third of the
number of the whole Board of Directors shall be elected at the annual 
meeting for the year 2000.'                                           

 3. To allow shareholders more flexibility in exercising their powers in
corporate governance matters, the undersigned intends to propose a bylaw        
amendment to reinstate shareholders' ability to act by written                  

-17-

PRER14A
22nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 22nd

                                                              PRELIMINARY COPIES

consent. Specifically, the undersigned intends to propose that Article II,      
Section 10 of the Bylaws be replaced in its entirety with the following         
language:                                                                       

    'Any action required or permitted to be taken at a meeting of stockholders
     of the Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the
   action so taken, shall be signed by stockholders holding the voting power
required by law.'                                                     

 4. To prevent the Board from interfering with the implementation of the
proposals being voted upon by the shareholders at the Annual Meeting, the       
undersigned plans to introduce a proposal to repeal any bylaws adopted by the   
Board since March 12, 1999 and a proposal to prevent the Board from making      
amendments to the bylaws amended by the shareholders by passage of the proposals
described in this notice. Specifically, the undersigned intends to propose that 
a new Section 2 be added to Article VIII of the Bylaws, which would read as     
follows:                                                                        

    'Section 2. Any bylaws adopted by the Board of Directors between March 12,
     1999 and the date of the adoption of this Section 2 are repealed and are of
no force and effect as of the date of the adoption of this Section 2.'

    In addition, the undersigned intends to propose that Article VIII, Section
1 of the Bylaws be amended by removing the period at the end thereof and        
inserting the following language at the end thereof:                            

'; provided, however, that without the approval of stockholders no    
amendment shall be made to these Bylaws that would have the effect of 
altering, amending or repealing any of the following sections of these
     Bylaws: Article II, Section 2; Article III, Section 1A; Article II, Section
10; Article VIII, Section 1; and Article VIII, Section 2.'"           

In accordance with Rule 14a-4(c)(2), the persons named in the enclosed
proxy will use their discretionary authority to vote against these proposals if 
properly presented at the Annual Meeting.                                       

     It is the Company's belief that the Notice is part of a plan of Bay Harbour
to facilitate its efforts to gain control. The proposals that Bay Harbour has   
indicated it will present at the Annual Meeting would, if approved by the       
requisite stockholder votes, result in Bay Harbour having two nominees on the   
Company's Board of Directors and would result in various Bylaw amendments. In   
addition, Bay Harbour has stated in its proxy materials filed with the          
Securities and Exchange Commission that if Bay Harbour is not satisfied with the
Company's "progress," Bay Harbour may propose candidates for the three          
directorships to be filled at the 2000 annual meeting. If Bay Harbour is        
successful in placing its nominees on the Company's Board of Directors, then by 
the time of the 2000 annual meeting, Bay Harbour will control the Company.      
Moreover, Bay Harbour, by proposing various amendments to the Company's Bylaws, 
is currently seeking changes to the corporate governance of the Company to      
assist Bay Harbour's ability to gain control of the Company within a relatively 
short time frame.                                                               

The Board of Directors does not believe that Bay Harbour's attempt to 
obtain control of the Company is in the best interests of the Stockholders at   
this time. First, the Board of Directors believes that it has been managing the 
affairs of the Company in a prudent manner and that the Company is in good      
financial condition. Second, Bay Harbour has stated in its Schedule 13D, as     
amended, that it believes that it would be desirable for the Company to explore 
the possibility of pursuing strategic transactions to enhance stockholder value,
and that "such transactions could involve . . . the sale of all or a material   
part of AAON's assets." The Board of Directors currently does not believe that a
sale of the Company's assets is in the best interests of the stockholders. The  
bottom line is that Bay Harbour has not provided the                            

-18-

PRER14A
23rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 23rd

                                                              PRELIMINARY COPIES

Company with any specific plans with respect to how Bay Harbour could operate   
the Company more profitably or otherwise maximize Stockholder value. Bay Harbour
has not provided the Company with any information that demonstrates that Bay    
Harbour's nominees have experience in the Company's industry, whereas the Board 
of Directors' two nominees have more than a decade of experience in managing the
Company. Therefore, the Board of Directors has no information to indicate that  
Bay Harbour or its nominees could contribute to the value of the Company in any 
meaningful way.                                                                 

