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
|_| Definitive Additional Materials
|X| 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-SQUARE LIMITED
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(Name of Person(s) Filing Consent 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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<PAGE>
To the Shareholders of Vestcom International, Inc.:
The attached open letter of Harish K. Chopra President of TimeTrust, Inc.
is being provided to you pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934 as "build-up material" relative to a proxy solicitation or a consent
solicitation presently contemplated by Harish K. Chopra , TimeTrust, Inc. and
R-Squared Limited (collectively, the "Solicitators").
THE LETTER IS NOT A PROXY STATEMENT NOR A CONSENT STATEMENT.
THE LETTER IS NOT A PROXY STATEMENT OR A CONSENT STATEMENT.
PLEASE READ THE DEFINITIVE PROXY STATEMENT CAREFULLY, WHEN IT IS
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
SOLICITORS, THE PROPOSALS THEY WILL BE ASKING THE SHAREHOLDERS TO
APPROVE, AND ANY PERSONS THEY WILL PROPOSE TO BE ELECTED TO SERVE ON
VESTCOM'S BOARD OF DIRECTORS.
YOU MAY OBTAIN A FREE COPY OF THIS LETTER, AT THE SEC'S WEB SITE AT
http://www.sec.gov. YOU MAY OBTAIN A FREE COPY OF THE LETTER FROM THE SOLICITORS
AT TIMETRUST, INC., 1455 FRAZEE ROAD, SUITE 420, SAN DIEGO, CA 92108, (619)
308-0880, FAX (619) 308- 0881.
The participants in the solicitation and their holdings of Vestcom's
common stock are:
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature Percent of
Participant Of Beneficial Ownership Class
---------------- ----------------------------------- ------------
1. Harish K. Chopra(1)(3) 670,800 shares of common stock(1)(3) 7.41%(1)(3)
1455 Frazee Road
Suite 420
San Diego, CA 92108
2. Howard April(2) 141,464 shares of common stock(2) 1.56%
1906-5150 MacDonald Avenue
Montreal, Quebec
Canada
H3X 2V7
3. Parker S. Kennedy -0- -0-
1 First American Way
Santa Ana, CA 92707
</TABLE>
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(1) Includes 84,100 shares held by TimeTrust, Inc. 556,200 shares of Vestcom
common stock held by R-Squared Limited, an affiliate of TimeTrust, Inc.
and 30,500 shares held by Mr. Chopra personally. Based upon 9,056,806
shares of Common Stock reported by the Company to be outstanding on May 1,
2000
(2) Includes 13,718 shares of Vestcom common stock and 127,746 dividend access
shares held by Mr. April which are convertible into 127,746 shares of
Vestcom common stock. Mr. April's son, Leonard April, holds 127,746 shares
of Vestcom common stock, as to which Howard April disclaims beneficial
ownership.
<PAGE>
<TABLE>
<S> <C> <C>
4. Frank E. Raab 2,000 shares of common stock 0.002%
865 S. Figuerera #2500
Los Angeles, CA 90017
5. Robert J. Verrilli 3,500 shares of common stock -0-
1455 Frazee Road
Suite 420
s San Diego, CA 92108
6. R-Squared Limited(3) 670,800 shares of common stock 7.41%(3)
P.O. Box 1586 GT
Cardinal Avenue
George Town
Grand Cayman
British West Indies
7. TimeTrust, Inc.(3) 670,800 shares of common stock(3) 7.41%(3)
1455 Frazee Road
Suite 420
San Diego, CA 92108
</TABLE>
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(3) Mr. Chopra, TimeTrust, Inc. and R-Square Limited, are members of a "group"
as defined by Rule 13d under the Securities Exchange Act of 1934, pursuant
to which each is deemed to be the beneficial owner of the aggregate number
of Vestcom common shares beneficially owned by all members of the group,
as a group.
<PAGE>
TIMETRUST, INC.
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1455 Frazee Road Tel: 885-549-7500
Suite 420 Tel: 619-308-0880
San Diego, California 92108 Fax: 619-308-0881
PRESS RELEASE
Contact: Robert Verrilli
Chief Financial Officer
FOR IMMEDIATE RELEASE
San Diego, California - June 8, 2000 - Harrish Chopra Meets with Vestcom
Board; Poison Pill Litigation Continues; Open Letter to Vestcom Shareholders
Dear Vestcom Shareholders:
In my previous communication to you on May 18, 2000, I shared my deeply
seated concerns regarding incumbent management's motives until they make a
definitive announcement that the present merger/acquisition discussions they are
undertaking will lead to a favorable conclusion, that is, a proposal in which
shareholder value would exceed the present market value price of Vestcom's
common stock.
I have not forgotten, nor have our shareholder supporters, that, when
faced with a deteriorating operational and financial environment, the Board
acted in its own self interest and entrenched itself at the expense of
shareholders by 1) providing elaborate severance agreements to the incumbent top
executives, 2) amending the Corporate by-laws to restrict shareholder rights to
call special meetings and 3) to enact a "Dead-hand Poison Pill" that restricted
any acquisition -- minded party to less than 10% ownership. As you know, the
threat of our on-going litigation caused management to amend their "Poison Pill"
but not to remove it. Consequently, our litigation efforts are still continuing
for all of our benefit.
In the spirit of seeking the best value for Vestcom shareholders I met
with the Vestcom Board on May 31, 2000. Incumbent management provided me a sense
that a financial and operational turnaround is taking place as indicated in the
Company's latest financial reports. The Board has convinced me that at the
present time that it is working diligently to accomplish a sale, but that any
significant transaction was not going to take place before the annual
shareholders meeting
At that May 31, 2000 meeting with the incumbent Board, I expressed my
continued confidence in the Company's intrinsic worth and offered to purchase 1
million shares of Company Common Stock at a price to be negotiated directly from
the Company. The additional working capital could be used to fund an
acceleration of its ongoing operational investment programs. That offer was
declined because the Board thought it would interfere with their on-going third
party discussions.
In light of the foregoing events, I thought it would be appropriate to
give the shareholders the benefit of my present thoughts:
I intend to give this incumbent management more time, beyond the June 14,
2000 annual shareholders meeting, to effect a beneficial transaction for all
shareholders. As long as I believe that the Board is working earnestly toward
the completion of a definitive transaction, I do not want to be an obstacle to
that process.
Finally, I wish to assure shareholders that even though I have decided to
give management more time to sell the Company, this decision is not an open
ended invitation to stall. I will continue my efforts to seek ways to enhance
shareholder value and if that means commencing a new solicitation for
shareholder votes sometime in the future then I am prepared to take that action.
Very truly yours,
Harish K. Chopra
President
