DEFA14A 1 s730131.txt ---------------------------------- OMB APPROVAL ---------------------------------- OMB Number: 3235-0059 Expires: August 31, 2004 Estimated average burden hours per response. . . . . 14.73 ---------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Under to ss.240.14a-12 Refac ------------------------------------------------------------ (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. 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(1) Amount Previously Paid: --------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------------- As filed with the Commission on February 18, 2003 ISS RECOMMENDS THAT REFAC'S STOCKHOLDERS VOTE FOR PALISADE MERGER Edgewater, New Jersey, February 18, 2003 - Refac (AMEX: REF) announced today that Institutional Shareholder Services ("ISS"), the nation's leading independent proxy voting advisory firm, has recommended that Refac's stockholders vote in favor of the Company's merger agreement with a wholly-owned subsidiary of Palisade Concentrated Equity Partnership, L.P. ("Palisade"). ISS is an independent expert organization that advises many of the nation's largest institutional investors on shareholder voting matters. In issuing its report on the proposed transaction between Refac and Palisade, ISS said, "Based on the market premium and the fairness opinion rendered by Fleet Securities, we believe the merger agreement warrants shareholder support." In its analysis, ISS noted that, "Although Refac has considered alternative means of enhancing shareholder value in the past, no alternative has emerged that is equal in value to the merger." "We are very pleased with ISS's recommendation that our stockholders vote to approve the Palisade transaction," said Robert L. Tuchman, Chairman and CEO of Refac. "We look forward to the upcoming vote of stockholders." The special meeting of Refac stockholders to consider the merger will be held on Friday, February 28, 2003 at 10:00 a.m., New York City time, at the Board of Governors' Room of the American Stock Exchange, 86 Trinity Place, New York, New York. Institutional Shareholder Services, based in Rockville, Md., is the leading provider of proxy voting and corporate governance services, serving more than 950 clients worldwide. ISS analysts research and recommend votes for 20,000 shareholder meetings each year. Permission to quote ISS's report was neither sought nor obtained. For more information, please contact Refac's proxy solicitors, MacKenzie Partners, Ltd., 105 Madison Avenue, New York, New York 10016, Tel: (212) 929-5500 or 1-800-322-2885, Fax: (212) 929-0308. * * * * * Statements about the Company's future expectations and all other statements in this document other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that the "forward-looking statements" contained herein be subject to the above-mentioned statutory safe harbors. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected or inferred results. There are no assurances as to the amounts to be realized in connection with the sale of the Company's assets. # # #