  Moreover, although the proposed amendment set forth in paragraph 4 above
would not cause the repeal of any Bylaws of the Company existing at this time,  
the effect of this proposed bylaw would be to prevent the Company from amending 
the Bylaws in any way prior to the Annual Meeting, irrespective of whether such 
change might be desirable. The Board believes that this limitation on its       
discretion would be unwise and potentially damaging to your interest as a       
Stockholder. If the proposed Bylaw is approved, the existing directors, if still
in office, will consider taking appropriate action to determine the validity of 
the proposal.                                                                   

 STOCKHOLDER PROPOSALS FOR ANNUAL MEETING 2000

   Stockholder proposals intended to be presented at the 2000 Annual Meeting
and to be included in the Company's Proxy Statement must be received at the     
Company's executive offices, 2425 South Yukon, Tulsa, Oklahoma 74107, no later  
than December __, 1999.                                                         

 However, a stockholder who otherwise intends to present business at the
2000 annual meeting of stockholders, including nominations of persons to the    
Company's Board of Directors, must also comply with the requirements set forth  
in the Company's Bylaws. The Bylaws state, among other things, that to bring    
business before an annual meeting or to nominate a person for the Company's     
Board of Directors, a stockholder must give written notice that complies with   
the Bylaws to the Secretary of the Company not less than 60 days nor more than  
90 days in advance of the anniversary date of the immediately preceding annual  
meeting. Thus, a notice of a stockholder proposal or nomination for the 2000    
annual meeting of stockholders, submitted other than pursuant to Rule 14a-8,    
will be untimely if given before February 25, 2000 or after March 26, 2000. As  
to any such proposals, the proxies named in management's proxy for that meeting 
will be entitled to exercise their discretionary authority on that proposal     
unless the Company receives notice of the matter to be proposed between February
25, 2000 and March 26, 2000. Even if proper notice is received on a timely      
basis, the proxies named in management's proxy for that meeting may nevertheless
exercise their discretionary authority with respect to such matter by advising  
stockholders of such proposal and how they intend to exercise their discretion  
to vote on such matter to the extent permitted under Rule 14a-4(c)(2) of the    
Securities Exchange Act of 1934, as amended.                                    

-19-

PRER14A
24th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 24th

                                                              PRELIMINARY COPIES

CERTAIN INFORMATION REGARDING PARTICIPANTS

  The Company and its directors may be deemed to be "participants" as such
term is defined by regulations promulgated by the Securities and Exchange       
Commission. Certain additional information with respect to the Company and its  
directors is set forth in Appendix C to this Proxy Statement.                   

                        By Order of the Board of Directors

          Norman H. Asbjornson
President 

April ___, 1999                                                                 

-20-

PRER14A
25th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 25th

                                                              PRELIMINARY COPIES

APPENDIX A

AMENDMENT TO THE
AAON, INC.
1992 STOCK OPTION PLAN

I.   Paragraph 2 of the AAON, Inc. 1992 Stock Option Plan (the "Plan") is hereby
amended to read as follows:                                           

"2.      SHARES SUBJECT TO THE PLAN.                          

                 The Company may issue and sell a total of 1,300,000 shares of
  its Common Stock pursuant to the Plan. Such shares may be either
     authorized and unissued or held by the Company in its treasury. New
        options may be granted under the Plan with respect to shares of Common
       Stock which are covered by the unexercised portion of an option which
has terminated or expired."                                   

II.  Paragraph 3 of the Plan is hereby amended to read as follows:              

"3.      GRANT OF OPTIONS.                                    

                  Options may be granted under the Plan to present or future key
employees of the Company or a subsidiary of the Company (a    
    "Subsidiary") within the meaning of Section 425(f) of the Internal
        Revenue Code of 1986, as amended (the "Code"), to directors, including
  non-employee directors of the Company, and to consultants to the
        Company. Subject to the provisions of the Plan, the Committee (defined
        in paragraph 4 below) shall from time to time select the key personnel
         of the Company and its Subsidiaries to whom options under the Plan will
     be granted, and shall fix the number of shares covered by each such
   option and establish the terms and conditions thereof (including,
       without limitation, exercise price and restrictions on exercisability
     of the option or on the shares of Common Stock issued upon exercise
        thereof and whether or not the option is to be treated as an incentive
stock option within the meaning of Section 422 of the Code (an
"Incentive Stock Option")."                                   

