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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 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:
.......................................................
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Friday July 17, 10:44 am Eastern Time
Company Press Release
Wyser-Pratte Says Telxon Proxy Statement Shows
Growing Recognition of Strength of Legal Support for
Pro-shareholder Bylaws
Telxon Admits There is No Controlling Precedent On Legality of Bylaws
NEW YORK--(BUSINESS WIRE)--July 17, 1998-- Mr. Guy P. Wyser-Pratte, who is
soliciting proxies to reform the corporate governance system of Telxon
Corporation (NASDAQ: TLXN news), said today that he believes the Telxon
preliminary proxy statement shows the growing recognition of the strength of the
legal support for his pro-shareholder bylaw proposals.
"Telxon did not obtain a written legal opinion from Delaware counsel that either
the Shareholder Friendly Bylaw or the Shareholder Interests Protection Bylaw is
invalid under Delaware law," Mr. Wyser-Pratte said. "This is highly
significant. The Telxon preliminary proxy statement says nothing about the
legality of the Shareholder Interests Protection Bylaw other than a statement
that the board has sued to have the Bylaw declared invalid, and makes only a
qualified statement by the board, expressing its opinion on the legality of the
Shareholder Friendly Bylaw," he added. The Telxon Preliminary Proxy Statement
says: "After consultation with, and based on the advice of, its Delaware
special legal counsel, the Company believes that a Delaware court presented
with the question of the validity of the [Shareholder Friendly Bylaw] would
hold that it is invalid and unenforceable under Delaware law, although there
is no controlling precedent on point." (Emphasis added.)
"I consider the absence of a written legal opinion very significant," Mr.
Wyser-Pratte stated. "Only six months ago, Pennzoil was able to obtain an
opinion from its Delaware counsel that the predecessor of the Shareholder
Friendly Bylaw (the Shareholder Rights or Tender Offer Bylaw) was invalid under
Delaware law, although the proxy statement disclosed a qualification to the
opinion that the issue has not been decided by a Delaware court.' When we
started our corporate governance reform effort two years ago, the first Delaware
counsel opinion against the Tender Offer Bylaw in the Wallace Computer Services
preliminary proxy statement did not even have that qualification. But I think
that even the large Delaware law firms have come to appreciate that the legal
status of the Shareholder Rights and Shareholder Friendly Bylaws is undecided to
date and that there are powerful arguments in favor of our position."
Mr. Wyser-Pratte said that the Telxon preliminary statement also contains new
revelations of insider dealings with Telxon's outside lawyer/director, Robert A.
Goodman. "In addition to Mr. Goodman's personal $1,500,000 `golden parachute'
the board has committed to using his firm, Goodman Weiss Miller LLP, in any
`potential change in control transaction' and guaranteed his firm a $1,500,000
payment in addition to hourly fees. Did the board really have to promise this
additional payment to assure that Goodman, Weiss would be available to work on a
takeover of the Company where it would be paid for its services at normal rates
anyway?" Mr. Wyser-Pratte
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asked. "I noted that Telxon has now also retained the law firm of Skadden, Arps,
Slate, Meagher & Flom, a major national law firm especially well known for its
work on corporate takeovers. Is Goodman, Weiss really playing a role that is
commensurate with this generous compensation arrangement?"
Mr. Wyser-Pratte owns beneficially 779,500 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.
Contact:
Wyser-Pratte & Co., Inc.
Stan Kay, 212/929-5940
