SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Weis Markets, Inc.
---------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
---------------------------------------
(Title of Class of Securities)
948849-104
---------------------------------------
(CUSIP Number)
Edward D. Herlihy, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
---------------------------------------
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1999
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box: [X]+
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
+ Each of Michael M. Apfelbaum and Sidney Apfelbaum have previously filed a
statement on Schedule 13G made pursuant to Rule 13d-1(c).
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 2 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weis Family Holdings, L.P.
I.R.S. I.D. No. 51-0390495
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8,087,773
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,087,773
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 3 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weis Family Holdings, L.L.C.
I.R.S. I.D. No. 51-0390495
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8,087,773
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,087,773
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 4 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janet C. Weis
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8,132,411
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,132,411
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 5 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael M. Apfelbaum
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
27,064
---------------------------------------------------
8 SHARED VOTING POWER
3,781,945
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,088
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,781,945
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 6 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sidney Apfelbaum
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
2,409,313
---------------------------------------------------
8 SHARED VOTING POWER
165,614
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,409,313
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
189,590
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 7 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Weis Mindel
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
724,085
---------------------------------------------------
8 SHARED VOTING POWER
2,766,131
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
724,085
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,766,131
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 8 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joel S. Mindel
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
12,150
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
12,150
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 9 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy Weis Wender
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
727,528
---------------------------------------------------
8 SHARED VOTING POWER
2,653,935
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
727,528
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,653,935
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 10 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ellen Weis Goldstein
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
737,444
---------------------------------------------------
8 SHARED VOTING POWER
2,736,317
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
737,444
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,736,317
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 11 of 25
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph I. Goldstein
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5,542
---------------------------------------------------
8 SHARED VOTING POWER
4,555
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,542
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,555
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,090,626 shares of Common Stock*
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41%*
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* Together with the other Reporting Persons.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 12 of 25
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
Reference is made to the Statement on Schedule 13D (the "Schedule 13D")
filed on May 28, 1999 by Janet C. Weis ("Janet Weis"), Weis Family Holdings,
L.P. ("WFHLP") and Weis Family Holdings, L.L.C. ("WFHLLC"), the Statement on
Schedule 13G filed on December 28, 1998 by Michael M. Apfelbaum ("Michael
Apfelbaum"), as amended, and the Statement on Schedule 13G filed on December 18,
1998 by Sidney Apfelbaum, as amended, with respect to their beneficial ownership
of the common stock, no par value ("Common Stock"), of Weis Markets, Inc., a
Pennsylvania corporation (the "Issuer"). This Schedule 13D/A, as appropriate,
amends or supersedes those previously filed statements.
Item 1. Security and Issuer.
This Schedule 13D/A relates to the Common Stock of the Issuer. The address
of the Issuer's principal executive offices is 1000 South Second Street,
Sunbury, PA 17801.
Item 2. Identity and Background.
(a) The names, and jurisdictions of organization, if applicable, of the
persons filing on this Schedule 13D/A (collectively, the "Reporting
Persons") are:
(i) WFHLP, a Delaware limited partnership.
(ii) WFHLLC, a Delaware limited liability company, and general partner
of WFHLP.
(iii) Janet Weis, an individual and sole manager of WFHLLC.
(iv) Michael Apfelbaum, an individual, co-trustee of the Claire Gross
Weis Deed of Trust and the individual trusts thereunder of which
Susan Weis Mindel, Nancy Weis Wender and/or Ellen Weis Goldstein
are beneficiaries (collectively, the "Claire Weis Trusts"), and
trustee of certain Apfelbaum family trusts.
(v) Sidney Apfelbaum, an individual, and co-trustee of the Charles B.
Degenstein Foundation Charitable Deed of Trust (the "Charles
Degenstein Foundation"), the Jane Zweifler Trust, the Walter
Zweifler Trust, the Zweifler Family Trust (collectively, the
"Zweifler Family Trusts"), the Lore Degenstein QTIP Trust and the
Lore Degenstein Charitable Remainder Unitrust (together, the
"Lore Degenstein Trusts").
(vi) Susan Weis Mindel, an individual, co-trustee of the Janet C. Weis
1997 Charitable Remainder Unitrust, the Janet C. Weis 1997
Charitable Lead Unitrust, the Janet C. Weis Grantor Retained
Annuity Trust #3 and the Janet C. Weis Grantor Retained Annuity
Trust #4 (collectively, the "Janet Weis Trusts"), certain of the
Claire Weis Trusts and of certain trusts for the benefit of her
children.
(vii) Joel S. Mindel, an individual.
(viii) Nancy Weis Wender, an individual, co-trustee of the Janet Weis
Trusts and certain of the Claire Weis Trusts.
(ix) Ellen Weis Goldstein, an individual, co-trustee of the Janet Weis
Trusts, certain of the Claire Weis Trusts and of certain trusts
for the benefit of her children.
(x) Joseph Goldstein, an individual.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 13 of 25
Additional information concerning the Reporting Persons is contained in
Item 4. below.
(b) The business addresses, or principal offices, of the Reporting Persons
are:
(i) WFHLP, c/o Mellon Bank (DE) National Association, 919 North
Market Street, Suite 200, Wilmington, DE 19801
(ii) WFHLLC, c/o Mellon Bank (DE) National Association, 919 North
Market Street, Suite 200, Wilmington, DE 19801
(iii) Janet Weis, c/o 43 South Fifth Street, Sunbury, PA 17801
(iv) Michael Apfelbaum, Apfelbaum, Apfelbaum & Apfelbaum, 43 South
Fifth Street, Sunbury, PA 17801
(v) Sidney Apfelbaum, Apfelbaum, Apfelbaum & Apfelbaum, 43 South
Fifth Street, Sunbury, PA 17801
(vi) Susan Weis Mindel, c/o 43 South Fifth Street, Sunbury, PA 17801.
(vii) Joel S. Mindel, 43 South Fifth Street, Sunbury, PA 17801.
(viii) Nancy Weis Wender, c/o 43 South Fifth Street, Sunbury, PA 17801.
(ix) Ellen Weis Goldstein, c/o 43 South Fifth Street, Sunbury, PA
17801.
(x) Joseph I. Goldstein, Kirkpatrick & Lockhart, LLP, 1800
Massachusetts Avenue, N.W., Washington, DC 20036-1800.
(c) The principal occupation of the natural persons, and the principal
business of the other persons, who are Reporting Persons are:
(i) WFHLP is principally engaged in holding Common Stock of the
Issuer;
(ii) WFHLLC is principally engaged in managing the affairs of WFHLP;
(iii) Janet Weis' principal occupation is that of a homemaker,
philanthropist and author. Janet Weiss is manager of WFHLLC;
(iv) Michael Apfelbaum's principal occupation is the practice of law,
and he is also a director of the Issuer;
(v) Sidney Apfelbaum's principal occupation is the practice of law.
(vi) Susan Weis Mindel, a consultant;
(vii) Joel S. Mindel's principal occupation is the practice of
medicine;
(viii) Nancy Weis Wender's principal occupation is that of a clinical
counselor;
(ix) Ellen Weis Goldstein is a graduate student; and
(x) Joseph I. Goldstein's principal occupation is the practice of
law, and he is also a director of the Issuer.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 14 of 25
(f) The citizenship of each of the Reporting Persons is of the United
States.
Item 3. Source of Funds.
Except as set forth below, the shares of Common Stock were not purchased
but were acquired by the Reporting Persons through their becoming trustees or
co-trustees of the various trusts or foundations identified in Item 2., through
gifts from family members or testamentary dispositions from the estates of the
founders of the Issuer or descendants of such founders or their family members
or through participation in the Issuer's dividend reinvestment plan. The
circumstances under which WFHLP and WFHLLC may be deemed to have acquired
beneficial ownership of shares of Common Stock are described on the Schedule 13D
filed by such entities dated May 28, 1999. Janet C. Weis previously purchased
6,500 shares of Common Stock from the Charles and Betty Degenstein Foundation
(First National Trust Bank, Trustee), using her own funds, for approximately
$227,500, and 7,500 shares of Common Stock from the Lee Degenstein Trust (Sidney
Apfelbaum, Walter Zweifler and Mellon Bank, N.A., trustees), using her own
funds, for approximately $272,800. Various other Reporting Persons have
previously purchased shares of Common Stock from time to time in the past, in
each case using their own funds, for an aggregate amount not in excess of
$200,000.
Item 4. Purpose of Transaction.
The Reporting Persons have been the beneficial owners of a significant
portion of the Issuer's outstanding Common Stock for a number of years. Such
shares were acquired in large part through gift and bequest from the late
Sigmund Weis, a co-founder of the Issuer, and his heirs. Janet Weis is the
daughter-in-law of Sigmund Weis, and the wife of Sigmund Weis' son, the late
Sigfried Weis, a former Chairman of the Board and President of the Issuer.
Michael Apfelbaum, a director of the Issuer, and Sidney Apfelbaum, Michael
Apfelbaum's father, each act as co-trustees of trusts relating to the estates of
Sigmund Weis or other of his descendants and their spouses. Michael Apfelbaum is
a co-trustee of the Claire Weis Trust and Sidney Apfelbaum is a co-trustee of
the Charles Degenstein Foundation. Claire Weis was Sigmund Weis' wife, Claire
Degenstein his daughter and Charles B. Degenstein his son-in-law. Janet Weis'
daughters, Ellen Weis Goldstein, Nancy Weis Wender and Susan Weis Mindel, and
certain of their children, hold interests in WFHLP and WFHLLC and may be deemed
to beneficially own other Common Stock held by a number of family trusts of
which they are co-trustees. Ellen Weis Goldstein is married to Joseph I.