III. Paragraph 9 of the Plan is hereby amended to read as follows:              

"9.      TERM OF PLAN.                                        

                 The Plan shall be effective as of March 11, 1992, the date on
       which it was originally adopted by the Board. The Plan will terminate
         on March 11, 2002, as to Incentive Stock Options granted thereunder and
on March 11, 2012, as to non-qualified stock options granted  
  thereunder, unless sooner terminated by the Board. The rights of
        Optionees under the Options outstanding at the time of the termination
       of the Plan shall not be affected solely by reason of the termination
       and shall continue in accordance with the terms of the option as then
in effect or after amended."                                  

-21-

PRER14A
26th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 26th

                                                              PRELIMINARY COPIES

APPENDIX B

AMENDMENT TO
 ARTICLES OF INCORPORATION

PROPOSED ADDITION OF A NEW ARTICLE XIV TO THE COMPANY'S ARTICLES OF             
INCORPORATION.                                                                  

 ARTICLE XIV

  No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director or 
officer, except for liability (i) for acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or (ii) for the payment of      
distributions in violation of Section 78.300 of the Nevada General Corporation  
Law. If the Nevada General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors or officers,    
then the liability of a director or officer of the Corporation, in addition to  
the limitation on personal liability provided herein, shall be limited to the   
fullest extent permitted by the amended Nevada General Corporation Law. Any     
repeal or modification of this Section by the stockholders of the Corporation   
shall be prospective only and shall not adversely affect any limitation on the  
personal liability of a director or officer of the Corporation existing at the  
time of such repeal or modification.                                            

-22-

PRER14A
27th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 27th

                                                              PRELIMINARY COPIES

APPENDIX C

 ADDITIONAL INFORMATION CONCERNING
PARTICIPANTS IN THE PROXY SOLICITATION

Set forth below are the name and business address of each of the      
participants (except the Company) in the solicitation made pursuant to this     
Proxy Statement.                                                                

Norman H. Asbjornson  
AAON, Inc.            
2425 South Yukon      
Tulsa, Oklahoma 74107 

William A. Bowen      
 1484 Wallace Pate Drive
          Georgetown, South Carolina 29440

John B. Johnson, Jr.  
            Johnson, Allen, Jones & Dornblaser
     900 Petroleum Club Building
601 South Boulder     
Tulsa, Oklahoma 74119 

Joseph M. Klein       
CCI Corporation       
P.O. Box 582800       
Tulsa, Oklahoma 74158 

Thomas E. Naugle      
2739 East 69th Place  
Tulsa, Oklahoma 74136 

Anthony Pantaleoni    
     Fulbright & Jaworski L.L.P.
666 Fifth Avenue      
  New York, New York 10103

    Charles C. Stephenson, Jr.
 Vintage Petroleum, Inc.
 4200 One William Center
Tulsa, Oklahoma 74172 

     Except as set forth in this Proxy Statement or in the Appendices hereto, to
the best knowledge of the Company, none of the persons participating in this    
solicitation on behalf of the Company nor any associates of the Company (i) owns
beneficially, directly or indirectly, or has the right to acquire, any          
securities of the Company or any parent or subsidiary of the Company, (ii) owns 
any securities of the Company of record but not beneficially, (iii) has         
purchased or sold any securities of the Company within the past two years, (iv) 
has incurred indebtedness for the purpose of acquiring or holding securities of 
the                                                                             

-23-

PRER14A
28th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 28th

                                                              PRELIMINARY COPIES

Company, (v) is or has been a party to any contract, arrangement of             
understanding with respect to any securities of the Company within the past     
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (vii) has any arrangement or     
understanding with respect to future employment by the Company or with respect  
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in  
the Appendices hereto, to the best knowledge of the Company, none of the persons
participating in this solicitation on behalf of the Company, management's       
nominees, nor any associate or immediate family member of any of the foregoing  
persons has had or is to have a direct or indirect material interest in any     
transaction with the Company since the beginning of the Company's last fiscal   
year, or any proposed transaction, to which the Company or any of its affiliates
was or is a party.                                                              

TRANSACTIONS IN SHARES OF AAON, INC.

