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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950142-01-500045.txt : 20010509
<SEC-HEADER>0000950142-01-500045.hdr.sgml : 20010509
ACCESSION NUMBER:		0000950142-01-500045
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010507
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIS MARKETS INC
		CENTRAL INDEX KEY:			0000105418
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				240755415
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1226

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-05039
		FILM NUMBER:		1624511

	BUSINESS ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
		BUSINESS PHONE:		570-286-4571

	MAIL ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		P O BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>may20018k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>



       As filed with the Securities and Exchange Commission on May 7, 2001

================================================================================



                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 7, 2001


                               WEIS MARKETS, INC.
         -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        PENNSYLVANIA                      1-5039                24-0755415
- -------------------------------        ------------        -------------------
(State or other jurisdiction of        (Commission           (IRS Employer
        incorporation)                  File Numer)        Identification No.)


1000 SOUTH SECOND STREET, SUNBURY, PENNSYLVANIA                     17801
- ------------------------------------------------                 ----------
    (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:            (570) 286-4571
                                                              ----------------


                                 NOT APPLICABLE
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)





================================================================================

<PAGE>
                                                                               2



ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

                  On May 7, 2001, the Registrant purchased an aggregate of
14,477,242 shares of its common stock from the family of the late Sigfried Weis.
The purchase price was $30.00 per share, for an aggregate purchase price of
approximately $434.3 million in cash. The amount of such consideration was
determined through negotiations between the Registrant and the sellers of such
shares, and was subject to review by a special committee of the Registrant's
board of directors formed for the purpose of evaluating the transaction. In
determining the amount of such consideration and assessing the fairness thereof,
the Company received financial advice from Morgan Stanley Dean Witter, and the
special committee received financial advice from Dresdner Kleinwort Wasserstein,
Inc., both of which firms rendered fairness opinions to the special committee.
The selling shareholders are descendants, or family members of descendants, of
one of the founders of the Registrant. The selling shareholders include Joseph
I. Goldstein, a director of the Registrant who has resigned from the Board of
Directors, his wife and certain of his relatives. The sources of the funds used
for the Registrant's acquisition of its shares were the Registrant's own cash
resources and borrowings from Mellon Bank under a credit agreement entered into
in the ordinary course.

                  A copy of the press release announcing this repurchase is
attached as Exhibit 99.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial statements of businesses acquired

                           Not applicable.

         (b)      Pro forma financial information

                           Not applicable.

         (c)      Exhibits

                        Exhibit
                        Number               Description
                        -------              -----------
                          99                 Press release, dated May 7, 2001,
                                             of the Registrant.

<PAGE>
                                                                               3



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                       WEIS  MARKETS, INC.



                                       By:  /s/ William R. Mills
                                           -----------------------------------
                                           Name:  William R. Mills
                                           Title: Vice President - Finance
                                                     and Secretary


Dated: May 7, 2001
<PAGE>
                                                                               4



                                  EXHIBIT INDEX


                                                                          Page
                                                                          ----
Exhibit 99             Press release, dated May 7, 2001,                    5
                       of Weis Markets, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                      EXHIBIT 99



                         WEIS MARKETS REPURCHASES STOCK
                FROM SIGFRIED WEIS FAMILY GROUP AT $30 PER SHARE

              RESPECTED SUPERMARKET INDUSTRY LEADER NAMED TO BOARD


                  SUNBURY, PA, May 7, 2001 - Weis Markets, Inc. (NYSE:WMK) today
announced that it has repurchased in a private transaction an aggregate of
14,477,242 shares of its common stock at a purchase price of $30.00 per share.
The shares were purchased from the family of the late Sigfried Weis. The Company
purchased the shares with its cash reserves and approximately $30 million in
borrowings under a bank credit agreement. The share repurchase was reviewed and
unanimously approved, as being in the best interests of the Company, by a
committee composed of all of the Company's non-management independent directors
who are not members of the Weis family. The committee received financial advice
from Morgan Stanley & Co. and Dresdner Kleinwort Wasserstein, Inc., both of whom
rendered fairness opinions in respect of the transaction.

                  Robert Weis, Chairman and Treasurer of Weis Markets, said,
"This transaction, which is significantly accretive to earnings on a pro forma
basis, is attractive from a financial standpoint. Weis Markets' substantial cash
reserves enabled us to purchase this block of shares, while maintaining our
financial strength and our capacity to pay dividends. We have also resolved a
long-standing family debate regarding the Company's strategic direction, thus
allowing members of Weis Markets' senior management to focus their full
attention on the business and continued growth of the Company."

                  Weis Markets also announced that Steven Smith has been
appointed to the Company's board of directors. Mr. Smith is President of KVAT
Food City Stores, headquartered in Abingdon, Virginia, and is outgoing Chairman
of the National Grocers Association. "We are delighted that Mr. Smith has agreed
to join the board," said Norman Rich, Weis Market's President. "Mr. Smith is a
respected leader in the supermarket industry, and will be able to bring his many
years of experience in this sector to the service of the Company."

                  Mr. Smith will fill the seat left vacant by Joseph Goldstein,
who has resigned from his position on the Company's board of directors. Robert
Weis said, "On behalf of the Board, I would like to thank Joe for his many years
of service to the Company."

                  Founded in 1912, Weis Markets generated $2.06 billion in sales
during 2000. The Company currently operates 164 stores in six states:
Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia.

                  Contact:  Larry Rand
                            Ruth Pachman
                            Kekst and Company
                            Phone: 212-521-4800
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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