Goldstein, a director of the Issuer.
The Reporting Persons beneficially own an aggregate of approximately 41%
of the outstanding Common Stock (based on the total shares of Common Stock
outstanding as of September 25, 1999 as reported by the Issuer in its Quarterly
Report on Form 10-Q for the period then ended). The Reporting Persons believe
that approximately 20% of the Issuer's outstanding Common Stock is held by
public shareholders who are unrelated to the Weis family, and that the remaining
shares are held by descendents of the late Harry Weis, a co-founder of the
Issuer and Sigmund Weis' brother.
The Reporting Persons believe that the Issuer is not taking sufficient
steps to enhance the value and liquidity of the Common Stock and to protect
shareholder interests against rapidly developing trends in the Issuer's
industry. Certain of the Reporting Persons have from time to time in the past in
their own individual capacity expressed this sentiment to the Issuer, but no
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 15 of 25
affirmative steps have been taken by the Issuer in response (other than informal
overtures to certain of such individuals from time to time by representatives of
the Issuer concerning the possibility that the Issuer might be willing to
purchase a portion of their shares at an indeterminate price that was generally
suggested to be approximately equal to the then market price of such shares).
Such individuals have chosen not to pursue such overtures and instead have from
time to time urged representatives of the Issuer to consider steps to maximize
shareholder value including by engaging in discussions with industry
participants who have from time to time expressed an interest in pursuing a
possible strategic transaction with the Issuer.
The Reporting Persons believe that the trends toward larger, more
efficient competitors and new delivery and customer service channels have
significant competitive implications for the Issuer that could affect the future
performance of the Common Stock, and are concerned that the Issuer has not
adequately articulated a strategy for maximizing shareholder value in view of
these challenges and opportunities.
The Reporting Persons have recently engaged Salomon Smith Barney ("SSB")
to act as their financial advisor and to assist the Reporting Persons in
obtaining increased liquidity and value for their shares. Based upon the advice
they have received from SSB, the Reporting Persons believe that the value that
shareholders could receive in a sale or merger transaction involving the Issuer
is likely to be substantially in excess of the current trading range of the
Common Stock and that there would likely be strong interest by potential
acquirers in the Issuer. SSB has advised the Reporting Persons that, based upon
its preliminary analysis of the Issuer using only publicly available information
and without having conducted any solicitation of third-party interest, and
relying upon recent merger and acquisition precedents in the retail grocery
industry, it believes that a per share acquisition price in the range of $45 to
$55 should reasonably be obtainable by the Issuer in the current market
environment.
The Reporting Persons do not believe that the Issuer is likely to pursue
actions that are likely to result in the shareholders receiving this or
equivalent value for their shares absent direct pressure from the Issuer's
shareholders.
The Reporting Persons are also concerned that the Issuer has not
demonstrated a strong commitment to those corporate governance principles that
would assure that the interests of all of the shareholders of the Issuer are
fully and adequately represented on the Board. They believe that the current
configuration of the Board, which includes four members out of seven who are
officers of the Issuer (the "inside directors"), is inconsistent with the
interests of the broad shareholder base which includes holders owning a
substantial majority of the Issuer's outstanding shares whose interests are not
directly aligned with those of the inside directors.
The Reporting Persons would like the Issuer to undertake measures that
will ensure that the composition of the Board of Directors better reflects all
of the Issuer's shareholder constituencies and that the full value of the
Issuer's shares is reflected in its share price and that greater liquidity is
available to all shareholders. These measures include the following:
(1) Changing the composition of the Board of Directors such that the
Board contains equal representation of all members of the Weis
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 16 of 25
family, as well as a strong base of non-management directors, who
together can represent the interests of all shareholders of the
Issuer; and
(2) Establishing a special committee of directors representative of all
shareholder interests to consider and evaluate the strategic options
available to the Issuer for maximizing shareholder value and
providing enhanced liquidity to shareholders, including through
possible business combination and merger transactions.
The Reporting Persons intend to request that the Issuer retain SSB to assist the
Issuer and the special committee in its examination and pursuit of such
alternatives. The Reporting Persons also believe that the Issuer's strong
balance sheet (which is largely free of debt and includes approximately $400
million in cash and marketable securities on hand) can be used to provide the
Issuer's shareholders with tangible short-term value, without adversely
affecting the Issuer's previously commenced capital investment program, in the
event that a sale process is not consummated.
This Schedule 13D/A is being filed on the basis that certain actions that
the Reporting Persons have taken, or may hereafter take, may be deemed
sufficient to have the Reporting Persons be deemed, but the Reporting Persons do
not hereby admit that they are, to be acting as a "group" under the Rules
promulgated under Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
In order to encourage the Issuer to take the actions specified above, the
Reporting Persons have delivered a notice (the "Special Meeting Notice")
pursuant to the Issuer's Bylaws requesting that the Issuer call a special
meeting of the Issuer's shareholders. In this notice, the Reporting Persons have
notified the Issuer that it is their intention to consider and adopt resolutions
to reconstitute the membership of Issuer's Board of Directors to result in a
board of directors that is representative of all shareholder constituencies by
electing Michael M. Apfelbaum, John S. Furst, Joseph I. Goldstein and Jeffrey E.
Perelman (the "Nominees") as four of the seven directors on the Board Board of
Directors. These resolutions would also facilitate the re-election of Robert F.
Weis, Norman S. Rich and Jonathan H. Weis, or in substitution therefor Richard
E. Shulman, to fill the remaining three seats on the Board of Directors. The
Reporting Persons believe that this Board composition would fairly reflect all
of the shareholder interests in the Issuer while providing a core of strong
independent directors who can represent the interests of all of the Issuer's
shareholders. The full text of the Special Meeting Notice, which is set forth in
Exhibit 99.2 to this Schedule 13D/A, is incorporated by reference herein.
The Reporting Persons intend to indicate to the Issuer that, in lieu of
proceeding with a special meeting of shareholders, they are willing to consider
a process with the Issuer whereby their nominees would be added to a
reconstituted Board of Directors that fully represents the interests of all
shareholders of the Issuer, and a process would be commenced under the
supervision of a special committee of directors that is fully representative of
all such interests, and with the assistance of SSB, to explore the best
strategic options for all shareholders to maximize the value and liquidity of
their shares of Common Stock.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 17 of 25
In connection with the filing of this Schedule 13D/A and the delivery of
the Special Meeting Notice to the Issuer, the Reporting Persons have filed a
press release, dated as of the date hereof. A copy of the press release is
attached as Exhibit 99.4 hereto.
The Reporting Persons intend to continue to evaluate their investment in
the Common Stock based upon the business, financial condition, results of
operations and prospects of the Issuer, as well as general economic, financial,
and industry conditions, the securities markets and future trading prices in the
general and those of the Common Stock in particular, other developments and
other investment opportunities. The Reporting Persons reserve the right to
change their plans and intentions with respect to their investment in the Issuer
at any time, as they deem appropriate. In particular, any or all of the
Reporting Persons may seek to dispose of all or a portion of such Reporting
Person's current holdings of Common Stock or to acquire additional Common Stock
or other equity securities of the Issuer. There can be no assurance that the
Reporting Persons will decrease or increase their investment in the Issuer.
Except as set forth above, the Reporting Persons have no present plans or
intentions which would result in any of the matters set forth in items (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons beneficially own the
following aggregate numbers of shares of Common Stock, representing the
following percentages of the shares of Common Stock outstanding as of
September 25, 1999 (as reported by the Issuer in its Quarterly Report on
Form 10-Q for the period then ended):
WFHLP 8,087,773 shares, representing 19.4%
WFHLLC 8,087,773 shares, representing 19.4%
Janet Weis 8,132,411 shares, representing 19.5%
Michael Apfelbaum 3,809,009 shares, representing 9.1%
Sidney Apfelbaum 2,598,903 shares, representing 6.2%
Susan Weis Mindel 3,490,216 shares, representing 8.3%
Joel S. Mindel 12,150 shares, representing 0.03%
Nancy Weis Wender 3,381,463 shares, representing 8.1%
Ellen Weis Goldstein 3,473,761 shares, representing 8.3%
Joseph I. Goldstein 10,097 shares, representing 0.02%
In the aggregate, the Reporting Persons as a group beneficially own
17,090,626 shares of Common Stock, representing approximately 41% of the shares
of Common Stock outstanding as of September 25, 1999 (as reported by the Issuer
in its Quarterly Report on Form 10-Q for the period then ended).
(b) As of the date hereof, the Reporting Persons had sole power to vote,
shared power to vote, sole power to dispose and shared power to dispose
the following shares of Common Stock, and shared such power with the
persons set forth below:
WFHLP:
Sole voting power 8,087,773
Shared voting power 0
Sole dispositive power 8,087,773
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 18 of 25
Shared dispositive power 0
WFHLLC:
Sole voting power 8,087,773
Shared voting power 0
Sole dispositive power 8,087,773
Shared dispositive power 0
Janet Weis:
Sole voting power 8,132,411
Shared voting power 0
Sole dispositive power 8,132,411
Shared dispositive power 0
Michael Apfelbaum:
Sole voting power 27,064
Shared voting power 3,781,945*
Sole dispositive power 3,088
Shared dispositive power 3,781,945*
* Voting and dispositive power as to 3,781,945 shares shared with
Susan Weis Mindel, Nancy Weis Wender and Ellen Weis Goldstein as
co-trustees of the Claire Weis Trust.
