SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
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NAUTICA ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
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BARINGTON COMPANIES EQUITY PARTNERS, L.P.,
JEWELCOR MANAGEMENT, INC., RCG AMBROSE
MASTER FUND, LTD. and RAMIUS SECURITIES, LLC
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
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calculated and state how it was determined):
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previously. Identify the previous filing by registration statement number, or
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2003 ANNUAL MEETING OF
STOCKHOLDERS OF NAUTICA ENTERPRISES, INC.
PROXY STATEMENT
OF
THE BARINGTON COMPANIES GROUP
This proxy statement and the enclosed GREEN proxy card are being furnished
to you, the holders of shares of common stock, par value $.10 per share, of
Nautica Enterprises, Inc., a Delaware corporation, in connection with the
solicitation by Barington Companies Equity Partners, L.P. and other entities
participating with Barington Companies Equity Partners, L.P. for use at the 2003
annual meeting of stockholders of the Company, and at any adjournments or
postponements of the meeting. The other entities participating with Barington
Companies Equity Partners, L.P. are Jewelcor Management, Inc., RCG Ambrose
Master Fund, Ltd. and Ramius Securities, LLC who, together with Barington
Companies Equity Partners, L.P., are referred to as the Barington Companies
group.
This Proxy Statement and the accompanying GREEN proxy card are first being
furnished to the Company's stockholders on or about June 24, 2003.
The Barington Companies group is soliciting proxies to obtain
representation on the Company's board of directors. Our goal is to elect two new
and independent members to the Company's board of directors who will help guide
the Company's board of directors in its pursuit to maximize shareholder value.
The term independent as used in this Proxy Statement means the absence of any
material relationship with the Company. Our nominees, William J. Fox and James
A. Mitarotonda, are highly-qualified candidates who possess significant retail
and consumer products industry, operating and financial experience. We believe
that the value-added insight, energy and objectivity of our nominees will
benefit the Company's existing board of directors in executing its strategic
plan.
In connection with our solicitation of proxies for board representation,
we are not seeking to replace the entire board of directors. However, we believe
that there is limited independent shareholder representation on the current
board of directors. In fact, the Company has announced in its proxy materials
for the 2003 annual meeting that it "plans to name two new independent directors
by the 2004 annual meeting." We are seeking additional, independent
representation on the Company's board not next year, but now. We believe that
the Company's board currently needs more independent voices to represent the
interests of all stockholders. Moreover, we believe that the operating skills
and managerial experience of our nominees will promote the maximization of
shareholder value.
A vote in favor of our proposals at the 2003 annual meeting will result in
the election of a complete eight member board of directors, consisting of our
two nominees and six of the incumbent members of the board of directors. Our
nominees, if elected, look forward to working with the other members elected to
the Company's board at the 2003 annual meeting, in our efforts to produce the
maximum value for all the Company's stockholders.
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In our view, the current board of directors has failed to adequately
address certain operational issues at the Company including a significant
expense base, ineffective management of the Nautica brand and an unproven brand
expansion and diversification strategy that has required significant capital
investments. We believe these operational issues have reduced the Company's
competitiveness and diluted the value of the Nautica brand in the retail
marketplace. Although we support a number of the initiatives the current board
of directors has taken in executing its strategic plan, we believe that their
efforts to date have not produced the enhancements to shareholder value expected
by stockholders. As a result, the Company's stock price has fallen approximately
47.2% during the two-year period ended June 6, 2003.
Given the operating challenges which the Company continues to confront, we
felt that it was imperative to seek your support for a slate of highly-qualified
nominees who intend to advocate the interests of all stockholders and work with
those members of the Company's board of directors elected at the 2003 annual
meeting in order to effectuate a plan that we believe will maximize shareholder
value. Otherwise we would risk an unacceptable delay of a full year before our
nominees could increase the number of independent members on the Company's board
and present our proposed initiatives to enhance shareholder value to the
Company's stockholders.
