SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Consent Statement
|_| Confidential, for Use of the Commission only (as permitted by rule
14a-6(e)(2))
|_| Definitive Consent Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to sec.240.14a-11(c) or Rule 14a-12
VESTCOM INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
HARISH K. CHOPRA, TIMETRUST, INC. -and- R-SQUARED LIMITED
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LETTERHEAD OF TIMETRUST, INC.]
TimeTrust, Inc.
1455 Frazee Road Tel: 885-549-7500
Suite 420 Tel: 619-308-0880
San Diego, California 92108 Fax: 619-308-0881
April 3, 2000
Dear Shareholders of Vestcom International, Inc.:
Over the last several weeks many of you have agreed with my proposals to
restore basic shareholder rights to Vestcom, replace senior management and a
majority of the Board, and return your Company to a profitable financial
condition. I, TimeTrust, Inc., R-Squared Limited and our Nominees have been
heartened by your support, which has come despite current management's attempts
to dissuade you by mis-characterizing us and our intentions, and by not
addressing their history of managerial incompetence. Also, there are material
disclosures that management has chosen to selectively tell a few major
shareholders but not the rest of the shareholders.
Within the past several days, we have learned that management and its
advisors have informed a few large shareholders that the Company and its
investment advisors are discussing a substantial financial transaction or
business combination with a number of parties. If there is substance to such
discussions, it would be short-sighted if our present Consent Solicitation
prevented or interfered with the Board in negotiating a transaction that would
be financially rewarding to all shareholders.
Therefore, we have decided to withdraw our Consent Solicitation for now in
order to give Joel Cartun and the rest of Vestcom's senior management the
opportunity to show the shareholders whether this "deal" is real or just another
deception. If, prior to the Year 2000 Annual Meeting, the Board presents a
financially advantageous transaction to the shareholders, then we all can
benefit, and we will find it a source of satisfaction that by withdrawing our
Consent Solicitation we will have helped focus management on enhancing
shareholder value. However, if the Board fails to present such a transaction,
then the shareholders will have a clear demonstration of what we would then
believe to be management's duplicity and incompetence. In that event, we intend
to again solicit your consents or to solicit your proxies either at a special
shareholders' meeting or at Vestcom's Annual Meeting to change Vestcom's
management. In short, it is time for Mr. Cartun to "put up or shut up."
<PAGE>
Shareholders of Vestcom International, Inc.
April 3, 2000
Page 2
Again, we thank you for your support and now look forward either to a
financially rewarding transaction for all Vestcom shareholders, or to the
installation of a new Board and senior management team dedicated to making
Vestcom a success.
TIMETRUST, INC.
By:/s/ Harish K. Chopra
Harish K. Chopra, President
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