Sidney Apfelbaum:
Sole voting power 2,409,313
Shared voting power 165,614*
Sole dispositive power 2,409,313
Shared dispositive power 189,590*
* Voting and dispositive power as to 18,000 shares shared with Mellon
Financial Corporation, Mellon Bank, N.A. and Walter Zweifler as
co-trustees of the Zweifler Family Trusts; voting and dispositive
power as to 147,614 shares shared with Mellon Financial Corporation,
Mellon Bank, N.A. and Lore Degenstein as co-trustees of the Lore
Degenstein Trusts; and dispositive power as to 23,976 shares shared
with Carole Apfelbaum, his wife.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 19 of 25
Susan Weis Mindel:
Sole voting power 724,085
Shared voting power 2,766,131*
Sole dispositive power 724,085
Shared dispositive power 2,766,131*
* Voting and dispositive power as to 127,662 shares shared with
Nancy Weis Wender and Ellen Weis Goldstein as co-trustees of the
Janet Weis Trusts; voting and dispositive power as to 112,196
shares shared with her children as co-trustee of certain trusts
for the benefit of such children; voting and dispositive power as
to 627,836 shares shared with Michael Apfelbaum as co-trustees of
one of the Claire Weis Trusts; and voting and dispositive power
as to 1,898,437 shares shared with Michael Apfelbaum, Nancy Weis
Wender and Ellen Weis Goldstein as co-trustees of one of the
Claire Weis Trusts.
Joel S. Mindel:
Sole voting power 12,150
Shared voting power 0
Sole dispositive power 12,150
Shared dispositive power 0
Nancy Weis Wender:
Sole voting power 727,528
Shared voting power 2,653,935*
Sole dispositive power 727,528
Shared dispositive power 2,653,935*
* Voting and dispositive power as to 127,662 shares shared with
Susan Weis Mindel and Ellen Weis Goldstein as co-trustees of the
Janet Weis Trusts; voting and dispositive power as to 627,836
shares shared with Michael Apfelbaum as co-trustees of one of the
Claire Weis Trusts; and voting and dispositive power as to
1,898,437 shares shared with Michael Apfelbaum, Susan Weis Mindel
and Ellen Weis Goldstein as co-trustees of one of the Claire Weis
Trusts.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 20 of 25
Ellen Weis Goldstein:
Sole voting power 737,444
Shared voting power 2,736,317*
Sole dispositive power 739,727
Shared dispositive power 2,736,317*
* Voting and dispositive power as to 127,662 shares shared with
Susan Weis Mindel and Nancy Weis Wender as co-trustees of the
Janet Weis Trusts; voting and dispositive power over 4,555 shares
shared with Joseph I. Goldstein; voting and dispositive power as
to 77,627 shares shared with her children as co-trustees of
certain trusts for the benefit of such children; voting and
dispositive power as to 627,836 shares shared with Michael
Apfelbaum as co-trustees of one of the Claire Weis Trusts; and
voting and dispositive power as to 1,898,437 shares shared with
Michael Apfelbaum, Susan Weis Mindel and Nancy Weis Wender as
co-trustees of one of the Claire Weis Trusts.
Joseph I. Goldstein:
Sole voting power 5,542
Shared voting power 4,555*
Sole dispositive power 5,542
Shared dispositive power 4,555*
* Voting and dispositive power as to 4,555 shares shared with Ellen
Weis Goldstein.
Except for shares of Common Stock that each of the Reporting Persons
beneficially owns directly (and not solely by virtue of such Reporting Person's
position as manager of WFHLLC, as a trustee or co-trustee of a trust or
charitable foundation or by virtue of such Reporting Person being deemed to
be a member of the "group" described herein for purposes of the Exchange Act),
each of the Reporting Persons disclaims beneficial ownership of the Common Stock
described herein and this Schedule 13D/A shall not be construed as an admission
that such Reporting Person is the beneficial owner of such shares of Common
Stock.
In addition, certain of the Reporting Persons share voting or dispositive
power over certain shares of Common Stock with persons as described above in
this Item 5(b) who are not Reporting Persons hereunder (the "Non-Reporting
Persons"). The names, and jurisdictions of organization, if applicable, of the
Non-Reporting Persons are:
(i) Mellon Financial Corporation, a Pennsylvania corporation, and the
parent holding company of Mellon Bank, N.A.
(ii) Mellon Bank, N.A., a national banking association and co-trustee
of the Zweifler Family Trusts and the Lore Degenstein Trusts.
(iii) Walter Zweifler, an individual and co-trustee of the Zweifler
Family Trusts.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 21 of 25
(iv) Lore Degenstein, an individual and co-trustee of the Lore
Degenstein Trusts.
(v) Carole Apfelbaum, an individual and the wife of Sidney Apfelbaum.
The business addresses, or principal offices, of the Non-Reporting Persons
are:
(i) Mellon Financial Corporation, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258.
(ii) Mellon Bank, N.A., c/o Mellon Financial Corporation, One Mellon
Bank Center, Pittsburgh, Pennsylvania 15258.
(iii) Walter Zweifler, Lore Degenstein and Carole Apfelbaum: c/o 43
South Fifth Street, Sunbury, PA 17801.
The principal occupation of the natural persons, and the principal
business of the other persons, who are Non-Reporting Persons are:
(i) Mellon Financial Corporation provides banking and other financial
products and services.
(ii) Mellon Bank, N.A. provides banking and other financial services.
(iii) Walter Zweifler's principal occupation is that of a business
valuation expert.
(iv) Lore Degenstein's principal occupation is that of a homemaker.
(v) Carole Apfelbaum's principal occupation is that of a homemaker.
To the knowledge of the Reporting Persons, none of the Non-Reporting
Persons have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
To the knowledge of the Reporting Persons, none of the Non-Reporting
Persons have, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
To the knowledge of the Reporting Persons, the citizenship of each of the
Non-Reporting Persons is the United States.
(c) During the past 60 days, the Reporting Persons have not engaged in any
transactions involving the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The limited partnership agreement of WFHLLP is set forth as Exhibit 99.5
hereto.
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 22 of 25
In connection with the engagement of SSB as financial advisor to the
Reporting Persons relating to the subject matter of this Schedule 13D/A, Janet
Weis has entered into an engagement letter agreement (the "Engagement Letter")
with SSB. Pursuant to the Engagement Letter, SSB has agreed to perform such
customary financial advisory and investment banking services as are reasonably
requested in connection with a potential transaction (the "Transaction"),
including the sale, transfer or other disposition of, or special dividend with
respect to, all or a significant portion of the shares of Common Stock
beneficially owned by Janet Weis and the Reporting Persons who become a party to
the Engagement Letter and certain members of the families thereof. Janet Weis
has agreed to use her reasonable best efforts to have the other Reporting
Persons become parties to the Engagement Letter. SSB is entitled to receive fees
for its services under the Engagement Letter as follows: (a) $250,000 promptly
upon execution of the Engagement Letter; (b) $250,000 following successful
completion of a proxy solicitation, action by written consent, negotiated
settlement or other event pursuant to which designees of the Reporting Persons
represent a majority of the Board of Directors of the Issuer; (c) an additional
fee (the "Transaction Fee") determined by multiplying the total amount of cash
and the fair market value (on the date of payment) of all other property paid or
payable to the Reporting Persons who become parties to the Engagement Letter in
respect of the shares of Common Stock held by them in connection with a
Transaction (the applicable percentage will be based on the percentage premium
of the transaction value on a per-share basis over a base price determined by
the closing price on the New York Stock Exchange of the Common Stock on November
26, 1999, and will vary from 0.25% for premiums to the base price of 0% or less
up to 0.75% for premiums to the base price of 40% or more); and (d) without
duplication of the Transaction Fee, a fee of 0.25% of the value of any special
dividend that is paid to the Reporting Persons. Amounts payable pursuant to
clauses (c) or (d) of the preceding sentence will be reduced, without
duplication, by any amounts previously paid under clauses (a) and (b) of the
preceding sentence. Under the Engagement Letter, SSB is also entitled to
reimbursement of its reasonable expenses, including reasonable fees and expenses
of SSB's legal counsel in connection with the engagement of up to $10,000.
Such Reporting Persons have also agreed to use reasonable efforts, subject
to any fiduciary duties of such Reporting Persons, to cause Issuer to retain SSB
as their exclusive financial advisor in connection with a review of strategic
alternatives and the execution thereof, for which SSB would be entitled to
receive a normal and customary fee from Issuer for such transaction in lieu of
the payment by the Reporting Person of further fees under the Engagement Letter.
In addition to the foregoing, the Reporting Persons who are parties to the
Engagement Letter have also entered into a customary indemnification agreement
with SSB in connection with SSB's engagement.
The Nominees have entered into an indemnification agreement, dated
November 30, 1999, with Janet Weis (the "Director Indemnity Agreement").
Pursuant to the Director Indemnity Agreement, Janet Weis, on behalf of WFHLP and
WFHLLC (together, "Family Holdings"), agrees to indemnify and hold harmless each
of the Nominees and their successors, assigns and personal representatives from
and against any losses, expenses, claims or proceedings related to the
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 23 of 25
agreement of the Nominees to serve as a Nominee and actions prior to such
election that are made in pursuit thereof. Janet Weis also agrees pursuant to
the Director Indemnity Agreement to retain counsel to defend the Nominees in any
litigation brought as a result of the Nominees' agreement to serve as a Nominee
and to pay all counsel fees and costs related to such defense.