We believe the Company must promptly implement the following measures in
order to enhance shareholder value:
o reduce operating expenses in order to improve profitability and
enhance cash flow;
o formulate a more cohesive operating strategy to bolster its Nautica
brand;
o review the Company's use of capital in order to maximize returns on
equity;
o restructure executive compensation packages so that the interests of
executive officers are aligned with those of the Company's
stockholders and such individuals are rewarded for improvements in
shareholder value;
o review change of control provisions in certain Company contracts that
may have the effect of limiting shareholder value; and
o explore value-enhancing strategic initiatives, including the possible
sale or merger of the Company.
Our nominees for director support these proposed actions and, if elected,
will seek to implement them.
In addition, our nominees, if elected, intend to advocate a series of
actions to promote corporate democracy and place control of the Company firmly
in the hands of stockholders acting by majority vote. These actions include
eliminating the stockholder rights plan adopted
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by the current board and allowing stockholders to act by written consent.
We believe the following operating problems and strategic issues will
persist unless appropriate action is taken by the board of directors
immediately:
o significant selling, general and administrative expenses that have not
been addressed by current senior management in light of the Company's
reduced business prospects. The Company continues to invest in brand
expansion initiatives, including marketing efforts and build-out of
retail locations, which we believe have yet to yield positive results
for stockholders.
o unsuccessful development of a strategic plan by current senior
management to improve persistent revenue stagnation within the
Company's men's sportswear business and underperformance of its
women's business. According to the Company's Form 10-K for fiscal year
2003, its men's sportswear line experienced a 9.2% decline in net
sales from fiscal year 2002 to fiscal year 2003 and is expected to
experience an additional decline of approximately 13% to 15% in fiscal
year 2004. Similarly, based on statements made by the Company during
its earnings conference call on May 1, 2003, its women's jeans and
women's Earl Jean businesses are performing below profitability levels
targeted by management.
o inefficient deployment of capital by current senior management in its
efforts to execute a brand expansion and diversification strategy that
has been slow to yield returns to stockholders. Based on an expected
after-tax charge of $6.0 million to $7.0 million announced by the
Company in a press release dated April 7, 2003, we believe that the
Company's attempt to develop the Nautica Europe business has not
enhanced shareholder value. Similarly, the Company's attempt to
enhance its retail exposure by opening a store in Rockefeller Center
has proven unsuccessful, resulting in an after-tax charge of $6.5
million in fiscal year 2003. The Company, in fact, acknowledged in its
May 1, 2003 earnings conference call, that it is remerchandising this
store in an effort to drive traffic at this location. Further, as part
of a brand diversification strategy, in 2001 the Company acquired Earl
Jean, Inc., an upscale denim brand for approximately $65 million,
which to date, in our view, has not yielded positive returns for
stockholders. In addition, based on our discussions with the Company's
management, its John Varvatos business, which was launched in 2000,
has not performed at desired levels.
o executive compensation packages which contain payment terms that are
not aligned with the interests of the Company's stockholders; and
o change of control provisions in certain contracts to which the Company
is a party which, if triggered, could misalign the interests of the
board of directors and stockholders and potentially limit shareholder
value.
For these reasons, we are appealing directly to you -- the owners of the
Company -- and asking you to vote your shares at the 2003 annual meeting in a
way that sends the Company's
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current board of directors a clear message that you want to hold the board of
directors accountable to you in fulfilling its fiduciary duty to enhance the
value of the Company for all stockholders. In order for shareholder value to be
maximized, the Company's operating results must be addressed at once. Our
nominees intend to focus their efforts on the foregoing issues to improve the
Company's performance and drive shareholder value.
At the 2003 annual meeting, we intend to seek your support for two
highly-qualified and independent nominees for election to the Company's board of
directors, William J. Fox and James A. Mitarotonda. These individuals possess
strong operating, industry and financial skills that should benefit the Company
in implementing its strategic plan. Moreover, these individuals will bring to
the board additional independent voices that will represent the interests of all
stockholders. We believe that the election of our nominees to the Company's
board of directors, although only a minority of the eight-person board of
directors, will help guide the Company's board of directors to fulfill its
fiduciary duty to maximize value for all stockholders.
