Anderson, Clayton scheduled a new vote.

The Houston food company said its shareholders of record April 14 will soon receive new proxy materials on its $45-a-share recapitalization plan, which was approved by shareholders at a special meeting June 3. The proxy material will also state that the company's board of directors opposed the $54-a-share buyout offer from two New York investment firms, Bear, Stearns & Co. and Gruss & Co. Anderson, Clayton said it was mailing the proxies to comply with a court ruling that said the company's earlier proxy materials may have misled shareholders.

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