PRELIMINARY PROXY STATEMENT
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999.
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(A) of the
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WEIS MARKETS, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
JANET C. WEIS
SUSAN WEIS MINDEL
JOEL S. MINDEL
NANCY WEIS WENDER
ELLEN WEIS GOLDSTEIN
JOSEPH I. GOLDSTEIN
SIDNEY APFELBAUM
MICHAEL M. APFELBAUM
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<PAGE>
PRESS RELEASE
ISSUED DECEMBER 10, 1999
WEIS MARKETS SHAREHOLDERS COMMITTEE
For Immediate Release
Contact: Donald W. Schuster
The Torrenzano Group
(212) 681-1700 ext.103
Weis Markets Shareholders Committee Issues Letter Calling for Actions to
Advance Shareholder Value
------------------------------
Cites Need to Explore All Options To Maximize Shareholder Value,
Including Possible Merger and Business Combination Transactions
SUNBURY, PA, December 10 -- The Weis Markets Shareholders Committee, holding
approximately 41% of the outstanding shares of Weis Markets (NYSE: WMK),
today in a letter to shareholders renewed its call for "a board of directors
that is independent enough to question whether the current strategy is
working to advance the company's fundamental responsibility to build
shareholder value."
Responding to the Company's prior announcement, Janet Weis and Sydney
Apfelbaum stated on behalf of the committee: "We are pleased that the Company
has fully acknowledged its obligation to convene a special meeting of
shareholders and are confident that the voice of the majority of the Weis
Markets shareholder base will be heard.
"While we do not understand why the Company would seek to delay the meeting
from our requested February 7th date for an additional 2 to 3 weeks
unnecessarily, it is clear that they have acknowledged that they will hold a
meeting by the end of February at the latest unless the Company agrees
voluntarily to pursue the actions we have recommended."
Mrs. Weis and Mr. Apfelbaum concluded: "The Board, which is currently
controlled by management, has repeatedly refused to accept its responsibility
to explore the options that will best serve the interests of all shareholders
and it is disappointing that it will take a special meeting of shareholders
to elect a board that is willing to work for the interests of all
shareholders. We are committed to the course we have set and to seeking a
solution that will reap benefits for all."
In its letter, the Committee "called for a special shareholders meeting to
give shareholders the opportunity to reconstitute the Weis Markets board by
adding additional independent directors to better represent the entire
shareholder base of the company."
The Shareholders Committee noted: "Weis Markets shareholders essentially
missed out on one of the most remarkable periods of growth in the history of
the stock market" and that "the current board has refused repeated requests
to take the affirmative steps necessary to enhance shareholder value."
<PAGE>
Citing "an unprecedented level of consolidation in the U.S. supermarket
industry," the Shareholders Committee asserted that "now is the wrong time
for the company to ignore the opportunity to seek a strategic partner for the
company."
The letter concluded: "We are united in our commitment that any possible
merger or business combination must be fair and provide the best available
value to all shareholders while properly protecting the interests of Weis
Markets employees and the communities the company serves."
Weis Markets, Inc. is based in Sunbury, Pennsylvania and operates
approximately 164 stores in six states: Pennsylvania, Maryland, New Jersey,
New York, Virginia and West Virginia. The company was founded in 1912 by
brothers Harry Weis and Sigmund Weis. Weis Markets conducted its initial
public offering in 1965. Sigmund Weis's son, the late Sigfried Weis, was a
member of the company's Board of Directors from 1947 until 1995, became
President of the Company in 1961 and was Janet Weis's husband.
The Shareholders Committee is comprised of Janet C. Weis and descendants of
Janet and Sigfried Weis and their families, a family partnership and the
trustees of family trusts and foundations, including Michael M. Apfelbaum and
Joseph I. Goldstein, who also serve as directors of Weis Markets.
Certain Additional Information
Members of the Shareholders Committee have filed a preliminary proxy
statement with the Securities and Exchange Commission related to a proposed
solicitation of shareholder proxies at the special meeting of shareholders
of the company. The preliminary proxy statement contains important
information, including additional information about the views and members of
the Shareholders Committee as well as the individuals the Shareholders
Committee intends to nominate to be elected to the company's board of
directors. You should read the preliminary proxy statement in its entirety.
It can be obtained free of charge at the Securities and Exchange
Commission's web site (www.sec.gov) or by requesting a copy from MacKenzie
Partners, Inc., (212) 929-5500 (call collect) or (800) 322-2885 (toll-free).
