<PAGE>
<PAGE>
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 P. 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:
.......................................................
<PAGE>
<PAGE>
Tuesday July 21, 4:04 pm Eastern Time
Company Press Release
Wyser-Pratte Denies Market Rumor That His Telxon Stock
is for Sale
NEW YORK--(BUSINESS WIRE)--July 21, 1998--Guy P. Wyser-Pratte today denied
market rumors that his Telxon Corp. (NASDAQ:TLXN - news) stock is for sale.
Wyser-Pratte beneficially owns 779,500 shares of Telxon Common Stock,
representing 4.843% of the outstanding shares.
Wyser-Pratte said he believed these rumors were caused by the fact that another
large block of Telxon stock appeared to be for sale.
Wyser-Pratte said that he was continuing to solicit proxies for shareholders to
adopt bylaws that would reform Telxon's corporate governance system.
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.
Stanley J. Kay
212/929-5940
