SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
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[X] Definitive Additional Materials Rule 14a-6(e)(2))
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Rule 14a-11(c) or Rule 14a-12
Watkins-Johnson Company
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(Name of Registrant as Specified in Its Charter)
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<PAGE>
[Watkins-Johnson Company Letterhead]
May 3, 1999
Dear Shareowner:
As you are aware the Annual Meeting of Shareholders for Watkins-Johnson
Corporation was held on Thursday, April 29, 1999.
Among the matters that were to be voted upon at the Annual Meeting were a
proposal (Proposal # 2) to approve amendments to the Company's Articles of
Incorporation and Bylaws to eliminate their super-majority shareowner voting
requirements and a separate proposal (Proposal # 3) to approve amendments to the
Company's Bylaws to eliminate the super-majority director voting requirements.
Each of these two proposals requires 80% of the outstanding shares vote FOR to
become effective. Due to this high voting threshold and to afford all
shareowners the opportunity to vote, the polls on these two proposals will
remain open until May 24, 1999.
If you have already returned your proxy and have vote FOR Proposals #2 and 3 we
thank you for your support. If you have previously voted AGAINST or have not yet
voted on these two important proposals, please save the company further expense
by taking the time to vote the enclosed duplicate proxy FOR Proposals #2 and 3.
The polls for proposals #1 and #4 are closed.
Included on the back of this letter is the important additional information
concerning a commitment the Board has made to all shareholders regarding the
super-majority director voting requirement of the Bylaws which was forwarded to
you in late April. For ease of obtaining full information about the meeting,
please refer to the Annual Meeting section of the Watkins-Johnson website:
http://www.wj.com.
We urge all shareowners, regardless of how many or few shares you own, to vote
FOR Proposals # 2 and 3. Please mark, sign and date the enclosed proxy card and
mail it today. Your prompt action will help the Company avoid any further
expense relating to this matter.
Please contact Larry Dennedy of MacKenzie Partners (the Company's proxy
solicitor) at 212-929-5500 (call collect) or toll-free at 800-322-2885 should
you have any questions or require assistance in voting your shares.
Sincerely yours,
/s/ Dean A. Watkins
Dean A. Watkins
/s/ H. Richard Johnson
H. Richard Johnson
/s/ W. Keith Kennedy, Jr.
W. Keith Kennedy, Jr.