Except as set forth in this Item 6 and in Item 4 above, and for such
contracts and agreements which are filed as exhibits hereto, the Reporting
Persons have no contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Notice of Call of a Special Meeting of Shareholders and
Intention to Present Business and Nominations
Exhibit 99.3 Power of Attorney
Exhibit 99.4 Press Release, dated November 30, 1999
Exhibit 99.5 Limited Partnership Agreement of Weis Family Holdings,
L.P., dated as of May 28, 1999 (incorporated by reference
to Exhibit 2 of the Schedule 13D)
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 24 of 25
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 30, 1999
WEIS FAMILY HOLDINGS, L.P.,
By: WEIS FAMILY HOLDINGS, L.L.C.,
its General Partner
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
WEIS FAMILY HOLDINGS, L.L.C.,
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
/s/ Janet C. Weis
-----------------------
JANET C. WEIS
/s/ Michael M. Apfelbaum
------------------------
MICHAEL M. APFELBAUM
/s/ Sidney Apfelbaum
------------------------
SIDNEY APFELBAUM
/s/ Susan Weis Mindel
------------------------
SUSAN WEIS MINDEL
/s/ Joel Mindel
------------------------
JOEL MINDEL
/s/ Nancy Weis Wender
------------------------
NANCY WEIS WENDER
<PAGE>
CUSIP NO. 948849-104 Schedule 13D/A Page 25 of 25
/s/ Ellen W. Goldstein
------------------------
ELLEN WEIS GOLDSTEIN
/s/ Joseph I. Goldstein
------------------------
JOSEPH I. GOLDSTEIN
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934,
the undersigned hereby agree to the joint filing of this Statement on Schedule
13D/A including any amendments thereto.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
Dated: November 30, 1999
WEIS FAMILY HOLDINGS, L.P.,
By: WEIS FAMILY HOLDINGS, L.L.C.,
its General Partner
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
WEIS FAMILY HOLDINGS, L.L.C.,
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
/s/ Janet C. Weis
-----------------------
JANET C. WEIS
/s/ Michael M. Apfelbaum
------------------------
MICHAEL M. APFELBAUM
/s/ Sidney Apfelbaum
------------------------
SIDNEY APFELBAUM
/s/ Susan Weis Mindel
------------------------
SUSAN WEIS MINDEL
/s/ Joel Mindel
------------------------
JOEL MINDEL
<PAGE>
/s/ Nancy Weis Wender
------------------------
NANCY WEIS WENDER
/s/ Ellen Weis Goldstein
------------------------
ELLEN WEIS GOLDSTEIN
/s/ Joseph I. Goldstein
------------------------
JOSEPH I. GOLDSTEIN
Exhibit 99.2
November 30, 1999
Mr. William R. Mills
Vice President, Finance and Secretary
Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801
Re: Notice of Call of a Special Meeting of Shareholders
and Notice of Intention to Present Business and
Nominations
---------------------------------------------------
Dear Mr. Mills:
As set forth in Section A.3. below, the undersigned (the
"Proponents") shareholders of Weis Markets, Inc., a Pennsylvania corporation
(the "Company"), own of record, in the aggregate, Eligible Shares, as defined in
the Company's By-Laws, as amended (the "By-Laws"), representing in excess of
twenty percent (20%) of the outstanding shares of Common Stock, no par value, of
the Company (the "Common Stock"). Pursuant to Section 3-03 of the By-Laws and
the Business Corporation Law of the Commonwealth of Pennsylvania, as amended
(the "BCL"), the undersigned hereby demand and request that the Secretary of the
Company call a special meeting of the shareholders of the Company to be held as
promptly as possible, but in no event later than February 7, 2000 (the "Special
Meeting"). As set forth in further detail below, the purposes of the Special
Meeting, including any postponements or adjournments thereof, shall be (1) to
remove the current Board of Directors, (2) to elect directors nominated by the
Proponents to fill these newly created vacancies and (3) to amend the By-Laws to
ensure that the Company's shareholders continue to have a meaningful opportunity
to influence the management of the Company.
A. NOTICE OF INTENTION TO PRESENT BUSINESS
The Proponents hereby provide the Company advance notice of their
intention to present business to be brought before the Special Meeting, and, in
the alternative, any subsequent annual or special meeting of shareholders to be
held to elect directors for a term ending at the 2001 annual meeting, pursuant
to Section 3-14 of the By-Laws. Set forth below are: (w) a description of the
business intended to be brought before the Special Meeting (including the text
of all proposals and resolutions to be presented to the shareholders) and the
reasons for conducting such business at the Special Meeting; (x) the names and
addresses, as they appear on the Company's books, of the Proponents; (y) the
class and number of shares of the Company beneficially owned by the Proponents;
and (z) any material interest of the Proponents in such business.
<PAGE>
To the extent that this notice serves as a notice of business and
nominations to be brought before the next annual meeting of shareholders
referred to in the previous paragraph, the business and nominations to be
considered thereat shall be as described in this notice, except that at such
annual meeting the Proponents will not propose to remove the entire Board of
Directors and will only nominate either of Messrs. Michael M. Apfelbaum or
Joseph I. Goldstein for election as directors if such nomination is necessary
because such individuals are not renominated by the Company.
1. Description of the Business and Reasons Therefor
------------------------------------------------
At the Special Meeting, the Proponents intend to present and have
voted upon and approved by the shareholders of the Company at the Special
Meeting the following resolutions (the "Resolutions"), pursuant to the terms of
the Company's Articles of Incorporation, the By-Laws and the BCL:
RESOLVED, that the current Board of Directors be
removed in its entirety, including without limitation
any of the following who are members of the Board as
of the Special Meeting: Robert F. Weis, Norman S.
Rich, William R. Mills, Jonathan H. Weis, Michael M.
Apfelbaum, Joseph I. Goldstein and Richard E. Shulman
(the "Director Removal Resolution").
RESOLVED, that each of Michael M. Apfelbaum, John S. Furst, Joseph
I. Goldstein and Jeffrey E. Perelman be elected to fill four of the
seven vacancies on the Board resulting from the Director Removal
Resolution for the balance of the terms of the present directors and
until their successors are elected and qualified (the "Election of
Directors Resolution").
RESOLVED, that the By-Laws of the Company be, and they hereby are,
amended, effective at the time this resolution is approved by the
shareholders of the Company, by adding the following after the last
sentence of Section 4-01 of the By-Laws:
No person who is an officer or employee of the Company shall
be appointed, or nominated for election, to the Board of
Directors, and no incumbent director shall become an officer
or employee of the Company (other than to the extent such
person is deemed to be an officer solely because such person
is named Chairman of the Board of Directors), if after giving
effect to such nomination, appointment or employment, a
majority of the directors are persons who are or would be
officers or employees of the Company. The membership of the
Board of Directors shall reflect, as fully as possible, the
composition of the Company's shareholder base, including its
substantial shareholders, in proportion to the percentage of
the outstanding voting shares of the Company's capital stock
held by such shareholders. The Board of Directors may not
amend or repeal this Section or adopt any new By-Law provision
that is inconsistent in any manner with this Section (the
"Board Composition Resolution").
2
<PAGE>
RESOLVED, that the shareholders of the Company hereby request that
the Board of Directors of the Company promptly proceeds to (i)
establish a committee of directors representative of all shareholder
interests to consider and evaluate the strategic options available
to the Company for maximizing shareholder value and providing
enhanced liquidity to shareholders, including through possible
business combination and merger transactions, and (ii) require that
any and all overtures (whether informal or formal) by any
unaffiliated third parties received by the Company or any of its
officers or directors concerning such a possible sale or merger are
to be reported to the full Board of Directors of the Company, that
all bona fide overtures should be explored in full and that offers
from any such persons should be solicited and not discouraged, with
a full report of such matters to be made to the shareholders of the
Company (the "Shareholder Value Resolution").
RESOLVED, that the By-Laws of the Company be and they hereby are
amended, effective at the time this resolution is approved by the
shareholders of the Company, by deleting the first two sentences of
Section 4-01 in their entirety and replacing them with the following
sentence:
The business and affairs of the Corporation shall be managed
and controlled by a Board, which shall be fixed at seven (7)
members, who shall be persons of full age (the "Size of Board
Resolution").
RESOLVED, that any and all amendments made by the Board to the
By-Laws on or after November 30, 1999 be repealed, other than those
provisions that were duly approved by the shareholders of the
Company, and that, without the approval of the shareholders of the
Company, the Board may not thereafter amend any section of the
By-Laws affected by such repeal or adopt any new By-Law provision in
a manner which serves to reinstate any repealed provision or any
similar provision (the "By-Laws Repeal Resolution").
RESOLVED, that each of the resolutions of the Proponents be voted
upon by the shareholders of the Company in the following order:
3
<PAGE>
1. The Omnibus Resolution;
2. The Bylaws Repeal Resolution;
3. The Size of Board Resolution;
4. The Board Composition Resolution;
5. The Shareholder Value Resolution;
6. The Director Removal Resolution; and
7. The Election of Directors Resolution.
and further that, pursuant to Section 1765 of the Pennsylvania
Business Corporation Law and Section 3-11 of the Company's By-Laws,
CT Corporation, and/or a representative thereof, be appointed as
sole judge of election at this meeting and that such judge of
election shall promptly following the closing of the polls make at
this meeting a written report and execute a certificate with respect
to each resolution or other item of business considered at this
meeting, which report and certificate shall be made available for
inspection to each shareholder present at this meeting as promptly
as practicable following the casting of votes thereon, with respect
to the number of votes duly cast, in person or by proxy or
otherwise, in favor or against, or abstaining or withholding
authority with respect to, each of such resolutions or other
items of business (the "Omnibus Resolution").
