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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
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(Name of Registrant as Specified in Its Charter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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As filed with the Commission on February 18, 2003
<page>
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.
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