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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. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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 Section 240.14a-11(c) or Section
240.14a-12
TELXON CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY WYSER-PRATTE
.................................................................
(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:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(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):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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Friday August 14, 8:44 am Eastern Time
Company Press Release
Wyser-Pratte Commences Proxy
Solicitation Against Telxon Corp. to
Enact New Bylaws, Elect One
Director-Nominee
NEW YORK--(BUSINESS WIRE)--Aug. 14, 1998--Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., Inc., announced today that he has commenced his proxy
solicitation in opposition to the Board of Directors of Telxon Corp.
(NASDAQ:TLXN - news).
Mr. Wyser-Pratte, owner of 800,000 Telxon shares, representing 4.9% of the
Company filed preliminary proxy materials shortly after the Telxon Board
rejected proposals of $40 and $42 per share from Symbol Technologies (NYSE: SBL
- - news) in early June.
Mr. Wyser-Pratte's solicitation seeks to enact several bylaws which would
provide shareholders with the ultimate authority over acquisition proposals and
to elect one independent nominee, Professor Jonathan Macey, a corporate
governance expert at Cornell Law School, to the Telxon Board.
In a letter which will shortly be mailed to all shareholders, Mr. Wyser-Pratte
sharply criticizes the Telxon Board for taking care of its own interests at the
expense of shareholders. His letter concludes, ". . .our campaign is based upon
a single, indisputable fact: Telxon's Board rejected Symbol's acquisition
proposal because it was unwilling to sell the Company for $40 cash per
share. . .causing a loss in value to shareholders of nearly a quarter billion
dollars!"
A copy of Mr. Wyser-Pratte's proxy statement, which has been filed definitively
with the U.S. Securities and Exchange Commission, is available from MacKenzie
Partners, Inc. at (800) 322-2885. The complete text of Mr. Wyser-Pratte's letter
is reprinted below:
PARTICIPANT INFORMATION
Mr. Wyser-Pratte owns beneficially 800,000 shares of Telxon
common stock. Eric Longmire, of Wyser-Pratte & Co., and Professor
Jonathan Macey are also participants in the solicitation.
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WYSER-PRATTE & CO., INC.
63 Wall Street
New York, NY 10005
August 14, 1998
TELXON'S DIRECTORS COST YOU MORE THAN $14 PER SHARE WHEN THEY REJECTED
SYMBOL TECHNOLOGIES' $40 CASH OFFER.
Dear Fellow Telxon Shareholder:
As the owner of 800,000 Telxon shares, representing 4.9% of the
Company, we, like you, share a strong interest in seeing the value of Telxon
shares maximized for the benefit of all shareholders.
Last June, Telxon's directors, who have fiduciary duties to
represent the best interests of its shareholders, began a series of actions
which we believe are against the best interests of shareholder including:
- -- Rejecting a $40 cash per share acquisition proposal from Symbol
Technologies.
- -- Choosing not to consult with shareholders -- the true owners of Telxon --
and give us the opportunity to accept or reject the Symbol offer.
- -- Failing to even consider Symbol's higher bid of $42 per share in
cash and stock.
- -- Neglecting to take any steps to develop an alternative
transaction to maximize value.
Symbol's two proposals represented handsome premiums of more than
60% above Telxon's closing price of $24 3/4 on April 8 - the day Symbol made its
first proposal.
The Board's misguided handling of the Symbol offer cost you $14
13/16 for every share you own, totaling more than $239 million in lost value for
Telxon shareholders, based on the Company's market price of 25 13/16 on August
13 and its 16.145 million outstanding shares.
THE MARKET'S POOR OPINION OF THE TELXON BOARD'S ACTIONS
Since June, Telxon shares have been in a free fall, decreasing from
a high of $38 5/8 on June 4 to $25 3/16 on August 13. Even though
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Telxon has had more than two months to convince shareholders that rejecting
Symbol's offer was the right decision, the market has clearly responded with a
resounding vote of "no confidence" in Telxon's Board, management and business
strategy.
SUPPORT OUR BYLAW PROPOSALS AND DIRECTOR-NOMINEE JONATHAN
MACEY
Now you have the opportunity to send the Telxon Board a strong
message of disapproval and help implement important changes to Telxon's flawed
corporate governance system, which led to the rejection of Symbol's offer.
- -- Because the Board has failed to represent your interests, we have launched
a proxy contest to enact several bylaw proposals designed to give the final
authority over any future acquisition proposals to the shareholders -- the
real owners -- and not the Board.
- -- We also seek your support to elect Professor Jonathan Macey, 42, a
prominent corporate governance expert who is the Director of the John M.
Olin Program in Law and Economics at Cornell University Law School, to
represent your interests on the Board.
Don't be fooled by Telxon's faulty arguments that Professor Macey
lacks the necessary commercial and technical experience to add value to the
Telxon Board. Over the past few years, leading FORTUNE 500 companies have seen
the value in adding directors with expertise in corporate governance matters.