The Proponents are proposing the Resolutions because they believe
that the Company is not taking sufficient steps to enhance the value and
liquidity of the Common Stock and to protect shareholder interests against
rapidly developing trends in the Company's industry. Certain of the Proponents
have, from time to time in the past in their own individual capacity, expressed
this sentiment to the Company, but the Proponents believe that no affirmative
steps have been taken by the Company in response (other than informal overtures
to certain of such individuals from time to time by representatives of the
Company concerning the possibility that the Company might be willing to purchase
a portion of their shares at an indeterminate price that was generally suggested
to be approximately equal to the then-market price of such shares). Such
individuals have chosen not to pursue such overtures and instead have, from time
to time, urged representatives of the Company to consider steps to maximize
shareholder value including by engaging in discussions with industry
participants who have on occasion expressed an interest in pursuing a possible
strategic transaction with the Company.
The Proponents believe that the trends toward larger, more efficient
competitors and new delivery and customer service channels have significant
competitive implications for the Company that could affect the future
performance of the Common Stock, and are concerned that the Company has not
adequately articulated a strategy for maximizing shareholder value in view of
these challenges and opportunities.
4
<PAGE>
The Proponents have recently engaged Salomon Smith Barney ("SSB") to
act as their financial advisor and to assist the Proponents in obtaining
increased liquidity and value for their shares. Based on advice received from
SSB, the Proponents believe that the value that shareholders could receive in a
sale or merger transaction involving the Company is likely to be substantially
in excess of the current trading range of the Common Stock and that there would
likely be strong interest by potential acquirers in the Company. SSB has advised
the Proponents that, based upon its preliminary analysis of the Company using
only publicly available information and without having conducted any
solicitation of third-party interest, and relying upon recent merger and
acquisition precedents in the retail grocery, they believe that a per share
acquisition price in the range of $45 to $55 should readily be obtainable by the
Company in the current market environment.
The Proponents do not believe that the Company is likely to pursue
actions that are likely to result in the shareholders receiving this or
equivalent value for their shares absent direct pressure from the Company's
shareholders.
The Proponents are also concerned that the Company has not
demonstrated a strong commitment to those corporate governance principles that
would assure that the interests of all of the shareholders of the Company are
fully and adequately represented on the Board. They believe that the current
configuration of the Board, which includes four members out of seven who are
officers of the Company (the "inside directors"), is inconsistent with the
interests of the broader shareholder base that includes holders owning a
substantial majority of the Company's outstanding shares and whose interests are
not directly aligned with those of the inside directors.
The Proponents would like the Company to undertake measures that
will ensure that the composition of the Board of Directors better reflects all
of the Company's shareholder constituencies and that the full value of the
Company's shares is reflected in its share price and that greater liquidity is
available to all shareholders. These measures include the following:
- Changing the composition of the Board of Directors such that the Board
contains equal representation of all members of the Weis family and a
strong base of directors who can represent the interests of all
shareholders of the Company. In particular, the Proponents propose to
remove the existing Board of Directors and to nominate and elect Michael M.
Apfelbaum, John S. Furst, Joseph I. Goldstein and Jeffrey E. Perelman to
fill four of the seven vacancies on the Board of Directors created by such
removal.
- Establishing a special committee of directors representative of all
shareholders interests to consider and evaluate the strategic options
available to the Company for maximizing shareholder value and providing
enhanced liquidity to shareholders.
The Proponents intend to request and to propose to the Company's
shareholders that the Company retain SSB to assist the Company and the special
committee in its examination and pursuit of such alternatives.
5
<PAGE>
The Proponents also believe that the Company's strong balance sheet
(which is largely free of debt and includes approximately $400 million in cash
and marketable securities on hand) can be used to provide the Company's
shareholders with tangible short-term value, without adversely affecting the
Company's previously commenced capital investment program, in the event that a
sale process is not consummated.
2. Names and Addresses of the Proponents
-------------------------------------
Name Age (if Home Address (if any) and Business
---- applicable) Address (if any)
----------- -----------------------------------
Weis Family Holdings, L.P. N/A Business: c/o 43 South Fifth Street,
Sunbury, PA 17801 (record address)
Weis Family Holdings, L.L.C. Business: c/o 43 South Fifth Street,
Sunbury, PA 17801 (record address)
Sigfried Weis Trustee For The N/A Business: RR #1, Lewisburg,
Janet C. Weis Grantor Retained Pennsylvania 17837 (record address)
Annuity Trust #4
Sigfried Weis Trustee For The N/A Business: RR #1, Lewisburg,
Janet C. Weis Grantor Retained Pennsylvania 17837 (record address)
Annuity Trust #3
Ellen Weis Goldstein, Susan Weis N/A Business: RR #1, Lewisburg,
Mindel And Nancy Wender, Trustees Pennsylvania 17837 (record address)
of The Janet C. Weis 1997
Charitable Lead Unitrust
Ellen Weis Goldstein, Susan Weis N/A Business: RR #1, Lewisburg,
Mindel And Nancy Wender, Trustees Pennsylvania 17837 (record address)
of The Janet C. Weis 1997
Charitable Remainder Unitrust
Janet C. Weis 80 Home: RR #1, Lewisburg, Pennsylvania
17837 (record address)
Business: c/o 43 South Fifth Street,
Sunbury, PA 17801
Susan Weis Mindel; Susan:56; Home and Business: 185 East 64th
Joel S. Mindel Joel:60 Street, New York, New York 10021-6653
(record address)
Nancy Lynn Wender; Nancy W. 54 Home: 291 Church Street,
Wender New York, New York 10013 (record
address)
6
<PAGE>
Joseph I. Goldstein; Ellen Joseph:57; Business (Jospeph Goldstein):
Weis Goldstein; Joseph I. Ellen:51 Kirkpatrick & Lockhart, LLP, 1800
Goldstein & Ellen Goldstein Massachusetts Avenue, N.W.,
JT TEN Washington, DC 20036-1800.
Home: 5070 Lowell Street, N.W.,
Washington, D.C. 20016 (record
address)
Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street,
Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record
Agreement Sep. 30 1971 FBO Susan address)
Ann Mindel
Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street,
Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record
Agreement Sep. 30 1971 FBO Nancy address)
Lynn Wender
Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street,
Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record
Agreement Sep. 30 1971 FBO Ellen address)
Beth Goldstein
Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street,
Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record
Agreement Sep. 30 1971 FBO Claire address)
Elizabeth Degenstein
Charles B. Degenstein Foundation N/A Mellon Bank N.A., 1735 Market Street,
Charitable Deed Of Trust, Mellon Philadelphia 19103-7899 (record
Bank, N.A. and Sidney Apfelbaum, address)
Trustees
Sidney Apfelbaum; Carole Sidney:78; Business (Sidney Apfelbaum): 43 South
Apfelbaum; Sidney Apfelbaum Carole:72 Fifth Street, Sunbury, Pennsylvania
and Carole Apfelbaum
Home: RD #2, Box 494D, North
Umberland, Pennsylvania (record
address)
Michael M. Apfelbaum and Michael:39; Business (Michael Apfelbaum):
Christina S. Apfelbaum Chrsitina:38 43 South Fifth Street, Sunbury,
Pennsylvania
Home: RR #6, Box 243N, Lewisburg,
Pennsylvania 17837 (record address)
7
<PAGE>
3. The Class and Number of Shares Beneficially Owned by the
Proponents
--------------------------------------------------------
The class of shares of the Company's capital stock held by each of the persons
listed below is Common Stock.
Name Number of Shares
---- Beneficially Owned
------------------
Weis Family Holdings, L.P. 8,087,773
Weis Family Holdings, L.L.C. 8,087,773
Sigfried Weis Trustee For The Janet C. Weis 43,081
Grantor Retained Annuity Trust #4
Sigfried Weis Trustee For The Janet C. Weis 26,184
Grantor Retained Annuity Trust #3
Ellen Weis Goldstein, Susan Weis Mindel and 28,600
Nancy Wender, Trustees of The Janet C. Weis
1997 Charitable Lead Unitrust
Ellen Weis Goldstein, Susan Weis Mindel and 29,797
Nancy Wender, Trustees of The Janet C. Weis
1997 Charitable Remainder Unitrust
Janet C. Weis 44,638
Susan Weis Mindel 724,085
Joel S. Mindel 12,150
Nancy Lynn Wender 409,599
Nancy W. Wender 317,929
Ellen Weis Goldstein 737,444
Joseph I. Goldstein 5,542
Joseph I. Goldstein & Ellen Goldstein JT TEN 4,555
Girard Trust BK & Sigfried Weis & Charles B. 627,836
Degenstein Trust Under Agreement Sep. 30 1971
FBO Susan Ann Mindel
8
<PAGE>
Girard Trust BK & Sigfried Weis & Charles B. 627,836
Degenstein Trust Under Agreement Sep. 30 1971
FBO Nancy Lynn Wender
Girard Trust BK & Sigfried Weis & Charles B. 627,836
Degenstein Trust Under Agreement Sep. 30 1971
FBO Ellen Beth Goldstein
Girard Trust BK & Sigfried Weis & Charles B. 1,898,437
Degenstein Trust Under Agreement Sep. 30 1971
FBO Claire Elizabeth Degenstein
Charles B. Degenstein Foundation Charitable 2,408,526
Deed Of Trust, Mellon Bank, N.A. and Sidney
Apfelbaum, Trustees
Sidney Apfelbaum 787
Carole Apfelbaum 5,388
Sidney Apfelbaum and Carole Apfelbaum 17,750
Michael M. Apfelbaum and Christina S. 2,970*
Apfelbaum
-----------
* Includes shares held in the Company's Dividend Reinvestment Plan.
