PRELIMINARY PROXY STATEMENT
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999
========================================================================
SCHEDULE 14A INFORMATION
Proxy 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 Proxy Statement [_]Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WEIS MARKETS, INC.
------------------------------------------------------------------------
(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
------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
<PAGE>
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):
------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------
[_]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:
2) Form, Schedule or Registration Statement no.:
3) Filing Party:
4) Date Filed:
===========================================================================
<PAGE>
PRESS RELEASE
ISSUED DECEMBER 8, 1999
WEIS MARKETS SHAREHOLDERS COMMITTEE
WEIS MARKETS SHAREHOLDERS COMMITTEE
RENEWS CALL FOR SPECIAL SHAREHOLDERS MEETING
News Release
For Immediate Release Contact: David W. Schuster
The Torrenzano Group
(212) 681-1700 ext.103
SUNBURY, PA--December 8--The Weis Markets Shareholders Committee, comprised of
various members of the Weis family and related trusts and foundations holding
approximately 41% of the outstanding shares of Weis Markets (NYSE: WMK), today
strongly renewed its call on the Company to set a record date for and give
notice of a special meeting of shareholders of Weis Markets to consider the
Committee's proposal to reconstitute the membership of the Board of Directors
and commence a process to evaluate all options for maximizing shareholder value.
Janet Weis and Sidney Apfelbaum stated on behalf of the committee: "We are
disappointed that the Board of Directors of Weis Markets has ignored repeated
requests to commence a fair and open process in which all principal shareholder
constituencies would come together to evaluate the best strategic options
available to maximize value for the benefit of all shareholders.
"We trust that the Board will abide by its clear obligations under the Company's
by-laws and promptly convene a special meeting of shareholders, to be held no
later than February 7, so all shareholders can have a voice in determining their
financial future. We remain open to all options that deliver full and fair value
to all shareholders of the Company, and believe that any consideration of such
options must start with a fair and informed evaluation of the potential for
strategic merger combinations involving Weis Markets.
"We are confident that the voice of the majority of the Weis Markets shareholder
base will be heard and that a just process can be started that will serve their
interests. We remain committed to a process that provides appropriate
protections of the interests of Weis Markets' employees and communities."
<PAGE>
They concluded, "The `dissident' group, as the Company has chosen to refer to
us, remains united in its cause. We look forward to a fair and open referendum
on our platform and a constructive dialogue among all shareholders as we work
together to serve the best interests of all Weis Markets constituencies. The
company's attempts to cast us as a select few pursuing our own individual
interest are disingenuous. We will continue to actively pursue efforts to serve
all shareholders and enhance value for all."
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)
322-2888 (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).
<PAGE>
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 such shares for customer accounts.
