WEIS MARKETS INC — Proxy Solicitation & Information Statement 1999

Dec 7, 1999

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 WEIS MARKETS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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: WEIS MARKETS INC. 1000 S. 2nd Street Sunbury, Pennsylvania 17801 Phone 570-286-3636 Fax 570-286-3692 PRESS RELEASE Contact: Dennis V. Curtin FOR IMMEDIATE RELEASE Phone: (570) 286-3636 December 7, 1999 E-Mail: DCurtin934@aol.com WEIS MARKETS CREATES SPECIAL BOARD COMMITTEE SUNBURY, Pa., December 7, 1999 - Weis Markets (NYSE: WMK) today announced that its Board of Directors has established a Special Committee of the Board to evaluate and consider actions in response to the request of a dissident group that is seeking to replace the current Board. The five-person committee, which will work with the Company's outside financial and legal advisors, consists of Robert F. Weis, Chairman of the Board and Treasurer, Norman S. Rich, President, Jonathan H. Weis, Vice President-Property Management and Development, William R. Mills, Vice President-Finance and Secretary, and Richard E. Shulman, Director. Robert F. Weis commented, "The formation of the Special Committee of the Board is the appropriate next step in evaluating and responding to recent actions taken by Janet Weis and the lawyers for the Degenstein Foundation. Over the years, our management team has demonstrated a commitment to act prudently and thoughtfully on behalf of our shareholders, our employees and the communities we serve. We believe that the dissidents' actions could have significant consequences for all of the Company's constituencies and, as a result, our response requires careful attention and analysis. At the same time, we must proceed by the letter of the law, in compliance with our Company by-laws as well as with procedures laid out by federal, state and regulatory authorities. "As we undertake this process, the Special Committee will also work diligently with our financial advisor, Morgan Stanley Dean Witter, to evaluate a range of alternatives to continue to build value in a manner that serves all of the Company's shareholders, rather than a select few," Mr. Weis concluded. On November 30, 1999, a group led by the heirs of Sigfried Weis and lawyers for the Degenstein Foundation (the dissident group) filed a Schedule 13D-A that seeks to replace the Company's current board of directors and have the company pursue a merger or business combination. The Company believes these actions were motivated, in large part, by the group's interest in liquidating shares of Common Stock they hold. The Company has conducted negotiations with group members with respect to the purchase of these shares. # # # CERTAIN ADDITIONAL INFORMATION: The following persons may be deemed to be "participants" in a solicitation opposing the proposals of the dissident group: Weis Markets, Inc.; Robert F. Weis (Chairman of the Board and Treasurer of the Company); Norman S. Rich (Director and President of the Company); William R. Mills (Director, Vice President Finance and Secretary of the Company); Jonathan H. Weis (Director and Vice President Property Management and Development of the Company); and Richard E. Shulman (Director of the Company). As of November 30, 1999, Robert Weis may be deemed to beneficially own 12,764,153 shares of the Company's common stock; Mr. Rich may be deemed to beneficially own 64,543 shares of the Company's common stock; Mr. Mills may be deemed to beneficially own 11,000 shares of the Company's common stock; Jonathan Weis may be deemed to beneficially own 87,563 shares of the Company's common stock; and Mr. Shulman may be deemed to beneficially own 222 shares of the Company's common stock.