The following table sets forth information with respect to all
purchases and sales of shares of Common Stock of the Company by the participants
during the past two years. No part of the purchase price of any of the shares   
purchased by the participants as reflected below was represented by borrowed    
funds or otherwise obtained for the purpose of acquiring or holding such        
securities.                                                                     

I.       Transactions in shares of Common Stock by Norman H. Asbjornson.        

                                                                [Download Table]

                                        NUMBER OF SHARES OF 
      DATE                            COMMON STOCK PURCHASED
      ----                            ----------------------
                                                            
December 30, 1998                              1,000        
January 11, 1999                               3,000        

   In addition, on July 8, 1998 he disposed of 5,000 shares by gift.

II.      Transactions in shares of Common Stock by John B. Johnson, Jr.         

                                                                [Download Table]

                     NUMBER OF SHARES OF   NUMBER OF SHARES OF
      DATE         COMMON STOCK PURCHASED   COMMON STOCK SOLD 
      ----         ----------------------  -------------------
                                                              
September 2, 1997                                19,800       

October 27, 1997            5,610                             
                     (purchased through                       
                    profit sharing plan)                      

October 31, 1997            4,390                             
                     (purchased through                       
                    profit sharing plan)                      

December 9, 1997            5,000                             
                     (purchased through                       
                    profit sharing plan)                      

December 10, 1997           5,100                             
                     (purchased through                       
                    profit sharing plan)                      

-24-

PRER14A
29th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 29th

                                                              PRELIMINARY COPIES

III.     Transactions in shares of Common Stock by William A. Bowen             

                                                                [Download Table]

                  NUMBER OF SHARES OF   NUMBER OF SHARES OF
     DATE       COMMON STOCK PURCHASED   COMMON STOCK SOLD 
     ----       ----------------------  -------------------
                                                           
March 24, 1999    3,000 (through the           3,000       
                exercise of an option)                     

IV.      Transactions in shares of Common Stock by Thomas E. Naugle.            

   On October 17, 1997, Mr. Naugle disposed of 1,300 shares by gift.

-25-

PRER14A
30th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 30th

                                   APPENDIX D                 PRELIMINARY COPIES

FORM OF PROXY 

                                                        [Enlarge/Download Table]
                                                                                                                                    
AAON, Inc.                                                                    PROXY                                                 
                                                      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.                  

2425 South Yukon                                                                                                                    
Tulsa, Oklahoma 74107    The undersigned stockholder of AAON, Inc., a Nevada corporation, (the "Company") hereby constitutes and    
                         appoints John B. Johnson, Jr., and Joseph M. Klein, and each of them, with full power of substitution, as  
                         attorneys and proxies to appear and vote all shares of stock of the Company standing in the name of the    
                         undersigned, at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held at     
                         2425 South Yukon Avenue, Tulsa, Oklahoma, on Tuesday, May 25, 1999, at 10:00 a.m. (Local Time), and at     
                         any adjournment or postponement thereof, with all powers that the undersigned would possess if personally  
                         present, hereby revoking all previous proxies.                                                             

                                          THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS I THROUGH 3                        

1.     ELECTION OF DIRECTORS:      FOR both nominees listed below                     WITHHOLD AUTHORITY                            

                                   (except as shown to the contrary below)  [ ]       to vote for both nominees listed below  [ ]   

                                       William A. Bowen and Anthony Pantaleoni for terms ending in 2002                             

(INSTRUCTION: To withhold authority to vote for either nominee, write that nominee's name on the space provided below.)             

------------------------------------------------------------------------------------------------------------------------------------

2.     PROPOSAL TO APPROVE AMENDMENTS TO STOCK OPTION PLAN              [ ] FOR      [ ] AGAINST   [ ] ABSTAIN                      

3.     PROPOSAL TO APPROVE AMENDMENT OF ARTICLES OF INCORPORATION       [ ] FOR      [ ] AGAINST   [ ] ABSTAIN                      

4.     THE PROXIES APPOINTED HEREIN WILL USE THEIR DISCRETIONARY AUTHORITY (i) TO VOTE AGAINST THE PROPOSALS OF BAY HARBOUR         
       MANAGEMENT, L.C., IF PROPERLY PRESENTED AT THE ANNUAL MEETING, AND (ii) TO VOTE IN THEIR BEST JUDGMENT UPON ANY OTHER MATTERS
       AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.                                          

                   (Please sign and date on the reverse side)                                                                       

-26-

PRER14A
31st Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 31st

                                                              PRELIMINARY COPIES

   THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
        DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
           MADE, THIS PROXY WILL BE VOTED FOR BOTH OF THE COMPANY'S NOMINEES FOR
           DIRECTOR, FOR PROPOSALS 2 AND 3 AND, IN THE DISCRETION OF THE PROXIES
          NAMED HEREIN, AGAINST THE PROPOSALS OF BAY HARBOUR MANAGEMENT, L.C.,
    IF PROPERLY PRESENTED AT THE ANNUAL MEETING, AND IN THEIR BEST
     JUDGMENT UPON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF .      

