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(c)(2)) |
| [ ] |
Definitive
Proxy Statement |
| [X] |
Definitive
Additional Materials |
| [ ] |
Soliciting
Material Pursuant to §240.14a-12 |
FRESH BRANDS, 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):
| [ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| [ ] |
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.: |
[Fresh Brands, Inc.
Logo]
Fresh Brands, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
February 6, 2006
YOUR VOTE IS
IMPORTANT
PLEASE VOTE YOUR PROXY
TODAY!
Dear Fellow Shareholder:
Recently, we mailed you proxy
material in connection with the special meeting of shareholders of Fresh Brands, Inc.
which is scheduled to be held on February 27, 2006.
We encourage you to read the proxy
statement which discusses the details of our merger agreement with Certifresh Holdings,
Inc., an affiliate of Certified Grocers Midwest, Inc., which provides for shareholders to
receive $7.05 per share in cash upon completion of the merger.
Your board of directors
unanimously recommends that you vote in favor of the merger agreement.
Regardless of the number of shares
you own, it is important that they are represented and voted at the special meeting.
Accordingly, you are requested to complete and return the enclosed duplicate proxy at your
earliest convenience.
If you have already voted, please
accept our thanks. We appreciate your participation and continued support. If you have any
questions or need assistance in voting your shares, please call our proxy solicitor, D.F.
King & Co., Inc. at 800-769-7666.
Very truly yours,
John H. Dahly
Secretary