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: |
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2) |
Form,
Schedule or Registration Statement No.: |
| To: |
Participants
of Fresh Brands Retirement Savings Plan |
| From: |
Fresh
Brands Benefits Committee |
| Re: |
Fresh
Brands Company Stock Fund |
The following memorandum is addressed
specifically to those of you who have some or all of your account balance under the
Company Retirement Savings Plan invested in Fresh Brands stock.
As indicated in the Proxy Statement,
you should have received the notice of Special Meeting of Shareholders planned for
February 27, 2006. At that meeting, the results of the Shareholder’s vote on the
merger proposal will be announced.
The Benefits Committee would like to
make you aware of several items affecting your holdings in the Company Stock Fund under
the Plan if the merger transaction is approved.
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• |
If
the merger is approved February 27, all shares within the Fresh Brands Company Stock Fund
will be purchased for a price of $7.05 per share. Your balance in the Company Stock Fund
will be transferred into the MFS Fixed Money Market Fund. The amount of the transfer will
be based on the number of shares you had in the Common Stock Fund at the close of
business on February 24. The funding transaction is anticipated to occur approximately
one week after the merger is approved. |
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Once
all funds are transferred into the MFS Fixed Money Market Fund, it will be your
responsibility to redirect the proceeds into any one of the other Fund choices, should
you choose to do so. In addition, if your current investment election provides that
future contributions would have been allocated to the Company Stock Fund, those future
contributions will be invested in the MFS Fixed Money Market Fund until you make a new
investment election. |
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Please
be aware that you still will have the continuing option to redirect your current balance
in the Fresh Brands Company Stock Fund to an alternate fund choice at any time up to the
merger transaction date. To the extent you transfer out of the Company Stock Fund before
February 27, you will not be entitled to any of the merger proceeds with respect to the
transferred amounts if the merger is approved. |
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Given
the wide range of funds currently available to the participants; we do not intend to
replace the Company Stock Fund at this time. The Company Stock Fund will cease entirely
on February 27. |
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In
the event the merger transaction is not approved by the Shareholders, the Company Stock
Fund will continue as before. |
Please feel free to direct any
questions you may have to John Dahly, Mike Isken or Nadine Becker.