The participants in the proposed solicitation of proxies are Janet C. Weis
and certain members of her family, Sidney Apfelbaum (on behalf of the Charles
B. Degenstein Foundation), Michael M. Apfelbaum, John S. Furst and Jeffrey E.
Perelman. In the aggregate, the members of the Shareholders' Committee
beneficially own 17,090,626 shares of common stock, or 41% of such shares
outstanding (based on information provided by Weis Markets, Inc. in its
Quarterly Report on Form 10-Q for the quarter ended September 25, 1999).
In connection with Salomon Smith Barney's engagement as financial advisor to
the Shareholders' Committee, the Committee anticipates that with respect to
the proposed solicitation certain employees of Salomon Smith Barney may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are shareholders for the purpose
of assisting in such proposed solicitation. Salomon Smith Barney will not
receive any fee for, or in connection with, such solicitation activities,
apart from the fees to which they are otherwise entitled under the terms of
their engagement. In the ordinary course of its business, Salomon Smith
Barney maintains customary arrangements and may affect transactions in the
securities of Weis Markets, Inc. for the accounts of its customers. As of
November 29, 1999, Salomon Smith Barney did not beneficially own any shares
of Weis Markets, Inc. common stock and held of record 365,6677 such shares
for customer accounts.
<PAGE>
WEIS MARKETS SHAREHOLDERS COMMITTEE
43 SOUTH FIFTH STREET
SUNBURY, PA 17801
WEIS MARKETS SHAREHOLDERS COMMITTEE SEEKS
TO MAXIMIZE VALUE FOR ALL SHAREHOLDERS
December 10, 1999
Dear Fellow Shareholder:
On Tuesday, November 30th, representatives of approximately 41 percent of
the outstanding common shares of Weis Markets -- the Shareholders Committee --
called on the company to establish a special committee of directors
representative of all shareholder interests and TO EXPLORE ALL OPTIONS TO
MAXIMIZE SHAREHOLDER VALUE, INCLUDING POSSIBLE MERGER AND BUSINESS COMBINATION
TRANSACTIONS.
We also called for a special shareholders meeting to give shareholders the
opportunity to reconstitute the Weis Markets board by adding additional
independent directors to better represent the entire shareholder base of the
company. When we made this announcement, we said that we believed there was
likely to be strong interest among potential merger partners and that such a
transaction could result in shareholders receiving a per share price
significantly higher than the recent trading range of Weis Markets stock. THE
REACTION SO FAR -- AS EVIDENCED BY THE UPWARD MOVEMENT OF THE STOCK PRICE --
SHOWS THAT THE MARKET SUPPORTS OUR VIEW.
NOW IS THE TIME TO MAXIMIZE VALUE FOR ALL SHAREHOLDERS
The current Board has refused repeated requests to take the affirmative
steps necessary to enhance shareholder value.
o WEIS MARKETS SHAREHOLDERS ESSENTIALLY MISSED OUT ON ONE OF THE MOST
REMARKABLE PERIODS OF GROWTH IN THE HISTORY OF THE STOCK MARKET. The
common stock reached a high of $41.63 in 1987, and never again returned to
that level -- until the market reaction to the initial announcement of our
platform on November 30, 1999. DURING THE SAME 12-YEAR PERIOD, THE S&P 500
INDEX APPRECIATED BY OVER 600%.
o When measured over a 10- or 5-year period, the performance has been
similarly disappointing. For the 10-year period ending on November
29,
<PAGE>
1999 (the day before our call on the company to act in the interest of all
shareholders to maximize shareholder value), an investment in the S&P 500
Index EARNED OVER 8-1/2 TIMES as much as the same amount invested in
Weis Markets shares. For the 5-year period ending on November 29, 1999,
an investment in the S&P 500 Index EARNED NEARLY 3-1/2 TIMES as much as
the same amount invested in Weis Markets shares.
o Measured on the basis of income from operations and net income, the
company's financial performance has essentially been flat over the last 5
fiscal years.
WEIS MARKETS NEEDS A BOARD OF DIRECTORS THAT IS INDEPENDENT ENOUGH TO
QUESTION WHETHER THE CURRENT STRATEGY IS WORKING TO ADVANCE THE COMPANY'S
FUNDAMENTAL RESPONSIBILITY TO BUILD SHAREHOLDER VALUE.
We have witnessed an unprecedented level of consolidation in the U.S.
supermarket industry -- with most of the larger transactions being structured as
stock-for-stock mergers, tax-free to shareholders. The value of announced
mergers and acquisitions in this industry since the beginning of 1995 has been
in excess of $59 billion.
Many of these transactions involved regional chains much like Weis Markets
- -- and provided shareholders with substantial price premiums to the prevailing
trading ranges of their stock.
