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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
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:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
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(1) Amount Previously Paid:
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WYSER-PRATTE FILES PRELIMINARY PROXY MATERIALS TO
PROPOSE BYLAW AMENDMENTS, NOMINATE DIRECTOR AT
TELXON ANNUAL MEETING
NEW YORK, NEW YORK (June 18, 1998)--Mr. Guy P. Wyser-Pratte, the
beneficial owner of 4.9% of the stock of Telxon Corporation (NASDAQ: TLXN),
announced today that he filed preliminary proxy materials with the Securities
and Exchange Commission to propose bylaw amendments and nominate a director for
election at the Company's 1998 Annual Meeting. The bylaw amendments will modify
the Company's corporate governance system so that the Company's board of
directors will no longer have the power to block an acquisition proposal that
shareholders wish to accept.
On June 11, after Mr. Wyser-Pratte announced that he would make
shareholder proposals and nominations at Telxon's 1998 annual meeting, a Symbol
spokesman stated: "We are encouraged that Telxon shareholders are taking
independent action and we remain very interested in a negotiated acquisition
subject to due diligence." Mr. Wyser-Pratte said today: "It is clear that Symbol
still wants to buy Telxon, and I am sure that shareholders would support such a
transaction. The only thing that stands between the Telxon stockholders and a
premium price for their shares is the intransigent opposition of the Telxon
board. Shareholders will have a rare opportunity to overcome that opposition at
the 1998 Annual Meeting, which will be held in September if the Company follows
past practice. That is why I am starting my proxy contest now."
"I think the Symbol offer was completely mishandled by the Telxon
board, which turned down a great opportunity for shareholders," Mr. Wyser-Pratte
said. "Not only did the board reject Symbol's $40 per share all-cash offer, but,
for reasons that remain a mystery, they did not even consider Symbol's $42 per
share hybrid cash and stock offer. The board's behavior was particularly
egregious given that the $42 offer was more than 70% above Telxon's closing
stock on April 8 when Symbol made its initial proposal to Telxon."
"Shareholders need to open the door to an acquisition by Symbol or
another value maximizing transaction," Mr. Wyser-Pratte said. "This is one of
the least independent boards I have ever seen in a public company, so
shareholders can't count on these six directors to look out for their
interests," he added.
The Telxon board consists of:
Two insiders (Frank Brick, the Company's president and chief executive
officer, and John Cribb, a retired Telxon executive),
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Three directors who have special business arrangements with the
Company (Raj Reddy, chairman of one of the Company's privately-owned
subsidiaries in which he received stock options last year; Robert Goodman, whose
law firm received almost $3 million in legal fees from the Company last year;
and Norton Rose who has a consulting arrangement with the Company that entitles
him to almost half a million dollars in consulting and severance fees for an
estimated 90 days of work), and
Only one truly independent director (Mr. Richard J. Bogomolny, a
retired super market executive).
Furthermore, the directors' total stock ownership (excluding options)
is less than 1% of the outstanding shares.
"There is one good thing for shareholders about the Telxon board," Mr.
Wyser-Pratte said. "Because there is not a majority of independent directors on
the board, I don't think the courts would let the board use the poison pill to
permanently block an offer for the Company's shares.
"The adoption of my bylaw proposals and the election of my director
nominee will show the board (and would demonstrate to any court) that the
shareholders are dissatisfied with the board's performance and want defensive
weapons taken away from the board," Mr. Wyser-Pratte added.
The Wyser-Pratte bylaw proposals, would make the following changes in
the Company's corporate governance system:
If a proposal is made to acquire the Company, the holders of 10% or
more of the outstanding Shares would have the right to call a Special Meeting to
vote on the offer. If the shareholders determined by a majority vote that the
offer is in their best interests, the offer would be deemed "friendly" rather
than "hostile," and the board would be required to stop using the poison pill
against the offer.
The board would have to act unanimously or obtain shareholder
approval to take Defensive Actions against a takeover bid.
Mr. Wyser-Pratte is also proposing bylaws that would allow holders of
25% of the Shares to call a special meeting, would opt Telxon out of Section 203
of the Delaware General Corporation Law and would repeal any bylaws adopted by
the board of directors since June 11, 1998. He is also asking shareholders to
recommend to the board that the Company reimburse his expenses in connection
with this proxy solicitation.
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The director nominee is Professor Jonathan R. Macey, J. DuPratt White
Professor of Law and the Director of the John M. Olin Program in Law and
Economics at Cornell Law School.
* * * * * *
Mr. Wyser-Pratte owns beneficially 730,000 shares of Telxon common
stock. Mr. Eric Longmire, of Wyser-Pratte & Co., and Professor Jonathan R. Macey
of the Cornell Law School are also participants in the solicitation.
