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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Clarcor Inc.
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(Name of Registrant as Specified in Its Charter)
Clarcor Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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SUPPLEMENT
DATED FEBRUARY 23, 1999
TO
PROXY STATEMENT
OF
CLARCOR INC.
DATED FEBRUARY 18, 1999
Reference is made to the Proxy Statement dated February 18, 1999 of CLARCOR
Inc., a Delaware corporation (the "Company"). The Proxy Statement relates to the
Annual Meeting of Shareholders of the Company to be held March 23, 1999 as set
forth in the Notice of Annual Meeting of Shareholders.
In addition to the election of three directors, the Proxy Statement
proposes an amendment to the Second Restated Certificate of Incorporation of the
Company to increase the authorized number of shares of Preferred Stock of the
Company from 1,300,000 shares to 5,000,000 shares and to increase the authorized
number of shares of Common Stock from 30,000,000 to 60,000,000.
The Proxy Statement erroneously sets forth the vote required to approve
such amendment. The first sentence under the caption "Proposed Amendment to the
Second Restated Certificate of Incorporation -- Voting on the Amendment" is
corrected to read as follows:
"Approval of the proposed amendment requires the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock of the Company."
Accordingly, the proposed amendment will not be approved unless the holders
of not less than a majority of the 23,980,125 shares of Common Stock outstanding
on February 10, 1999 (the record date for the meeting) vote in favor of the
amendment.
By Order of the Board of Directors
Marcia S. Blaylock
Secretary
Rockford, Illinois
February 23, 1999