4. Material Interests of the Proponents in the Business
----------------------------------------------------
Other than as set forth herein, no Proponent has any material
interest in the Business, except to the extent that the approval of the Business
may increase the value of the Common Stock beneficially owned by each Proponent.
In addition, Michael M. Apfelbaum and Joseph I. Goldstein each are currently
members of the Company's Board of Directors, are being nominated by the
Proponents as candidates for election to the Board of Directors of the Company
and will be elected to the Board of Directors in the event that the Resolutions
are approved by the shareholders of Company.
Michael M. Apfelbaum is a partner in the legal firm of Apfelbaum,
Apfelbaum and Apfelbaum. Mr. Apfelbaum's firm provided legal services to the
Company during 1998 and 1999. The remuneration received in respect of such
services was not material to the Company or to Mr. Apfelbaum's firm. Central
Properties, Inc., a Pennsylvania corporation, owns the land under a Weis Markets
store and an adjacent parking lot in Lebanon, Pennsylvania. Central Properties
leases these properties to Weis Markets for rent payments which totaled $79,969
in 1998. The stockholders of Central Properties include family members of
Michael M. Apfelbaum and Joseph I. Goldstein.
9
<PAGE>
B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION
TO THE BOARD OF DIRECTORS
As stated above, the Proponents are hereby providing notice of their
intent to nominate the following persons as candidates to stand for election to
the Board of Directors of the Company (the "Nominees"):
(1) Michael M. Apfelbaum
(2) Joseph I. Goldstein
(3) John S. Furst
(4) Jeffrey E. Perelman
It is the Proponents' intention that a full slate of seven nominees
stand for election at the Special Meeting. Accordingly, in addition to the
Nominees set forth above, the Proponents hereby provide notice of our intent to
nominate Robert F. Weis, Norman S. Rich and Jonathan H. Weis, or in substitution
for one of them Richard E. Shulman, to fill the remaining three positions on the
Board of Directors, or in lieu of such three persons, up to three Proponents
other than Messrs. Apfelbaum and Goldstein who are individuals.
The Proponents also hereby provide notice of our intent to nominate
as Nominees such other Proponents as may be necessary such that, when aggregated
with the other Nominees who remain available for nomination and election at the
Special Meeting, the total number of Nominees represent at least a majority of
the total number of directors to be elected at such meeting.
Set forth below is the following information regarding these
nominations: (a) name, age, business address and residence address of each
Nominee, other than those Nominees who are currently directors of the Company
(ages, as applicable, and addresses of each Proponent are set forth in Section
A.2. above); (b) the principal occupation of each Nominee, other than those
Nominees who are currently directors of the Company; (c) a representation of the
Proponents that they intend to appear in person or by proxy at the Special
Meeting to nominate the Nominees; (d) the class and total number of shares of
Common Stock that are beneficially owned by each Nominee, other than those
Nominees who are currently directors of the Company (such information with
respect to each Proponent is set forth in Section A.3. above); (e) the total
number of shares of Common Stock that will be voted by each Proponent for each
Nominee; (f) a description of all arrangements or understandings between each
Proponent and each Nominee, other than those Nominees who are currently
directors of the Company, and any other person or persons (naming such person or
persons) pursuant to which the nominations are to be made by the Proponents; (g)
such other information regarding each Nominee, other than those Nominees who are
currently directors of the Company, as would by required to be included in a
Proxy Statement on Form 14A under the Exchange Act, had each Nominee been
nominated, or intended to be nominated by the Board of Directors; and (h) the
written consent of each Nominee, other than those Nominees who are currently
directors of the Company, to serve as a director of the Company if so elected.
10
<PAGE>
1. Name, Age, Business Address and Residence Address
-------------------------------------------------
Name Age Business Address Residence Address
---- --- ---------------- -----------------
John S. Furst 68 190 Shady Shores Drive 190 Shady Shores Drive
Mabank, Texas 75147-9133 Mabank, Texas 75147-9133
Jeffrey E. Perelman 50 JEP Management, Inc., One Cherry Lane,
Plymouth Corporate Center Wynnewood, Pennsylvania
625 Ridge Pike,
Consohocken,
Pennsylvania 19428
2. Principal Occupations
---------------------
Name Principal Occupation
---- --------------------
John S. Furst Retired; formerly a certified public accountant and
partner at Coopers & Lybrand and an officer of several
corporations. See Section B.7. below.
Jeffrey E. Perelman Businessman and executive. See Section B.7. below.
3. Representation of the Proponents
--------------------------------
By executing this Notice of Call of Special Meeting and Notice of
Intention to Present Business and Nominations, each Proponent thereby represents
that each Proponent intends to appear in person or by proxy at the Special
Meeting to nominate the Nominees and the other persons identified in the
introductory paragraph to this Section B, as applicable.
4. Class and Number of Shares Beneficially Owned
---------------------------------------------
Each of John S. Furst and Jeffrey E. Perelman beneficially owns no
shares of Common Stock. The number and class of shares beneficially owned by the
Proponents is set forth above in Item A.3.
5. Total Number of Shares Beneficially Owned by the Proponents
that will be Voted for Each Nominee
-----------------------------------------------------------
The Proponents intend to cumulate all of their votes in such a way
so as to assure that three of the four Nominees will be elected, even if no
other vote is cast in favor of the Nominees. If sufficient votes are cast in
favor of the Nominees by other shareholders of the Company such that such votes,
together with the number of votes cast by the Proponents in favor thereof,
constitutes a majority of the votes cast at the Special Meeting, the Proponents
will cumulate their votes among all four Nominees to assure the election of all
four of the Nominees.
11
<PAGE>
6. Description of All Arrangements Between the Proponents and the
Nominees and Other Persons Pursuant to which Nominations are Being
Made
------------------------------------------------------------------
The Proponents expect and understand that the Nominees, if elected,
would, subject to their fiduciary duties under applicable law, pursue the
proposals and strategies outlined in Section A.1.
In connection with the engagement of SSB as financial advisor to the
Reporting Persons relating to the subject matter of this Notice, Janet Weis has
entered into an engagement letter agreement (the "Engagement Letter") with SSB.
Pursuant to the Engagement Letter, SSB has agreed to perform such customary
financial advisory and investment banking services as are reasonably requested
in connection with a potential transaction (the "Transaction"), including the
sale, transfer or other disposition of, or special dividend with respect to, all
or a significant portion of the shares of Common Stock beneficially owned by
Janet Weis and the Proponents who become a party to the Engagement Letter and
certain members of the families thereof. Janet Weis has agreed to use her
reasonable best efforts to have the other Proponents become parties to the
Engagement Letter. SSB is entitled to receive fees for its services under the
Engagement Letter as follows: (a) $250,000 promptly upon execution of the
Engagement Letter; (b) $250,000 following successful completion of a proxy
solicitation, action by written consent, negotiated settlement or other event
pursuant to which designees of the Proponents represent a majority of the Board
of Directors of the Company; (c) an additional fee (the "Transaction Fee")
determined by multiplying the total amount of cash and the fair market value
(on the date of payment) of all other property paid or payable to the Proponents
who become parties to the Engagement Letter in respect of the shares of Common
Stock held by them in connection with a Transaction (the applicable percentage
will be based on the percentage premium of the transaction value on a per-share
basis over a base price determined by the average closing price on the New York
Stock Exchange of the Common Stock on November 26, 1999, and will vary from
0.25% for premiums to the base price of 0% or less up to 0.75% for premiums to
the base price of 40% or more); and (d) without duplication of the Transaction
Fee, a fee of 0.25% of the value of any special dividend that is paid to the
Proponents. Amounts payable pursuant to clauses (c) or (d) of the preceding
sentence will be reduced, without duplication, by any amounts previously paid
under clauses (a) and (b) of the preceding sentence. Under the Engagement
Letter, SSB is also entitled to reimbursement of its reasonable expenses,
including reasonable fees and expenses of SSB's legal counsel in connection with
the engagement of up to $10,000.
The Proponents who are party to the Engagement Letter have also
agreed to use reasonable efforts, subject to any fiduciary duties of such
Proponents, to cause the Company to retain SSB as its exclusive financial
advisor in connection with a review of strategic alternatives and the execution
thereof, for which SSB would be entitled to receive a normal and customary fee
from Issuer for such transaction in lieu of the payment by the Proponents of
further fees under the Engagement Letter.
In addition to the foregoing, the Proponents who are parties to the
Engagement Letter have also entered into a customary indemnification agreement
with SSB in connection with SSB's engagement.
12
<PAGE>
The Nominees are parties to an agreement with Janet C. Weis, dated
as of November 30, 1999 (the "Director Indemnity Agreement"). Pursuant to the
Director Indemnity Agreement, Janet C. Weis, on behalf of Weis Family Holdings,
L.L.P. and Weis Family Holdings, L.L.C. (together, "Family Holdings"), agrees to
indemnify and hold harmless each of the Nominees and their successors, assigns
and personal representatives from and against any losses, expenses, claims or
proceedings related to the agreement of the Nominees to serve as a Nominee and
actions prior to such election that are made in pursuit thereof. Janet C. Weis
also agrees pursuant to the Director Indemnity Agreement to retain counsel to
defend the Nominees in any litigation brought as a result of the Nominees'
agreement to serve as a Nominee and to pay all counsel fees and costs related to
such defense.