We also intend to vote the shares of common stock represented by the proxy
to re-elect all of the Company's incumbent directors other than Charles H.
Scherer and John Varvatos. Both of these individuals lack independence from the
Company which we believe this board needs more of and that stockholders should
demand.
A vote in favor of our proposals at the 2003 annual meeting will result in
the election of a complete eight member board of directors, consisting of our
two nominees and six of the incumbent members of the board of directors.
In addition to the election of directors, we are proposing to amend the
Company's By-laws to allow stockholders who own 10% or more of the Company's
outstanding common stock to call a special meeting of stockholders.
The Barington Companies group recommends that you vote
o to elect each of our nominees and re-elect all the incumbent directors
other than Messrs. Scherer and Varvatos; and
o to adopt our proposed amendment to the Company's By-laws.
See "The Proposals" for a complete description of the actions that we
propose. See "Information About The Barington Companies Group" and "Certain
Other Information Regarding The Barington Companies Group Nominees" for
information about the Barington Companies group and about our nominees.
The Company has announced that the 2003 annual meeting will be held at
10:00 a.m. Eastern daylight time on July 8, 2003 at the offices of the Company,
40 West 57th Street, New York, New York, 7th floor and that the record date for
determining stockholders entitled to notice of and to vote at the 2003 annual
meeting is May 29, 2003.
Your vote is important, no matter how many or how few shares of common
stock you
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own. The Barington Companies group urges you to mark, sign, date and return the
enclosed GREEN proxy card promptly in accordance with the instructions set forth
below. Please do NOT sign any proxy card you may receive from the Company even
though it may contain one or more of the Barington Companies group's proposals.
You are urged to mark, sign and date the enclosed GREEN proxy card and
return it in the enclosed envelope whether or not you plan to attend the 2003
annual meeting. If you need assistance in voting your shares of common stock,
please call the Barington Companies group's proxy solicitor, D.F. King & Co.,
Inc., toll-free at 1-888-869-7406 or if you are a bank or broker please call
collect at 1-212-269-5550.
INTRODUCTION
The Barington Companies group seeks to maximize value for all of the
Company's stockholders. The Barington Companies group does not believe that the
current board of directors and management have fulfilled their obligations to
the stockholders of the Company to achieve this goal. Further, we believe that
the current board of directors contains a limited number of independent members
focussed on representing the interests of all stockholders and advocating the
maximization of shareholder value. As a result, we believe that the current
board of directors has been slow to address persistent operational issues at the
Company, such as a high expense base, ineffective development of the Nautica
brand and an unproven brand expansion and diversification strategy, which, in
our opinion, have been detrimental to stockholders. In addition, we believe that
the board of directors has approved certain contracts to which the Company is a
party containing change of control provisions which may have the effect of
limiting the rights of stockholders and have the potential to misalign the
interests of the board of directors and stockholders. In our opinion, these
missteps have weakened the Company's competitive position and diluted the value
of the Nautica brand in the retail marketplace.
These actions by the current board of directors and management, coupled
with the limited number of independent board members, in our view, have resulted
in a material reduction in shareholder value. From June 6, 2001 to June 6, 2003,
a period during which the Company made a significant investment in implementing
its brand expansion and diversification strategy, the Company's stock price fell
approximately 47.2% from $20.07 per share to $10.60 per share. During the same
period, the stock price of four of the Company's competitors named in the
Company's most recent Form 10-K, Kenneth Cole Productions Inc., Liz Claiborne,
Inc., Polo Ralph Lauren Corporation and Tommy Hilfiger Corporation experienced
percentage changes of (28.0)%, 32.5%, (6.7)% and (38.6)%, respectively. The
Company's return on equity, defined as net income, excluding special charges,
divided by stockholders' equity, fell from 16.2% in fiscal year 2001 to 8.9% in
fiscal year 2003, based on information contained in the Company's Form 10-K for
fiscal year 2003.
