SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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.
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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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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
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WEIS MARKETS INC. 1000 S. 2nd Street
Sunbury, Pennsylvania 17801
Phone 570-286-3636
Fax 570-286-3692
PRESS RELEASE
Contact: Dennis V. Curtin FOR IMMEDIATE RELEASE
Phone: (570) 286-3636 December 2, 1999
E-Mail: [email protected]
WEIS MARKETS RESPONDS TO DISSIDENT GROUP FILING
SUNBURY, Pa., Dec. 2 -- Weis Markets (NYSE: WMK) today said it is committed to
continuing to build value for all of its shareholders and will oppose the
actions of a dissident group that is seeking to replace the current board.
Earlier this week, a group that includes the family of Janet Weis and lawyers
for the Degenstein Foundation (the dissident group) filed a Schedule 13D-A that
seeks to replace the Company's current board of directors and have the company
pursue a merger or business combination.
The Company said that it recently began negotiations with certain members of the
dissident group with respect to purchasing the group's Common Stock in order to
accommodate the personal interests of the members' goal of liquidating shares
they hold. The Company believes that the recent filing by the dissident group
represents an effort on their part to achieve that personal goal.
Robert F. Weis, Chairman of Weis Markets, stated, "We are disappointed that the
actions of the dissident group have had a disruptive affect on the Company,
especially during the busiest time of the year. Our goal has been and will
continue to be enhancing the value for all of our shareholders. While the
Company is not for sale, we are actively working with our financial advisors,
Morgan Stanley Dean Witter, to study a range of alternatives that will create
value in a manner that serves the interests of all our shareholders."
Mr. Weis, whose family controls 41%, added, "The dissident shareholder group,
which also controls 41%, has a specific and personal financial agenda that we
will take into account but we will not allow their personal agenda to deter us
from serving the best interests of all shareholders, our loyal employees and the
communities we serve."
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CERTAIN ADDITIONAL INFORMATION: The following persons may be deemed to be
"participants" in a solicitation opposing the proposals of the dissident group:
Weis Markets, Inc.; Robert F. Weis (Chairman of the Board and Treasurer of the
Company); Norman S. Rich (Director and President of the Company); William R.
Mills (Director, Vice President Finance and Secretary of the Company); Jonathan
H. Weis (Director and Vice President Property Management and Development of the
Company); and Richard E. Shulman (Director of the Company). As of November 30,
1999, Robert Weis may be deemed to beneficially own 12,764,153 shares of the
Company's common stock; Mr. Rich may be deemed to beneficially own 64,543 shares
of the Company's common stock; Mr. Mills may be deemed to beneficially own
11,000 shares of the Company's common stock; Jonathan Weis may be deemed to
beneficially own 87,563 shares of the Company's common stock; and Mr. Shulman
may be deemed to beneficially own 222 shares of the Company's common stock.
