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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
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Dairy Mart Convenience Stores, Inc.
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(Name of Registrant as Specified In Its Charter)
Charles Nirenberg
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* N/A
4) Proposed maximum aggregate value of transaction: N/A
*Set forth the amount on which the filing fee is calculated and state how
it was determined.
[X] 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: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
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Charles Nirenberg
c/o First Merchants Group
Devonshire Place, Suite 106
48 Holy Family Road
Holyoke, MA 01040
October 17, 1995
Dear Fellow Dairy Mart Stockholder:
As the founder and largest stockholder of Dairy Mart Convenience Stores, I have
become increasingly concerned with the policies that current management has been
pursuing. I would like to restore our Company to levels of profitability and
stockholder value which reflect its true strength and vitality. Accordingly, I
intend to nominate five candidates, including myself, for election as Class B
Directors at the upcoming Annual Meeting. These candidates are committed to a
plan designed to maximize the long-term value of the stockholders' investment in
Dairy Mart. I will be writing to you shortly with greater detail concerning our
plan.
IN THE MEANTIME, I STRONGLY URGE YOU NOT TO RETURN ANY PROXY CARD WHICH
MANAGEMENT MAY HAVE SENT YOU RELATING TO THE ELECTION OF CLASS B DIRECTORS AT
THE ANNUAL MEETING.
I believe that change in the Board of Directors is necessary to safeguard the
current interests of the stockholders and to ensure the long-term value of our
investment. I am particularly concerned that our labor costs and overhead are
significantly higher than the industry norm. In addition, I believe current
management's strategic plan will harm long-term shareholder value, although it
has produced certain short-term gains.
I and my fellow nominees will return the Company to the policies which propelled
Dairy Mart to prosperity. I founded the company in 1958 and ran it successfully
until my retirement as CEO in 1992. Compared to my knowledge, experience and
track record, current management does not have what it takes to maximize the
long-term value of the stockholders investment.
At the Annual Meeting, I will nominate candidates only for the five Class B
Directorships which are up for election. Since I control over 50% of the
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outstanding shares of Class B common stock, my nominees should be elected and
give us control of the seven-member Board. I am not contesting the election of
the two individuals nominated by management for election as Class A Directors.
Accordingly, you should return any proxy card which management may have sent you
relating to the election of Class A Directors at the Annual Meeting.
Our goal is not to disrupt the Company, but to restore it.
Again, please do not return any of management's proxy cards relating to the
election of Class B Directors, even as a protest. They do not deserve your
support. I will be sending you a detailed proxy statement and proxy card
shortly.
Thank you for your support.
Very truly yours,
Charles Nirenberg
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CERTAIN INFORMATION REGARDING
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MR. NIRENBERG'S NOMINEES
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Set forth below is certain information relating to the principal
occupation or employment of Mr. Charles Nirenberg's proposed nominees and their
respective direct or indirect interests in Dairy Mart Convenience Stores, Inc.
(the "Company"):
Charles Nirenberg. Mr. Nirenberg is the founder and a current director
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of the Company, and owns in his capacity as an individual shareholder 500 shares
of the Company's Class A Common Stock and 500 shares of the Company's Class B
Common Stock. He is also a limited partner of DM Associates Limited Partnership
("DM Associates"), a limited partnership that owns 1,858,743 shares of Class B
Common Stock, and the managing partner of New DM Management Associates I ("DM
I") and a partner of New DM Management Associates II ("DM II"), which entities
serve as the general partners of DM Associates. Through his partnership
interests in DM Associates, DM I and DM II, Mr. Nirenberg has approximately a
48% indirect ownership interest in the 1,858,743 shares of Class B Common Stock
owned by DM Associates. With the support of Mitchell J. Kupperman, who is Mr.
Nirenberg's son-in-law and who is also a partner of DM I and DM II, Mr.
Nirenberg has the power to direct the voting of approximately 1,506,509 of the
1,858,743 shares of the Company's Class B Common Stock owned by DM Associates
(said 1,506,509 shares representing approximately 55.0% of the Company's total
issued and outstanding shares of Class B Common Stock on September 29, 1995, the
record date for the Annual Meeting, and 50.0% of the total combined voting power
of the Company's total issued and outstanding Class A Common Stock and Class B
Common Stock).
Moreover, FCN Properties Corporation, a corporation of which Mr. Nirenberg
is an officer, director and sole stockholder ("FCN"), is the pledgee of
approximately 1,220,000 shares of the 1,858,743 shares of the Company's Class B
Common Stock owned by DM Associates. The pledge secures certain indebtedness
owed by DM Associates to FCN.
Mitchell J. Kupperman. Mitchell J. Kupperman is presently on leave of
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absence from his position as Executive Vice President - Human Resources of the
Company. Mr. Kupperman, together with certain members of his family, owns 5,361
shares of the Company's Class A Common Stock, 14,604 shares of the Company's
Class B Common Stock, options exercisable (subject to vesting) for up to 77,500
shares of Class A Common Stock and options exercisable for up to 3,750 shares of
Class B
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Common Stock. Mr. Kupperman is a general partner of DM I and DM II. Through his
partnership interests in DM I and DM II, Mr. Kupperman has approximately a 0.8%
indirect ownership interest in the 1,858,743 shares of Class B Common Stock
owned by DM Associates. As described above, Mr. Kupperman and Mr. Nirenberg, as
partners of DM I and DM II, have the power to direct the voting of approximately
1,506,509 of the 1,858,743 shares of the Company's Class B Common Stock owned by
DM Associates. Mr. Kupperman is Mr. Nirenberg's son-in-law.
Other Nominees. Following is a brief description of the principal
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occupation or employment of the remainder of the individuals to be nominated by
Mr. Nirenberg for election as Class B Directors of the Company at the Annual
Meeting. M. Howard Jacobson is a retired corporate executive; Thomas O'Brien is
Dean of the University of Massachusetts School of Management and Joseph F.
Leonardo is a consultant to the convenience store industry. None of Messrs.
Jacobson, O'Brien or Leonardo beneficially owns any shares of the Company's
capital stock.
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If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
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