Under the leadership of the current board of directors and senior
management, we believe the Company has:
o been slow to establish an appropriate cost structure in light of the
Company's reduced business prospects. According to the Company's Form
10-K for fiscal year
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2003, selling, general and administrative expenses as a percentage of
net sales increased to approximately 36.7% in fiscal year 2003 from
approximately 31.4% in fiscal year 2001. During the same period, total
headcount increased 15.8% from 2,850 to 3,300, according to the
Company's Form 10-K for fiscal years 2001 and 2003. As a result of the
Company's sluggish revenue growth during the last two fiscal years,
operating profit, excluding special charges, as a percentage of net
sales, fell from approximately 11.5% in fiscal year 2001 to
approximately 7.3% in fiscal year 2003. According to statements made
by the Company during its earnings conference call on May 1, 2003, the
Company expects selling, general and administrative expenses in both
actual dollars and as a percentage of net sales to remain at fiscal
year 2003 levels during fiscal year 2004.
o been unsuccessful in addressing core strategic weaknesses at the
Company that continue to dilute the value of the Nautica brand in the
retail marketplace. We believe senior management has been unable to
improve declines in net sales within the Company's men's sportswear
line. According to the Company's most recent Form 10-K, net sales in
the Company's men's sportswear business decreased 9.2% from fiscal
year 2002 to fiscal year 2003 and are expected to decline further by
approximately 13% to 15% during fiscal year 2004 due to ongoing
pressure facing the men's collection business in department stores. We
believe that continued competition in both the department store and
specialty retail channels could result in markdowns at the retail
level, which, in our opinion, will further dilute the value of the
Nautica brand in the men's apparel market. The Company also has
continued to experience weakness in its women's collections. In its
earnings conference call on May 1, 2003, the Company acknowledged that
its women's jeans business is not performing at profitability levels
targeted by management. In addition, management stated on this call
that its women's Earl Jean business is experiencing weakness.
o ineffectively deployed the Company's capital on an unproven brand
expansion and diversification strategy. The Company's efforts to
develop the Nautica Europe business have not enhanced shareholder
value. According to a Company press release dated April 7, 2003, the
Company has decided to transition this business to a licensing
arrangement and reduce its investment in Europe. As a result, the
Company expects to incur an after-tax special charge of $6 million to
$7 million relating to closure costs, impairment of goodwill, the
writedown of fixed assets and the termination of certain lease
obligations. The Company's efforts to create a greater brand identity
through the operation of a Nautica full-price retail store have proven
unsuccessful. In fiscal year 2003, the Company, according to its most
recent Form 10-K, recorded an after-tax charge of $6.5 million to
write down the assets associated with its Rockefeller Plaza Nautica
store. Similarly, in 2001 the Company acquired Earl Jean, Inc., an
upscale denim brand, for approximately $65.3 million, paying,
according to the Company's Form 10-K for fiscal year 2003, in excess
of 12 times the "estimated fair value of the net assets acquired."
During its 2003 earnings conference call, the Company acknowledged
that it is experiencing weakness in its U.S. based Earl Jean women's
business. The Company's management has also informed us that
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the Company's John Varvatos business, which was launched in 2000, has
not performed at desired levels.
o failed to address executive compensation levels, which we believe are
not aligned with stockholder interests. In our opinion, the
compensation payable to the Company's executive officers should be
restructured so that a meaningful portion of the annual cash salary
expense is eliminated and replaced with equity-based compensation in
the Company. We believe that eliminating a portion of this annual cash
expense will reduce the Company's selling, general and administrative
expenses and produce greater free cash flow. More importantly, we
believe that tying the amount of compensation received by executives
to specified improvement levels in shareholder value will help to
maximize the value of the Company's stock.