This Board desperately needs a strong, independent pro-shareholder
advocate who will lead the effort to reform Telxon's corporate governance
system. Professor Macey's years of experience in complex corporate governance
issues makes him a superior choice.
THE TELXON BOARD TAKES CARE OF ITS OWN INTERESTS.
WHAT ABOUT YOURS?
Telxon wants you to believe that its current directors will look out
for your interests if the Company receives a future bid. But the Board's record
demonstrates otherwise:
- -- The Company has given director Robert A. Goodman, its outside counsel, a
$1.5 million golden parachute, triggered if he or his law firm ceases to be
the Company's outside counsel.
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- -- A golden parachute for an outside, non-executive attorney is
totally unprecedented in my investment career. Ask yourself: what
do the shareholders gain from this arrangement?
- -- In another unusual deal, Dr. Raj Reddy -- an outside director -- was
granted lucrative stock options in Aironet, a key Telxon subsidiary.
- -- Norton Rose, another outside director, has a consulting deal with Telxon
which can pay him as much as half a million dollars in consulting and
severance fees for about 90 days' work -- an average of more than $5,500
per day!
Don't continue to permit the Telxon Board -- whose total stock
ownership (excluding options) is just over 1% of the entire Company -- control
the right to block transactions which could benefit the owners of the other 99%
OUR BYLAW PROPOSALS WOULD RETURN POWER TO YOU.
Our bylaw changes are designed simply to return ultimate power over
accepting or rejecting future acquisition proposals to the shareholders:
- -- The Shareholder Friendly Bylaw would give holders of 10% or more of the
Company's shares the right to call a Special Meeting at which shareholders
would decide by a majority vote whether a proposal was in their best
interests.
- -- Under this bylaw, if shareholders decided a proposal was in their best
interests, the proposal would be deemed "friendly" rather than "hostile"
and the Board would NOT be permitted to use the Company's "poison pill" to
block the potential acquirer.
- -- The Shareholder Interests Protection Bylaw would require the Board to act
unanimously or else obtain shareholder approval before taking defensive
actions against a takeover bid.
- -- These proposals would not force a sale of Telxon to Symbol or any other
bidder or set the price at which the Company would be sold.
We urge you to carefully read the enclosed proxy statement for a
fuller explanation of each of our proposals.
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DON'T LET TELXON'S PERSONAL ATTACKS UPON ME
DISTRACT YOU FROM THE REAL ISSUES IN THIS CONTEST
Apparently recognizing the weakness of its position on the
substantive issues in this contest, the Telxon Board is now resorting to
personal attacks.
- -- They will try to paint me as a publicity-seeking, short-term,
takeover investor. Nothing could be further from the truth.
- -- In fact, we have a long record of success in campaigning for corporate
governance reform for the benefit of all shareholders at many public
companies including Van Dorn Co., Wallace Computer Services, Rexene Corp.,
ITT Corp. and Pennzoil Co [NYSE:PZL - news].
- -- Furthermore, we manage money for corporate pension funds and other
sophisticated investors and have fiduciary duties of our own to them, which
we take very seriously. We are prudent in our management of risk and our
clients' funds.
- -- If management maximizes share value, my investors and I are happy to take
our profits and move on. Unfortunately, this has not occurred at Telxon, so
we have been forced to take up the shareholder flag and take a strong
position in favor of Telxon's real owners.
Remember -- our campaign is based on a single, indisputable fact:
Telxon's Board rejected Symbol's acquisition proposal because they were
unwilling to sell the Company for $40 cash per share or $42 in cash and stock.
Despite the generous premium, they chose not to consult with shareholders before
rejecting Symbol's offer, causing a loss in value of nearly a quarter billion
dollars!
THE ANNUAL MEETING IS SCHEDULED FOR SEPTEMBER 15.
PLEASE VOTE YOUR GOLD PROXY TODAY.
The Telxon Annual Meeting is less than a month away. You should know
that even if you have already signed a management proxy card, you have every
legal right to change your vote and sign the enclosed GOLD proxy. In an election
contest, only your latest-dated proxy card will count in the final tally.
PROTECT YOUR INTERESTS. STAND UP FOR YOUR RIGHTS
AS THE TRUE OWNERS OF TELXON.
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We urge you to vote your GOLD proxy today to:
-- Send the Board a Message
-- Adopt our Bylaw Proposals
-- Elect Independent Nominee Jonathan Macey to your Board.
If you have questions, or need assistance in voting your shares,
please call MacKenzie Partners, Inc., toll-free at (800) 322-2885.
I appreciate your continuing support of our goals for Telxon.
Sincerely,
Guy P. Wyser-Pratte
President
Contact:
Wyser-Pratte & Co., Inc.
Eric Longmire
(212) 495-5357
or
MacKenzie Partners, Inc.
Daniel H. Burch
(212) 929-5748
