-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OlmxUPGvRBBtJ9Lo/TqAN4t4egsgNP/zZ/qhXa7DJuntsMXv7BC+e9hXtJrV+vjC N2v3HPMPQv9gjJ7LcjKAcw== 0000916641-99-000773.txt : 19990903 0000916641-99-000773.hdr.sgml : 19990903 ACCESSION NUMBER: 0000916641-99-000773 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESKIMO PIE CORP CENTRAL INDEX KEY: 0000787520 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 540571720 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-19867 FILM NUMBER: 99705059 BUSINESS ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 BUSINESS PHONE: 8045608400 MAIL ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 DEFA14A 1 ADDITIONAL MATERIALS 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 (X) Definitive Additional Materials ( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 ESKIMO PIE CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than 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)(4) 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: NEWS FROM: ESKIMO PIE CORPORATION 901 Moorefield Park Drive Contact: William T. Berry, Jr. Richmond, Virginia 23236 Telephone: (804)-560-8490 ESKIMO PIE RECEIVES SUPPORT FOR CURRENT BOARD FROM INDEPENDENT PROXY ADVISORY FIRM FOR IMMEDIATE RELEASE: SEPTEMBER 2, 1999 RICHMOND, VIRGINIA (NASDAQ NNM: EPIE) - Eskimo Pie Corporation announced today that Institutional Shareholder Services, Inc. (ISS), a leading provider of independent proxy advisory services, has urged its clients to vote to re-elect the current Board of Directors at the Company's upcoming Annual Meeting of Shareholders. In its report, ISS also recommended that its clients reject the Yogen Fruz slate of nominees. The Annual Meeting is scheduled for next Wednesday, September 8, 1999. The ISS recommendation comes at the conclusion of its in-depth study of the issues raised by both parties in the current proxy contest being waged over Eskimo Pie Corporation. "There is no motivation for Eskimo Pie Corporation shareholders to give control to a conflicted Yogen Fruz for no premium when incumbent management is effecting a turnaround and the incumbent board has conducted its affairs in accordance with its fiduciary obligations to shareholders," states the ISS report. "The evidence suggests that Yogen Fruz has made a poor investment of its capital and is now highly motivated to remove itself from its current quandary at almost any cost. These are problems that should be shouldered by the management, board, and shareholders of Yogen Fruz, not shareholders of Eskimo Pie Corporation." The ISS report further states that "Eskimo Pie shareholders should consider the fact that Yogen Fruz's previous offers for the Company were conditioned on events that were virtually assured not to occur" and that "the values that Yogen Fruz gives to the various assets of Eskimo Pie Corporation (under the Yogen Fruz breakup strategy) are suspect". ISS continued, "Yogen Fruz is attempting to acquire control of the Company for no premium to market value, no guarantee of premium consideration, and no backup plan should a breakup of the Company not be effected." David B. Kewer, the Company's President and Chief Executive Officer, said, "We are pleased with the conclusions reached in the ISS report regarding the election of directors, which confirm the positions we have taken in defense of Yogen Fruz's attack on our Company." With regard to the shareholder proposals to 1) amend the Company's Bylaws to require the Company's directors to effect shareholder approved amendments or partial or complete redemptions of the Shareholder Rights Plan and 2) allow persons holding at least 15% of the outstanding stock of the Company to call a special meeting, ISS recommended a vote for both proposals. ISS is the world's largest provider of proxy advisory, research and corporate governance services. Serving close to 500 institutional and corporate clients throughout the world, ISS analyzes proxy proposals and issues vote recommendations for more than 8,500 U.S. and 7,500 non-U.S. shareholder meetings each year. Eskimo Pie Corporation, headquartered in Richmond, Virginia, created the frozen novelty industry in 1921 with the invention of the ESKIMO PIE ice cream bar. Today, the Company markets a broad range of frozen novelties, ice cream and sorbet products under the ESKIMO PIE, REAL FRUIT, Welch's, Weight Watchers Smart Ones, SnackWell's and OREO brand names. These nationally branded products are generally manufactured by a select group of licensed dairies who purchase the necessary flavors ingredients and packaging directly from the Company. Eskimo Pie Corporation also manufactures soft serve yogurt and premium ice cream products for sale to the commercial foodservice industry. NOTE: PERMISSION TO QUOTE FROM THE ISS REPORT, DATED AUGUST 31, 1999, HAS NEITHER BEEN SOUGHT NOR OBTAINED. -----END PRIVACY-ENHANCED MESSAGE-----