                  The undersigned hereby acknowledge(s) receipt of the Notice of
           the aforesaid Annual Meeting and the Proxy Statement accompanying the
same, both dated April ___, 1999.                         

           Dated:         , 1999        ----------------------------------------
           (signature)

                                        ----------------------------------------

                                 (Please sign exactly as your name
                                        appears at left. When shares are held in
                                     the names of two or more persons, all
                                    should sign individually. Executors,
                                      administrators, trustees, etc., should
                                     so indicate when signing. When shares
                                      are held in the name of a corporation,
                                     the name of the corporation should be
                                    written first and then an authorized
                                    officer should sign on behalf of the
                                      corporation, showing the office held.)

                                      PLEASE COMPLETE, SIGN, DATE AND RETURN
                                   THIS PROXY CARD PROMPTLY, USING THE
                  ENCLOSED ENVELOPE.

-27-

PRER14A
32nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 32nd

                                                              PRELIMINARY COPIES

APPENDIX E

AAON, INC.
NON-QUALIFIED PLAN B
STOCK OPTION AGREEMENT

         AGREEMENT made as of the 16th day of February, 1996, by and between
AAON, INC., a Nevada Corporation (the "Company") and RIC DODSON (the            
"Optionee").                                                                    

W I T N E S S E T H:

      WHEREAS, pursuant to the AAON, Inc., 1992 Stock Option Plan (the
"Plan"), the Company desires to grant to the Optionee and the Optionee desires  
to accept an option to purchase shares of common stock, $.004 par value, of the 
Company (the "Common Stock") upon the terms and conditions set forth in this    
agreement;                                                                      

NOW, THEREFORE, the parties hereto agree as follows:      

  1. The Company hereby grants to the Optionee an option to purchase
10,000 shares of Common Stock at a purchase price per share of $5.125. This     
option is intended to be treated as a so-called "non-qualified stock option" and
this agreement will be construed and interpreted accordingly.                   

 2. Except as specifically provided herein, the option will become
exercisable in accordance with the following schedule based upon the number of  
full years of the Optionee's continuous employment or service with the Company  
or a Subsidiary (as defined in the Plan) following February 16, 1996:           

                                                                [Download Table]

       Full                Incremental     Cumulative  
Years of Continuous       Percentage of   Percentage of
    Employment/              Option          Option    
      Service              Exercisable    Exercisable  
-------------------       -------------   -------------
                                                       
    Less than 1                  0%             0%     
         1                      20%            20%     
         2                      20%            40%     
         3                      20%            60%     
         4                      20%            80%     
     5 or more                  20%           100%     

No shares of Common Stock may be purchased hereunder unless the Optionee shall  
have remained in the continuous employ or service of the Company or a Subsidiary
through February 16, 1997. Unless sooner                                        

-28-

PRER14A
33rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 33rd

                                                              PRELIMINARY COPIES

terminated, the option will expire if and to the extent it is not exercised     
within ten (10) years from the date hereof.                                     

       3. The option may be exercised in whole or in part in accordance with
the above schedule by delivering to the Secretary of the Company: (a) a written 
notice specifying the number of shares to be purchased; and (b) payment in full 
of the exercise price, together with the amount, if any, deemed necessary by the
Company to enable it to satisfy any income tax withholding obligations with     
respect to the exercise (unless other arrangements, acceptable to the Company,  
are made for the satisfaction of such withholding obligations). The exercise    
price shall be payable by bank or certified check. The Company may (in its sole 
and absolute discretion) permit all or part of the exercise price to be paid    
with previously- owned shares of Common Stock or in installments (together with 
interest) evidenced by the Optionee's secured promissory note.                  

         4. No shares of Common Stock shall be sold or delivered hereunder until
full payment for such shares has been made (or, to the extent payable in        
installments, provided for). The Optionee shall have no rights as a stockholder 
with respect to any shares covered by the option until a stock certificate for  
such shares is issued to him. Except as otherwise provided herein, no adjustment
shall be made for dividends or distributions of other rights for which the      
record date is prior to the date such stock certificate is issued.              

