0000950172-01-500936.txt : 20011010
0000950172-01-500936.hdr.sgml : 20011010
ACCESSION NUMBER: 0000950172-01-500936
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011005
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TAB PRODUCTS CO
CENTRAL INDEX KEY: 0000096116
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 941190862
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07736
FILM NUMBER: 1753271
BUSINESS ADDRESS:
STREET 1: 935 LAKEVIEW PARKWAY
STREET 2: SUITE 195
CITY: VERNON HILLS
STATE: IL
ZIP: 60061
BUSINESS PHONE: 8479685400
MAIL ADDRESS:
STREET 1: 935 LAKEVIEW PARKWAY
STREET 2: SUITE 195
CITY: VERNON HILLS
STATE: IL
ZIP: 60061
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: JAROSZEWICZ
CENTRAL INDEX KEY: 0001139058
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DFAN14A
BUSINESS ADDRESS:
STREET 1: 608 MERCANTILE CENTER
STREET 2: 414 WALNUT ST
CITY: CINCINNITI
STATE: OH
ZIP: 45202
BUSINESS PHONE: 5132411220
MAIL ADDRESS:
STREET 1: C/O HAMILTON SORTER CO INC
STREET 2: 3158 PRODUCTION SR
CITY: FAIRFIELD
STATE: OH
ZIP: 45014
DFAN14A
1
s341721.txt
SCHEDULE 14A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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 Rule 14a-12
TAB PRODUCTS CO.
(Name of Registrant as Specified in Its Charter)
THADDEUS S. JAROSZEWICZ
(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 transactions:
(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:
LETTER TO TAB PRODUCTS STOCKHOLDERS
THADDEUS J. JAROSZEWICZ
c/o Hamilton Sorter Co., Inc.
3158 Production Drive
Fairfield, Ohio 45014
October 5, 2001
Dear Tab Stockholder:
The October 16 Annual Meeting of Stockholders is now only days away, and
this could be your last opportunity to cast your vote in support of a sale
of Tab at a premium purchase price. As you know, my nominees are committed
to selling Tab at a price of $5 per share in cash to our affiliate - or to
any other purchaser willing to pay more. We commit to you that if our $5
per share cash offer is not the best value obtainable for your shares, Tab
will be sold to a higher bidder.
ISS RECOMMENDS VOTING FOR MY SLATE OF NOMINEES
Institutional Shareholder Services (ISS), America's leading independent
proxy voting advisory firm, has recommended to its clients that they vote
"FOR" my slate of six nominees. ISS, which makes voting recommendations to
hundreds of professional money managers and institutions, has urged
stockholders to vote "FOR" my nominees on my BLUE proxy card and to discard
Tab's white proxy card.
In its carefully researched written report dated October 4, 2001, ISS
stated:
"...we [ISS] believe that the [Jaroszewicz] slate of director
nominees should be supported."
"From a financial perspective, there is no dispute that Tab's
long-term performance has been dismal."
"...adequate time has passed for Tab's board to guide management
in the right direction to improve shareholder value."
"Overall, we believe the [Jaroszewicz group] has a stronger case.
At the revised price of $5 per share, the [Jaroszewicz group]
offer represents a substantial premium to the market value of
Tab's shares."
"The revised offer price[of $5 per Tab share] represents a
111-percent premium to Tab's market price the day before the first
offer[by the Jaroszewicz group]..."
We welcome this independent recommendation which confirms what we have been
saying all along - that the current Tab Board has been unable or unwilling
to make the hard decisions needed in order to make Tab profitable, and that
the best choice for stockholders is to vote "FOR" my slate of nominees
committed to obtaining a premium purchase price for all stockholders.
IT'S TIME FOR A CHANGE
At least three of the Company's directors have served on the board since
1996. The Company's Chairman has been a member of Tab's Board since 1992.
During their tenure, these board members have overseen five different CEOs.
Tab's per share stock price has plunged from $13.81 in early May 1998 to
only $2.38 on January 26, 2001, the day before we made our initial cash
merger proposal. This represents a decline in market value of 82.8% in a
period of only 33 months.
In the words of the ISS report:
"ISS believes that these directors have failed in the past to put
pressure on management to improve the company's financial
performance and to act on behalf of the shareholders." (emphasis
added)
PROTECT YOUR INVESTMENT - ACT NOW!
By acting now, you can determine the future value of your investment in
Tab. The choice, as we see it, is clear. You can elect a new Board of
Directors that has pledged to sell Tab for the greatest available value, so
that you can receive a premium purchase price for your shares. The
alternative, unfortunately, is to continue with the current Board which
believes that the best course of action for the Company is to pursue a plan
that aims to create no profits during this fiscal year.
If my nominees are not elected, we will consider withdrawing our merger
proposal. Without our $5 per share merger proposal, we would not be at all
surprised if the value of Tab shares retreats to the values of early this
year, before we made our first proposal to acquire Tab.
Time is short and you need to act now. Please sign and date your BLUE proxy
card today, and return it in the enclosed postage paid envelope. If you
have any questions or need assistance in voting your shares, please call
the firm assisting me in the solicitation of proxies, Morrow & Co., Inc.,
toll free at (800) 607-0088.
I thank you for your careful attention.
Sincerely,
/s/ THADDEUS S. JAROSZEWICZ
Thaddeus S. Jaroszewicz
Sign, date and return the BLUE proxy card today.
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IMPORTANT
---------
1. Regardless of how many shares you own, your vote is very important.
Please sign, date and mail the enclosed BLUE proxy card today.
Please vote each BLUE proxy card you receive since each account
must be voted separately.
2. We urge you NOT to sign any White proxy card sent to you by Tab.
3. Even if you have sent a White proxy card to Tab, you have every
right to change your vote. You may revoke that proxy by signing,
dating and mailing the enclosed BLUE proxy card in the enclosed
envelope. Only your latest dated proxy counts.
4. If your shares are held in the name of a bank, broker or other
nominee, please direct the party responsible for your account to
vote the BLUE proxy card.
If you have any questions on how to vote your shares, please call
our proxy solicitor:
MORROW & CO. at (800) 607 - 0088.
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