7. Other Information Required by the Proxy Rules
---------------------------------------------
Such other information regarding each Nominee, other than those
Nominees who are currently directors of the Company, as would be required to be
included in a Proxy Statement on Schedule 14A under the Exchange Act, had such
Nominee been nominated, or intended to be nominated by the Board of Directors,
is set forth below.
To the extent that information set forth at any point in this Notice
of Call of a Special Meeting of Shareholders and Notice of Intention to Present
Business and Nominations is responsive to a specific item required to be
disclosed by the Proxy Rules, whether listed below or not, each such item shall
be deemed to included in the following information.
Item 5 - Interests of Certain Persons in Matters to be Acted Upon
-----------------------------------------------------------------
(a) Michael M. Apfelbaum and Joseph I. Goldstein are each Nominees
and are each members of the incumbent Board of Directors of the Company and may
be deemed to be the beneficial owners of shares of Common Stock as indicated in
Section A.3. above. Mr. Goldstein is the husband of Ellen Weis Goldstein, who
may be deemed to be the beneficial owner of shares of Common Stock as indicated
in Section A.3. above. Mr. Apfelbaum is the husband of Christina Apfelbaum, who
may be deemed to be the beneficial owner of shares of Common Stock as indicated
in Section A.3. above. Michael M. Apfelbaum is also a partner in a law firm that
has provided legal services to the Company and family members of Mr. Apfelbaum
and Mr. Goldstein are stockholders of a company that leases land to the Company,
in each case as more fully described in Section A.4. above. The Nominees have
entered into the Director Indemnity Agreement with Janet C. Weis as described in
Section B.6. above. Other than the foregoing, no Nominee or any associate of a
Nominee has any substantial interest in any matter to be acted upon at the
Special Meeting.
Item 6 - Voting Securities and Principal Holders Thereof
--------------------------------------------------------
(d) The information required by Item 403 of Regulation S-K with
respect to each such Nominee is set forth below:
See Item B.4 above.
13
<PAGE>
Item 7 - Directors and Executive Officers
-----------------------------------------
(a) The information required by Instruction 4 to Item 103 of
Regulation S-K with respect to each such Nominee is set forth below:
No such Nominee is involved in any material pending legal
proceedings.
(b) The Information required by Items 401, 404(a) and (c) and 405 of
Regulation S-K with respect to each such Nominee is set forth below:
Item 401:
---------
(a) Identification of Directors. The names and ages of the
nominees who are not directors of the Company as of the date hereof
are set forth above under Section B.1. above, and any arrangement or
understanding between any such nominee and any other person pursuant
to which he was or is to be selected as a nominee or director is set
forth above under Section B.6. Neither John S. Furst or Jeffrey E.
Perelman currently holds any position or office with the Company or
has ever served previously as a director of the Company. If elected,
Messrs. Furst and Perelman would serve, subject to the provisions of
the Company's By-Laws, until the next annual meeting of the
Company's shareholders or until their respective successors have
been elected and qualified.
(e) Business Experience. The business experience of each of
Messrs. Furst and Perelman during the past five years is as follows:
John S. Furst: Mr. Furst has been President of Aluminum Tank
and Truck Accessories since 1996, President of Manufacturer's
Leasing and Finance, Inc. since 1995 and President of S.F.K. Inc.
since 1995. Until his retirement in February 1, 1993, Mr. Furst
worked as a certified public accountant and was a partner for 25
years with Coopers & Lybrand, spending the final 12 years of his
employment as a member of the governing body of the firm. From
November 1993 through March 1995, Mr. Furst was a consultant to
the Chairman of Coopers & Lybrand.
Jeffrey E. Perelman: For the last five years, Mr. Perelman
has served as Chief Executive Officer of: DentalEZ Group, Columbia
Dentoform, Schiller-Pfeiffer, Inc., Newton Tool & Mfg. Company,
General Machine Corporation, United Ammunition Container and JEP
Management, Inc. Mr. Perelman has served as Chief Executive
Officer of Den-Tal-Ez Alabama, Inc. since 1997 and as Chief
Executive Officer of Mantis Europe, Inc. since 1995. Mr. Perelman
is also active in various philanthropic endeavors.
Neither of Messrs. Furst or Perelman is a director of any
company with a class of securities registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended, or subject to
the requirements of Section 15(d) thereof, or any registered
investment company under the Investment Company Act of 1940.
14
<PAGE>
Item 404(a):
------------
Since the beginning of the Company's 1999 fiscal year, neither
of Messrs. Furst or Perelman or any member of their immediate family
had any material interest in a transaction, or has any material
interest in a proposed transaction, to which the Company or any
subsidiary of the Company was a party and in which the mount
involved exceeded $60,000.
Item 404(c):
------------
Neither of Messrs. Furst or Perelman or any member of their
immediate families has been indebted to the Company or any of its
subsidiaries at any time since the beginning of the Company's 1998
fiscal year in an amount in excess of $60,000.
Item 405:
---------
Not applicable.
(c) The information required by Item 404(b) of Regulation S-K with
respect to each such Nominee is set forth below:
Neither of Messrs. Furst or Perelman have or have had during the
Company's 1998 fiscal year any relationship with the Company or its subsidiaries
of the type described in Item 404(b) of Regulation S-K.
Item 8 - Compensation of Directors and Executive Officers
---------------------------------------------------------
The information required by Item 402 of Regulation S-K with respect
to each such Nominee and their associates is set forth below:
No Nominee has received any compensation from the Company.
8. Consent of Nominees to Serve
----------------------------
Duly executed consents of each Nominee, other than those Nominees
who are currently directors of the Company, to serve as a director of the
Company if elected are attached hereto as Exhibits I-A and I-B.
* * *
The information included herein represents the Proponents' best
knowledge as of the date hereof. The Proponents reserve the right, in the event
such information shall be or become inaccurate, to provide corrective
information to the Company as soon as reasonably practicable, although the
Proponents do not commit to update any information which may change from and
after the date hereof.
15
<PAGE>
The Proponents request written notice as soon as practicable but in
no event later than December 6, 1999, of any alleged defect in this Notice of
Call of a Special Meeting and Notice of Intention to Present Business and
Nominations and reserve the right, following receipt of any such notice, to
either challenge, or attempt as soon as practicable to cure, such alleged
defect. The Proponents reserve the right to give further notice of additional
business or nominations to be conducted or made at the Special Meeting or other
meeting of the Company's shareholders or to revise the business or nominations
described herein.
Nothing herein shall be deemed to be an admission that the
individual Proponents or the beneficial owners of any of the shares of Common
Stock held of record by the Proponents constitute a "group" within the meaning
of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the
rules and regulations thereunder or of any provision of the BCL.
The Proponents believe that Cede & Co. is the record holder of
certain shares owned by certain of the Proponents. Signature pages to this
Notice executed by Cede & Co. in such capacity will be forwarded to the
Company promptly following the date hereof.
Please direct any questions regarding the information contained in
this Notice of Call of a Special Meeting of Shareholders and Notice of Intention
to Present Business and Nominations to Craig M. Wasserman, Esq., Wachtell,
Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, (212)
403-1232 (Phone), (212) 403-2000 (Facsimile).
16
<PAGE>
In witness whereof, each Proponent has caused this Notice of Call of
a Special Meeting of Shareholders and Notice of Intention to Present Business
and Nominations to be duly executed on this 30th day of November, 1999.
WEIS FAMILY HOLDINGS, L.P.,
By: Weis Family Holdings, LLC, its
general partner
By: *
-----------------------------
Name: Janet C. Weis
Title: Manager
WEIS FAMILY HOLDINGS, L.L.C.,
By: *
-----------------------------
Name: Janet C. Weis
Title: Manager
*
---------------------------------------
JANET C. WEIS
SIGFRIED WEIS TRUSTEE FOR THE JANET C.
WEIS GRANTOR RETAINED ANNUITY TRUST #4
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
<PAGE>
SIGFRIED WEIS TRUSTEE FOR THE JANET C.