        5. This option is not assignable or transferable except by will and/or
the laws of descent and distribution, and is exercisable during the Optionee's  
lifetime only by him.                                                           

        6. If the Optionee ceases to be employed by or to perform services for
the Company and any Subsidiary for any reason other than death or disability (as
defined in the Plan), then, unless sooner terminated under the terms hereof, the
option will terminate on the date three months after the date of the Optionee's 
termination of employment or service. If the Optionee's employment or service is
terminated by reason of his death or disability (or if the Optionee's employment
or service is terminated by reason of his disability and the Optionee dies      
within one year after such termination of employment or service),               

-29-

PRER14A
34th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 34th

                                                              PRELIMINARY COPIES

then, unless sooner terminated under the terms hereof, the option will terminate
on the date one year after the date of such termination of employment or service
(or one year after the Optionee's later death).                                 

      7. If the shares to be issued upon an exercise of the option are not
registered under the Securities Act of 1933, then, as a further condition of the
Company's obligation to issue such shares, the Optionee may be required to give 
a representation in writing that the Optionee is acquiring the shares for his   
own account as an investment and not with a view to, or for sale in connection  
with, the distribution of such shares, and the certificates representing such   
shares shall bear a legend to such effect as the Company's counsel shall deem   
necessary or desirable. The option shall in no event be exercisable and shares  
shall not be issued hereunder if, in the opinion of counsel to the Company, such
exercise and/or issuance would result in a violation of federal or state        
securities laws.                                                                

      8. In case of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,  
appropriate adjustment shall be made to the number of shares and the exercise   
price per share which may still be purchased under this agreement. In the case  
of a merger, sale of assets or similar transaction which results in a           
replacement of the Company's shares of Common Stock with stock of another       
corporation, the Company will make a reasonable effort, but shall not be        
required, to replace the option with a comparable option to purchase the stock  
of such other corporation, or will provide for the acceleration of the          
exercisability of the option prior to its termination as a result of such       
transaction.                                                                    

   9. Nothing in this agreement shall give the Optionee any right to
continue in the employ or service of the Company or a Subsidiary, or interfere  
in any way with the right of the Company to terminate the employment or service 
of the Optionee.                                                                

       10. The provisions of the Plan shall govern if and to the extent that
there are inconsistencies between those provisions and the provisions hereof.   
The Optionee acknowledges that he has received a copy of the Plan prior to the  
execution of this agreement. The interpretation and construction of any terms   

-30-

PRER14A
Last Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 35th

                                                              PRELIMINARY COPIES

or conditions of the Plan or of this agreement or other matter related to the   
Plan by any committee of the Company authorized to administer the Plan shall be 
final and conclusive.                                                           

         11. This agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors, legal representatives and
permitted assigns.                                                              

     12. This agreement shall be governed by and construed in accordance
with the laws of the State of Nevada. This agreement constitutes the entire     
agreement between the parties with respect to the subject matter hereof and may 
not be modified except by written instrument executed by the parties.           

             IN WITNESS WHEREOF, this agreement has been executed as of the date
first above shown.                                                              

        AAON, INC.

 By:
                                           -------------------------------------
                                     Norman H. Asbjornson, President

                                       -----------------------------------------
                  RIC DODSON, Optionee

-31-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
		3/11/12		4		25
		12/28/08		18
		1/16/08		18
		3/11/02		12		25
		5/30/00		21
		3/26/00		23
		2/25/00		23
		1/31/00		21
		12/31/99		21					10-K
		12/28/99		18
		5/25/99		2		30			DEF 14A,  PRE 14A
Filed on:		4/16/99		5					PRRN14A,  SC 13D/A
		4/8/99		7
		3/31/99		2					10-Q
		3/29/99		4		13
		3/12/99		6		22
		2/18/99		11		15
		1/26/99		21
		1/16/99		18
		1/11/99		11		13
		12/31/98		5		20			10-K
		12/30/98		21
		12/1/98		19
		7/8/98		28
		1/1/98		2
		12/1/97		19
		10/17/97		29
		2/16/97		32
		2/16/96		32
		1/1/93		20
		10/1/92		19
		3/11/92		12		25
									List all Filings