-----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, R/xGmFM85eUIqt3889yj9rKIpSEx7umxgSC+OquvB3EQprAGDBTHdpd76zVWCxsR scIkESsn76jtXL7t9bF1HQ== 0000950172-01-500511.txt : 20010713 0000950172-01-500511.hdr.sgml : 20010713 ACCESSION NUMBER: 0000950172-01-500511 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010712 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: SEC FILE NUMBER: 001-07736 FILM NUMBER: 1679206 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 s523406a.txt DFAN14A 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 [ ] Definitive Additional Materials [X] 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: THADDEUS S. JAROSZEWICZ c/o Hamilton Sorter Co., Inc, 3158 Production Drive Fairfield, Ohio 45014 July 9, 2001 Mr. Hans A. Wolf, Chairman of the Board Tab Products Co. 935 Lakeview Parkway, Suite 195 Vernon Hills, Illinois 60061 Mr. Gary W. Ampulski, President and Chief Executive Officer Tab Products Co. 935 Lakeview Parkway, Suite 195 Vernon Hills, Illinois 60061 Dear Hans and Gary: Both of you have made repeated public statements asserting that the proxy contest at the 2001 Tab Products Co. Annual Meeting of Shareholders will be disruptive, costly and protracted. Of course, it need be none of these. You and I hold different views as to the course of action that is in the best interest of Tab's shareholders. You claim that management's current "turn around plan," most recently announced on June 20, 2001, deserves the support of shareholders. I vigorously disagree. Tab's cash "burn rate" continues at an unacceptably high level and your "turn around plan," even if taken at face value, is intended to produce nothing more than break-even results in the fiscal year ending May 31, 2002. I believe that Tab shareholders would prefer a prompt sale of their company pursuant to our $5 per share acquisition proposal, or to any other purchaser willing to pay more. This election is the ultimate exercise in corporate democracy. Each side will present its positions to shareholders, and after hearing all arguments the shareholders will make an informed decision. Put simply, this is exactly the way it should be. Most certainly, the shareholders' exercise of their voting franchise is not something that is "disruptive." It need not be "costly." While the normal expenses of a proxy contest are understandably somewhat higher than in the case of a routine annual meeting, it is a small price to pay for giving shareholders the unique opportunity to determine the future of their investment in Tab. If the proxy contest is "protracted", it will only be because you have chosen a course of unnecessary delay by postponing the shareholder meeting date. In order to avoid disruption, additional cost and delay, I urge you to hold the shareholders' meeting on or around September 21, 2001 -- the anniversary date of last year's meeting -- and to immediately set and disclose the meeting and record dates. This will facilitate the process of moving forward with the business of letting Tab's shareholders determine the future of our investment. Sincerely, /s/ Thaddeus S. Jaroszewicz --------------------------- Thaddeus S. Jaroszewicz INFORMATION FURNISHED BY THADDEUS S. JAROSZEWICZ IN HIS SOLICITATION OF PROXIES FROM STOCKHOLDERS OF TAB PRODUCTS CO. ------------------------------------- Thaddeus S. Jaroszewicz and certain other persons may be deemed to be participants in Mr. Jaroszewicz's solicitation of proxies from stockholders of Tab Products Co. ("Tab") in connection with Tab's 2001 Annual Meeting of Stockholders. Information concerning such participants was filed by Mr. Jaroszewicz with the Securities and Exchange Commission (the "SEC") on June 25, 2001 on Schedule 14A. STOCKHOLDERS OF TAB ARE ADVISED TO READ MR. JAROSZEWICZ'S PROXY STATEMENT IN CONNECTION WITH HIS SOLICITATION OF PROXIES FROM TAB STOCKHOLDERS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders of Tab and other interested parties may obtain, free of charge, copies of Mr. Jaroszewicz's proxy statement, and any other documents filed by Mr. Jaroszewicz with the SEC, at the SEC's Internet web site at www.sec.gov. Each of these documents may also be obtained free of charge by calling Morrow & Co., Inc., the firm assisting Mr. Jaroszewicz in his solicitation of proxies, toll-free at 1-800-662-5200. -----END PRIVACY-ENHANCED MESSAGE-----