o approved change of control provisions in certain Company contracts
that have the potential to misalign the interests of the board of
directors and the stockholders and impair shareholder value. According
to the Company's proxy statement for the 2003 annual meeting, the
Company has entered into employment agreements with three of its
senior executives providing that in the event of a change of control
in the Company (defined to include any event which results in the
members of the current board of directors no longer constituting a
majority of the board of directors), each of such individuals has the
right to receive a lump sum payment (aggregating approximately $9.3
million for all three executives) upon termination for employment
other than for cause, disability or resignation for good reason. In
addition, stock options previously granted to such individuals become
fully vested and exercisable upon a change of control. We believe
these provisions weaken the rights of stockholders to elect new
members to the board of directors as the removal of incumbent members
of the board of directors may trigger a significant payment by the
Company and thereby reduce shareholder value. Further, in our view,
change of control provisions are not the means to assure the continued
service of valued employees. Rather, we believe that such employees
should be rewarded appropriately for performance that increases
shareholder value. According to the Company's proxy statement for the
2003 annual meeting, Mr. Varvatos's employment agreement further
provides that if Mr. Sanders ceases to be employed by the Company
during Mr. Varvatos's term of employment, the Company is obligated to
spin-off or sell its subsidiary, John Varvatos Company, or make
specified payments to Mr. Varvatos. We believe this provision could
diminish shareholder value, as it limits the board of directors'
ability to make executive changes at the Company and forces the
Company to change its management or financial relationship with a
subsidiary regardless of such subsidiary's operating or financial
condition.
Our Platform
The Barington Companies group is focused on the goal of maximizing the
value of the Company's stock. We believe that the Company's board of directors
needs additional independent members to advocate the interests of stockholders
and compel management to address persistent operational issues that have been
detrimental to shareholder value. This is
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consistent with the Company's recently announced plan to name two, new
independent members to its board of directors by the 2004 annual meeting. We
believe it is important for shareholders to obtain additional independent
directors now and not wait until the 2004 annual meeting.
We have selected nominees with broad industry, management and financial
experience necessary to assist the board of directors in improving the Company's
operating performance. They are committed to the principles of our platform,
with the goal of establishing a results-oriented strategic plan to enhance
stockholder value. In furtherance of these principles, if elected, our nominees
intend to urge the Company's board of directors to take the following actions:
o reduce the Company's operating expenses to improve profitability and
enhance cash flow generation;
o separate the role of Chairman and Chief Executive Officer at the
Company;
o revise the Company's strategic plan in order to enhance the Nautica
brand and improve its competitive position in the retail
marketplace;
o evaluate the Company's use of capital to maximize returns on equity;
o restructure compensation packages of selected executives at the
Company to align their interests with those of stockholders;
o review change of control provisions in selected Company contracts to
align the interests of the board of directors and the stockholders;
and
o implement formal processes at the Company to explore value-enhancing
strategic initiatives, including a possible sale or merger of the
Company.
As part of our proposals, we intend to vote the shares of common stock
represented by the proxy to re-elect all of the Company's incumbent directors
other than Messrs. Scherer and Varvatos. For the following reasons, we believe
that these individuals lack the independence and commitment that this board
needs:
o Mr. Scherer serves as managing partner of Hughes Hubbard & Reed LLP,
a law firm that provides legal services to the Company. For the past
three fiscal years ended March 1, 2003, the Company paid an
aggregate of approximately $3.5 million to Hughes Hubbard for legal
services. In addition, Samuel Sultanik, Esq., the brother-in-law of
the Company's Chairman, President and Chief Executive Officer, is a
partner of Hughes Hubbard.
o Mr. Varvatos serves as President of the John Varvatos Company, a
subsidiary of the Company. In its proxy statement with respect to
the 2003 annual meeting, the Company acknowledged that Mr. Varvatos
attended fewer than 75% of the Company's board meetings as a result
of Mr. Varvatos's schedule. Institutional
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Shareholder Services has recommended in its Proxy Alert dated June
10, 2003 relating to the Company that stockholders withhold their
vote for Mr. Varvatos stating that "absences due to schedule
conflicts is not a valid excuse."
