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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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Vestcom International, Inc.
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(Name of Registrant as Specified in Its Charter)
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March 28, 2000
Dear Fellow Shareholder:
Your duly elected Vestcom Board has previously sent you materials
asking you not to sign the gold consent card sent to you by Harish Chopra and
his dissident group (the "Dissidents"), but to instead revoke your consent by
signing, dating and returning the BLUE CONSENT REVOCATION CARD. What is at stake
is the future of your Company.
Institutional Shareholder Services ("ISS"), an internationally
recognized independent organization specializing in shareholder voting analysis,
has recently recommended that Vestcom's shareholders VOTE AGAINST ALL OF THE
DISSIDENTS' PROPOSALS, and vote "REVOKE CONSENT".
The Dissidents are seeking to replace five of your seven duly elected
directors. However, the Dissidents have failed to provide you with any business
plan detailing their strategy for the Company or explaining why the Dissidents',
in our opinion, underqualified nominees would be able to provide you with
increased value. Mr. Chopra has not shown any experience running a public
company, and in fact the size of his old business at the time of sale was under
$9 million. The Dissidents lack experience in our industry, and have gathered
out of date information about the Company through former employees that are no
longer involved with the business.
Notably, the Dissidents continue to ignore the positive results that
are emerging from your Board and management's strategic plan. Our financial
performance for the fourth quarter of 1999 is proof that our carefully designed
and implemented strategic plan is working! In the fourth quarter, our revenues
increased to a record $35.1 million, primarily as a result of internal growth,
our gross profit increased over both the prior quarter and the fourth quarter of
last year, and our EBITDA, a measure of our Company's operating cash flow,
improved.
For your convenience, we are enclosing a duplicate BLUE Consent
Revocation Card. On behalf of your entire Board of Directors, I urge you to
sign, date and return today the BLUE CONSENT REVOCATION CARD. Thank you for your
continued support.
Sincerely,
Joel Cartun
Chairman of the Board
If you have any questions or need assistance in voting,
please contact Georgeson at
(800) 223-2064.
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IMPORTANT
1. If your shares are registered in your name, please sign, date and
mail the enclosed BLUE Consent Revocation Card to Georgeson in the postage-paid
envelope provided.
2. Even if you have previously signed and returned a gold consent card
to the Dissidents, you have every right to change your vote. Only your latest
dated card will count. You may revoke any gold consent card already sent to the
Dissidents by signing, dating and mailing the enclosed BLUE Consent Revocation
Card in the postage-paid envelope provided.
3. In order to be sure that you are revoking a prior consent, you must
either mark the "Revoke Consent" boxes on the BLUE Consent Revocation Card or
sign the BLUE Consent Revocation Card without marking any boxes. If you do not
mark any box for any one or more of the Dissidents' Proposals on the BLUE
Consent Revocation Card and you sign and return the Card, you will be deemed to
have revoked any previously signed consent to any proposal you did not mark.
4. If your shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can sign a BLUE Consent Revocation Card
with respect to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and mail the enclosed BLUE Consent Revocation
Card in the postage-paid envelope provided. To ensure that your shares are
voted, you should also contact the person responsible for your account and give
instructions for a BLUE Consent Revocation Card to be signed representing your
shares.
5. After signing the enclosed BLUE Consent Revocation Card, do not sign
or return any gold consent card. Do not even use the Dissidents' gold consent
card to indicate your opposition to the Dissidents' Proposals.
6. Your vote is important. Please revoke your consent today.
If you have any questions about giving your revocation of consent or
require assistance, please call:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th floor
New York, NY 10004
Toll-Free: (800) 223-2064
Fax: (212) 440-9009