WEIS GRANTOR RETAINED ANNUITY TRUST #3
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
ELLEN WEIS GOLDSTEIN, SUSAN WEIS MINDEL
AND NANCY WENDER, TRUSTEES OF THE JANET
C. WEIS 1997 CHARITABLE LEAD UNITRUST
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
ELLEN WEIS GOLDSTEIN, SUSAN WEIS MINDEL
AND NANCY WENDER, TRUSTEES OF THE JANET
C. WEIS 1997 CHARITABLE REMAINDER
UNITRUST
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
/s/ Susan Weis Mindel
---------------------------------------
SUSAN WEIS MINDEL
*
---------------------------------------
JOEL S. MINDEL
<PAGE>
*
---------------------------------------
JOEL MINDEL
*
---------------------------------------
NANCY LYNN WENDER
*
---------------------------------------
NANCY W. WENDER
*
---------------------------------------
ELLEN WEIS GOLDSTEIN
*
---------------------------------------
JOSEPH I. GOLDSTEIN
*
---------------------------------------
JOSEPH I. GOLDSTEIN & ELLEN GOLDSTEIN
JT TEN
GIRARD TRUST BK & SIGFRIED WEIS & CHARLES
B. DEGENSTEIN TRUST UNDER AGREEMENT
SEP. 30 1971 FBO SUSAN ANN MINDEL
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
<PAGE>
GIRARD TRUST BK & SIGFRIED WEIS & CHARLES
B. DEGENSTEIN TRUST UNDER AGREEMENT
SEP. 30 1971 FBO NANCY LYNN WENDER
By: *
-----------------------
Name: Nancy Weis Wender
Title: Trustee
GIRARD TRUST BK & SIGFRIED WEIS & CHARLES
B. DEGENSTEIN TRUST UNDER AGREEMENT
SEP. 30 1971 FBO ELLEN BETH GOLDSTEIN
By: *
-----------------------
Name: Ellen Weis Goldstein
Title: Trustee
GIRARD TRUST BK & SIGFRIED WEIS & CHARLES
B. DEGENSTEIN TRUST UNDER AGREEMENT
SEP. 30 1971 FBO CLAIRE ELIZABETH
DEGENSTEIN
By: /s/ Susan Weis Mindel
-----------------------
Name: Susan Weis Mindel
Title: Trustee
CHARLES B. DEGENSTEIN FOUNDATION
CHARITABLE DEED OF TRUST, MELLON BANK,
N.A. AND SIDNEY APFELBAUM, TRUSTEES
By: *
-----------------------
Name: Sidney Apfelbaum
Title: Trustee
<PAGE>
SIDNEY APFELBAUM AND CAROLE APFELBAUM
(VOTING TRUST)
By: /s/ Michael M. Apfelbaum
-----------------------
Name: Michael M. Apfelbaum
Title: Trustee
CAROLE APFELBAUM (VOTING TRUST)
By: /s/ Michael M. Apfelbaum
-----------------------
Name: Michael M. Apfelbaum
Title: Trustee
*
---------------------------------------
SIDNEY APFELBAUM
/s/ Michael M. Apfelbaum
---------------------------------------
MICHAEL M. APFELBAUM AND CHRISTINA S.
APFELBAUM
*By: /s/ Susan Weis Mindel
---------------------------------------
Susan Weis Mindel, Attorney-in-fact
<PAGE>
EXHIBIT I-A
Consent to Serve as Director of Weis Markets, Inc.
--------------------------------------------------
To: Secretary of Weis Markets, Inc.
The undersigned hereby consents to serve as a director of Weis
Markets, Inc., a Pennsylvania corporation, if he is duly elected by the
shareholders thereof.
Dated the 22nd day of November, 1999.
/s/ John S. Furst
-------------------------------------
<PAGE>
EXHIBIT I-B
Consent to Serve as Director of Weis Markets, Inc.
--------------------------------------------------
To: Secretary of Weis Markets, Inc.
The undersigned hereby consents to serve as a director of Weis
Markets, Inc., a Pennsylvania corporation, if he is duly elected by the
shareholders thereof.
Dated the 30th day of November, 1999.
/s/ Jeffrey E. Perelman
---------------------------------------
Exhibit 99.3
POWER OF ATTORNEY
-----------------
Know all men by these presents, that each of the persons whose
signature appears below, constitutes and appoints Susan Weis Mindel and Ellen
Weis Goldstein, and each of them, his or her true and lawful attorney-in-fact
and agent, with full and several power of substitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign a Statement
on Schedule 13D, or an amendment to such a Statement, relating to his or her
holdings of Common Stock, no par value, of Weis Markets, Inc., and any or all
amendments and supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and to sign, transmit and deliver any other instruments or
documents as may be related to the subject matter of such Schedule 13D or his or
her interests as a shareholder of Weis Markets, Inc., including without
limitation any letters, demands or requests to be delivered to Weis Markets,
Inc. or any representatives thereof, and any or all amendments and supplements
thereto, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated as of: November 30, 1999
WEIS FAMILY HOLDINGS, L.P.,
By: WEIS FAMILY HOLDINGS, L.L.C.,
its General Partner
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
WEIS FAMILY HOLDINGS, L.L.C.,
By: /s/ Janet C. Weis
-------------------
Name: Janet C. Weis
Title: Manager
/s/ Janet C. Weis
-----------------------
JANET C. WEIS
/s/ Michael M. Apfelbaum
------------------------
MICHAEL M. APFELBAUM
<PAGE>
/s/ Sidney Apfelbaum
------------------------
SIDNEY APFELBAUM
/s/ Joel Mindel
------------------------
JOEL MINDEL
/s/ Susan Weis Mindel
------------------------
SUSAN WEIS MINDEL
/s/ Nancy Weis Wender
------------------------
NANCY WEIS WENDER
/s/ Ellen Weis Goldstein
------------------------
ELLEN WEIS GOLDSTEIN
/s/ Joseph I. Goldstein
------------------------
JOSEPH I. GOLDSTEIN
Exhibit 99.4
WEIS MARKETS SHAREHOLDERS COMMITTEE
News Release
For Immediate Release Contact: David W. Schuster
The Torrenzano Group
(212) 681-1700 ext.103
Members of Weis Family File 13-D Seeking Enhanced
Shareholder Value for Shares of Weis Markets, Inc.
Sunbury, Pennsylvania. Certain members of the Weis family and
related trusts and foundations (the Shareholders' Committee) holding
approximately 41% of the outstanding shares of Weis Markets, Inc. (NYSE: WMK)
filed a Schedule 13D/A today seeking enhanced shareholder value and increased
liquidity for all shares of Weis Markets.
The Shareholders' Committee has called upon the Company to change
the composition of its Board of Directors to better represent all members of the
Weis family and the entire shareholder base and to establish a special committee
of independent directors to evaluate the strategic options that may be available
to the Company for maximizing shareholder value, including through possible
business combination and merger transactions.
Members of the Shareholders' Committee have also delivered a notice
pursuant to the Company's by-laws requesting that the Company call a special
meeting of its shareholders to consider the election of a reconstituted slate of
directors containing additional independent directors and to vote upon certain
by-law proposals relating to their stated platform. The Shareholders Committee
is filing today a preliminary proxy statement with the Securities and Exchange
Commission relating to the proposed Special Meeting.
John S. Furst and Jeffrey E. Perelman have agreed to serve as
directors of the Company in connection with such an election. John S. Furst has
significant corporate experience and is a certified public accountant who spent
25 years as a partner at Coopers & Lybrand until 1993 and continues to serve as
a senior officer of several companies. Mr. Perelman is a Pennsylvania executive
and businessman with extensive experience as the chief executive officer of a
number of domestic and European companies and is active in various philanthropic
endeavors.
The Shareholders' Committee said that it has recently engaged
Salomon Smith Barney to act as its financial advisor and to assist it in
obtaining increased liquidity and value for the shares owned by its members.
Based upon advice received from Salomon Smith Barney, the Shareholders'
Committee believes that the value that shareholders could receive in a sale or
merger transaction involving the Company is likely to be substantially in excess
of the current trading range of the Common Stock and that there would likely be
strong interest by potential acquirers in the Company. Salomon Smith Barney has
advised the Shareholders' Committee that, based upon its preliminary analysis of
the Company using only publicly available information, and without having
conducted any solicitation of third-party interest and relying upon recent
merger and acquisition precedents in the retail grocery industry, it believes
that a per share acquisition price in the range of
<PAGE>
$45 to $55 should reasonably be obtainable by the Company in the current market
environment.
The Shareholders' Committee also indicated that it believes that the
Company's strong balance sheet (free of debt and including approximately $400
million in cash and marketable securities on hand) can be used to provide
shareholders with tangible short-term value - without adversely affecting the
Company's previously announced capital investment program - in the event such a
sales process is not consummated.
The Shareholders' Committee have hired MacKenzie Partners, Inc. to
aid in their shareholder communications program.
The Shareholders' Committee indicated that, while its members
remained hopeful that an amicable resolution can be reached with the majority of
the members of the Board, it is prepared to pursue a protracted process, if
necessary, to accomplish its desired goals on behalf of all shareholders. Two of
the Company's seven directors are presently affiliated with the Shareholders'
Committee.
Speaking on behalf of the family members, Janet Weis, wife of the
late Sigfried Weis, former Chairman and President of Weis Markets, stated: "Weis
Markets has been a family institution for 88 years and we are all proud of its
great heritage. Robert Weis, Norm Rich and the other members of management have
done a fine job running the Company day-to-day in recent years. It is now time,
however, for all of us, together, to pursue a change in the best interests of
the employees, public shareholders and the family. Holders of a significant
majority of the Weis Markets shares no longer participate in the day-to-day
management of the Company. We believe that it is time for the Company to chart a
new course and to ensure that all shareholders - as well as employees and the
community -- are treated fairly in that process."
Sidney Apfelbaum, a long-time family friend and a trustee of a
number of family trusts and a family charitable foundation, added: "The
situation to which we respond today has been building for many years. As
competitive conditions in the industry continue to undergo dramatic change, we
are all firmly united in our belief that now is the right time for us to seek a
strategic partner for Weis Markets before industry developments pass us by.
"We are confident there is strong interest in the Weis Markets
franchise and that a strategic merger or acquisition of Weis Markets can be
accomplished in a manner attractive to all Weis Markets constituencies. I have
lived in Sunbury since 1923 and I have a strong friendship and professional
association with Weis Markets and all members of the Weis family going back a
very long way. I am particularly proud of the good works and contributions of
the Weis and Degenstein families that have helped build so many of our local
institutions. Janet Weis and the other members of her family have my full
support in their efforts to see that a fair and fitting next chapter to this
great story is written in the best interests of all of the members of the
younger Weis generations, the Weis Markets employees, Sunbury and all the
communities that 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
<PAGE>
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.