In addition, our nominees will act to eliminate the burdens that the
Company's charter documents and current board have imposed on the exercise of
corporate democracy at the Company. These steps include:
o termination of the Company's stockholder rights plan, which imposes
draconian penalties on stockholders or stockholder groups that
beneficially own or commence a tender offer or exchange offer for
15% or more of the Company's stock. Not only does such plan
effectively prohibit accumulation of stockholdings in excess of this
threshold, it may also have the effect of discouraging stockholders
from collectively exercising their corporate democracy rights out of
concern that they will be deemed to be a group owning 15% or more of
the Company's shares. We note that while commentators and corporate
governance experts disagree on the propriety and utility of
stockholder rights plan, in some cases, such plans may result in
increased value to stockholders in takeover situations. Nonetheless,
we believe that any benefits of stockholder rights plans are
outweighed by the burdens such plans impose on corporate democracy
rights and the freedom of stockholders to act in a manner they
perceive to be in their own financial interest; and
o subject to stockholder approval, amending the Company's Restated
Certificate of Incorporation to eliminate the prohibition on
stockholder action by written consent.
The Barington Companies group nominees will not be in a position, however,
to effect any action, including any action referred to above, without the
support of at least three or more of the incumbent members of the Company's
board of directors. There can be no assurance that the incumbent members of the
board of directors will vote with our nominees to take any of the actions
described above.
While our nominees, if elected, will constitute only two of the eight
members of the Company's board of directors, such individuals will represent two
of the six, or 1/3, of the independent board members. As such, our nominees may
be able to exercise substantial influence on the Company's board of directors
and committees especially in light of the provisions of the Sarbanes-Oxley Act
of 2002, the regulations promulgated by the SEC pursuant to this Act and the new
corporate governance rules proposed by NASDAQ. These proposed rules will require
that members of the audit, compensation and nominations committees of NASDAQ
listed companies be comprised solely of independent directors.
THE PROPOSALS
The Barington Companies group is soliciting proxies from the holders of
shares of common stock to (a) elect two nominees to the Company's board of
directors and six of the eight current incumbent directors and (b) amend the
By-laws to authorize stockholders who own, individually or in the aggregate, 10%
or more of the Company's outstanding common stock, to
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call a special meeting of stockholders.
The election of directors requires a plurality of the votes cast in the
election. The proposed amendment to the By-laws requires an affirmative vote of
a majority of the shares outstanding on the record date for the 2003 annual
meeting.
The Barington Companies group recommends that you vote for each of the
proposals by checking the appropriate boxes and signing, dating and returning
the enclosed GREEN proxy card.
Election of Directors
Proposal No. 1 -- Election of the Barington Companies Group Nominees as
Directors
Proposal No. 1 provides for the election of William J. Fox and James A.
Mitarotonda to serve as directors until the 2004 annual meeting of
stockholders. See "Certain Other Information Regarding The Barington
Companies Group Nominees" for information concerning the background and
experience of Messrs. Fox and Mitarotonda.
Proposal No. 2 -- Election of Certain Company Nominees as Directors
Proposal No. 2 provides for the election of the Company's nominees other
than Messrs. Scherer and Varvatos to serve as directors until the 2004 annual
meeting of stockholders. See the Company's definitive proxy statement for the
names, backgrounds, qualifications and other information concerning the
Company's nominees.
Ratification of the Appointment of Independent Accountants (Company
Proposal)
Proposal No. 3 -- Ratification of Grant Thornton LLP as the Company's
Independent Certified Public Accountants
Proposal No. 3 provides for the ratification of the appointment by the
Company's board of directors of Grant Thornton LLP as the Company's independent
certified public accountants to examine the accounts of the Company for the
fiscal year ending February 28, 2004. See "Auditors" for further information
regarding Grant Thornton LLP.
Amendment of the By-laws
Proposal No. 4 -- Modification of Provision for Calling Special Meetings of
Stockholders
Proposal No. 4 provides for the amendment of Section 3 of Article I of the
By-laws to authorize stockholders who own, individually or in the aggregate, 10%
or more of the Company's outstanding common stock, to call a special meeting of
the stockholders. Delaware law provides that special meetings of the
stockholders may be called by the board of directors or such other person or
persons as may be authorized by the certificate of incorporation or the by-laws.
Proposal No. 4 would grant to stockholders the ability to call special meetings.
