SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
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SECURITIES EXCHANGE ACT OF 1934
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WEIS MARKETS, INC.
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(Name of Registrant as Specified In Its Charter)
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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 7, 1999
E-Mail: [email protected]
WEIS MARKETS CREATES SPECIAL BOARD COMMITTEE
SUNBURY, Pa., December 7, 1999 - Weis Markets (NYSE: WMK) today announced that
its Board of Directors has established a Special Committee of the Board to
evaluate and consider actions in response to the request of a dissident group
that is seeking to replace the current Board.
The five-person committee, which will work with the Company's outside financial
and legal advisors, consists of Robert F. Weis, Chairman of the Board and
Treasurer, Norman S. Rich, President, Jonathan H. Weis, Vice President-Property
Management and Development, William R. Mills, Vice President-Finance and
Secretary, and Richard E. Shulman, Director.
Robert F. Weis commented, "The formation of the Special Committee of the Board
is the appropriate next step in evaluating and responding to recent actions
taken by Janet Weis and the lawyers for the Degenstein Foundation. Over the
years, our management team has demonstrated a commitment to act prudently and
thoughtfully on behalf of our shareholders, our employees and the communities we
serve. We believe that the dissidents' actions could have significant
consequences for all of the Company's constituencies and, as a result, our
response requires careful attention and analysis. At the same time, we must
proceed by the letter of the law, in compliance with our Company by-laws as well
as with procedures laid out by federal, state and regulatory authorities.
"As we undertake this process, the Special Committee will also work diligently
with our financial advisor, Morgan Stanley Dean Witter, to evaluate a range of
alternatives to continue to build value in a manner that serves all of the
Company's shareholders, rather than a select few," Mr. Weis concluded.
On November 30, 1999, a group led by the heirs of Sigfried Weis and lawyers for
the Degenstein Foundation (the dissident group) filed a Schedule 13D-A that
seeks to
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replace the Company's current board of directors and have the company pursue a
merger or business combination. The Company believes these actions were
motivated, in large part, by the group's interest in liquidating shares of
Common Stock they hold. The Company has conducted negotiations with group
members with respect to the purchase of these shares.
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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.
