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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
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by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TELXON CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
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Tuesday July 21, 11:48 am Eastern Time
Company Press Release
Wyser-Pratte Asks Court to Dismiss Telxon Lawsuit,
Permit Vote on Pro-Shareholder Choice Bylaws
NEW YORK--(BUSINESS WIRE)--July 21, 1998--Guy P. Wyser-Pratte, who is soliciting
proxies for shareholders to adopt bylaws that would reform Telxon Corp's
(NASDAQ:TLXN--news) corporate governance system, said today that he had filed a
motion asking the federal district court in Delaware to dismiss the Telxon
board's lawsuit against him.
"Telxon has rushed into the wrong court, asking for extraordinary relief--to
keep its own shareholders from voting on my proposals," Wyser-Pratte said. "This
litigation seeks to limit the choices available to Telxon shareholders. We don't
intend to back down from our efforts to ensure that, in the future, Telxon
shareholders have the right to accept an acquisition proposal."
Wyser-Pratte added: "I hope the court recognizes that Telxon has brought this
lawsuit to avoid a shareholder vote that may be very embarrassing to Telxon's
management and board, in addition to possibly changing Telxon's corporate
governance system. Our message to the court is: let the shareholders vote on our
proposals. If they are adopted, the Telxon board will have plenty of opportunity
after the shareholders meeting to litigate the validity of the bylaws."
Wyser-Pratte's bylaw proposals include a Shareholder Friendly Bylaw that would
allow shareholders to vote to withdraw the use of the Poison Pill against an
acquisition proposal and a Shareholder Interests Protection Bylaw that would
require a unanimous board vote or majority shareholder vote to take defensive
measures against an acquisition proposal. Wyser-Pratte has also nominated as a
director Professor Jonathan R. Macey, J. DuPratt White, Professor of Law and
Director of the John M. Olin Program in Law and Economics at Cornell Law School.
Wyser-Pratte said that bylaw amendments are uniquely well suited to be a vehicle
for corporate governance reform. "Bylaws, along with the corporation law and a
company's certificate of incorporation, set the framework within which the board
makes its decisions," he said. "But bylaws are the only one of these rules that
shareholders can adopt or change on their own initiative withoutneeding approval
of the board or the state legislature."
Wyser-Pratte said: "My proposals are not designed to force a sale of the company
to Symbol or any other purchaser. Their purpose is to give shareholders a
choice. If a proposal is made to acquire the company, the shareholders should be
able to vote to end the company's resistance to the offer."
"When there is an opportunity to sell a public company at a large premium,
management often sees a huge increase in shareholder value just over the horizon
and uses that prospect as an excuse for rejecting the acquisition proposal,"
Wyser-Pratte said. "Management and the board
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are entitled to make their case to shareholders, but then shareholders should be
able to say: 'A bird in the hand is worth two in the bush,' and accept the
offer."
"The sad experience of the Wallace Computer Services shareholders illustrates
the danger of relying on rosy projections about the future of companies that
receive premium acquisition proposals," Wyser-Pratte said. "In October, 1995,
Moore Corp. Limited offered to buy Wallace for $30 per share (post split) in
cash. At approximately that time Goldman Sachs, financial advisor to both
Wallace and Telxon, prepared a study showing that Wallace stock would be trading
between approximately $36 and $46 per share by July 31, 1998. The Wallace board
rejected the Moore proposal, and the courts supported the board's decision to
deny shareholders an opportunity to accept the Moore offer. Since October 1995,
a timespan in which the S&P 500 Index has increased by more than 100%, the
Wallace stock price has fallen to $22 13/16, 24% less than Moore's $30 per share
offer. The facts speak for themselves."
Wyser-Pratte owns beneficially 779,500 shares of Telxon common stock. Eric
Longmire, of Wyser-Pratte & Co., and Professor Jonathan R. Macey of the Cornell
Law School are also participants in the solicitation.
Contact:
MacKenzie Partners Inc., New York
Stanley J. Kay, 212/929-5940