Yet, despite the evidence about the impact of consolidation on shareholder
value, the company's management has summarily dismissed our formal request --
the request of 41 percent of its shareholders -- to give serious consideration
to a business combination or merger transaction.
NOW IS THE WRONG TIME FOR THE COMPANY TO IGNORE THE OPPORTUNITY TO SEEK A
STRATEGIC PARTNER FOR THE COMPANY.
THE COMPANY SHOULD DO WHAT'S BEST FOR ALL
SHAREHOLDERS, THE EMPLOYEES AND THE COMMUNITY
It is disappointing that, in response to our call for the company to focus
on shareholder value, officers of the company have chosen to characterize our
platform as a solely "personal goal" and as motivated by "greed."
SHAREHOLDER VALUE IS AN OBJECTIVE SHARED BY EACH AND EVERY SHAREHOLDER OF
THE COMPANY AND, FAR FROM BEING A DISTRACTION, AS MANAGEMENT OF THE COMPANY HAS
SUGGESTED, IT SHOULD BE THE COMPANY'S PRINCIPAL FOCUS.
OUR INTERESTS ARE FULLY ALIGNED WITH YOURS -- WE HAVE NO INTEREST IN A
TRANSACTION THAT WOULD PROVIDE FOR THE SALE OF OUR SHARES THAT WOULD NOT ALSO
INCLUDE ALL OTHER SHAREHOLDERS. Our goals are maximizing value for all
<PAGE>
shareholders and, as the competitive landscape undergoes dramatic change,
finding a strong partner for Weis Markets that will protect the interests of the
company's employees and our communities for generations to come.
We are united in our commitment that any possible merger or business
combination must be fair and provide the best available value to ALL
shareholders while properly protecting the interests of Weis Markets employees
and the communities the company serves.
NOW IS THE TIME FOR ALL SHAREHOLDERS
TO BE HEARD AT A SPECIAL MEETING
Your views and vote are important. We will keep you informed as more
information becomes available and the date of the special meeting is announced.
Should you have any questions or comments, please contact MacKenzie
Partners, Inc. at (212) 929-5500 (call collect) or CALL TOLL-FREE:
(800) 322-2885.
ON BEHALF OF THE WEIS MARKETS
SHAREHOLDERS COMMITTEE
Sincerely,
Janet C. Weis Ellen Weis Goldstein
Susan Weis Mindel Joseph I. Goldstein
Joel S. Mindel Sidney Apfelbaum
Nancy Weis Wender Michael M. Apfelbaum
<PAGE>
CERTAIN ADDITIONAL INFORMATION
Members of the Shareholders' Committee have filed a preliminary proxy
statement with the Securities and Exchange Commission related to a proposed
solicitation of shareholder proxies at the special meeting of shareholders of
the company. The preliminary proxy statement contains important information,
including additional information about the views and members of the
Shareholders' Committee as well as the individuals the Shareholders' Committee
intends to nominate to be elected to the company's board of directors. You
should read the preliminary proxy statement in its entirety. It can be obtained
free of charge at the Securities and Exchange Commission's web site
(www.sec.gov) or by requesting a copy from Mackenzie Partners, Inc., (212)
929-5500 (call collect) or (800) 922-2888 (toll-free).
The participants in the proposed solicitation of proxies are Janet C.
Weis (wife of the late Sigfried Weis), Susan Weis Mindel, Joel S. Mindel, Nancy
Weis Wender, Ellen Weis Goldstein, Joseph I. Goldstein, Sidney Apfelbaum (on
behalf of the Charles B. Degenstein Foundation), Michael M. Apfelbaum, John S.
Furst and Jeffrey E. Perelman. In the aggregate, the members of the
Shareholders' Committee beneficially own 17,090,626 shares of common stock, or
41% of such shares outstanding (based on information provided by Weis Markets,
Inc. in its Quarterly Report on Form 10-Q for the quarter ended September 25,
1999).
In connection with Salomon Smith Barney's engagement as financial advisor to
the Shareholders' Committee, the Committee anticipates that with respect to the
proposed solicitation certain employees of Salomon Smith Barney may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are shareholders for the purpose of assisting in
such proposed solicitation. Salomon Smith Barney will not receive any fee for,
or in connection with, such solicitation activities, apart from the fees to
which they are otherwise entitled under the terms of their engagement. In the
ordinary course of its business, Salomon Smith Barney maintains customary
arrangements and may affect transactions in the securities of Weis Markets, Inc.
for the accounts of its customers. As of November 29, 1999, Salomon Smith Barney
did not beneficially own any shares of Weis Markets, Inc. common stock and held
of record 365,667 of such shares for customer accounts.