In particular, the amendment would delete the text of Section 3 of Article I of
the By-laws and replace it with the following:
"A special meeting of the stockholders may be called
at any time by the Chairman, the President or a majority of
the board of directors of the Corporation, or by any
stockholder or stockholders of record entitled to vote at
such meeting, provided such stockholder or stockholders
beneficially or of record own in the aggregate at least 10%
of the outstanding shares of common stock of the
Corporation. If a special meeting is called, the person
calling the meeting shall submit the request, specifying the
time of such meeting and the general nature of the business
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proposed to be transacted, such request to be delivered
personally, or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman, the President
or the Secretary of the Corporation. No business may be
transacted at such special meeting other than such business
specified in the request. The officer receiving the request
shall cause notice to be given to the stockholders entitled
to vote at such meeting, in accordance with the provisions
of Section 4 of this Article I, that a special meeting be
held at the time requested by such person(s) calling the
meeting, provided that such meeting is not less than ten
(10) or more than sixty (60) days after receipt of the
request."
The Barington Companies group believes that giving the stockholders the
right to call a special meeting will provide the stockholders with a means to
promptly address any legitimate concerns they may have regarding the Company and
their investment, and their interests as stockholders. In addition, we believe
that such a provision will promote greater accountability to all stockholders of
the Company on the part of each director and the rest of management.
General
Each of the Barington Companies group nominees has consented to being
named herein as a nominee for director of the Company, and has agreed to stand
for election as a director and to serve as a director, if elected.
Although the Barington Companies group has no reason to believe that any
of the Barington Companies group nominees will be unable to serve as a director,
if any Barington Companies group nominee is not available to serve, the
Barington Companies group expects that the remaining Barington Companies group
nominees, upon taking office, will fill the vacancy with an individual willing
to consider and implement the Barington Companies group's proposals to maximize
stockholder value. Although the Barington Companies group has no reason to
believe that any of the Company's nominees will be unable to serve as a
director, there can be no assurance that the Company's nominees will serve as a
director if elected with any of the Barington Companies group nominees.
INFORMATION ABOUT THE BARINGTON COMPANIES GROUP
Members of the Barington Companies group, the Barington Companies group
nominees and certain other persons named below may be deemed to be
"participants" in this Proxy Solicitation as such term is defined in Schedule
14A promulgated under the Securities Exchange Act of 1934. Barington Companies
Equity Partners, L.P. is a Delaware limited partnership formed to engage in the
business of acquiring, holding and disposing of investments in various
companies. The address of the principal business and principal offices of
Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New
York, New York 10019.
The general partner of Barington Companies Equity Partners, L.P. is
Barington Companies Investors, LLC. Barington Companies Investors, LLC is a
Delaware limited liability company formed to be the general partner of Barington
Companies Equity Partners, L.P. The
11
address of the principal business and principal offices of Barington Companies
Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019.
James A. Mitarotonda is the Managing Member of Barington Companies Investors,
LLC. The business address of Mr. Mitarotonda is c/o Barington Capital Group,
L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.
Jewelcor Management, Inc. is a Nevada corporation primarily involved in
investment and management services. The address of the principal business and
principal offices of Jewelcor Management, Inc. is 100 North Wilkes Barre Blvd.,
Wilkes Barre, Pennsylvania 18702. The officers and directors of Jewelcor
Management, Inc. and their principal occupations and business addresses are set
forth on Schedule I attached to this Proxy Statement.
RCG Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged in
investing in companies effecting extraordinary transactions. The address of the
principal business and principal officers of RCG Ambrose Master Fund, Ltd. is
Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O.
Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. The officers
and directors of RCG Ambrose Master Fund, Ltd. and their principal occupations
and business addresses are set forth on Schedule II attached to this Proxy
Statement.
Ramius Securities, LLC is a Delaware limited liability company and a
registered broker-dealer. The address of the principal business and principal
offices of Ramius Securities, LLC is 666 Third Avenue, 26th Floor, New York, New
York 10017.
The Managing Member of Ramius Securities, LLC is Ramius Capital Group,
LLC, a Delaware limited liability company that is engaged in money management
and investment advisory services for third parties and proprietary accounts. The
address of the principal business and principal offices of Ramius Capital Group,
LLC is 666 Third Avenue, 26th Floor, New York, New York 10017.
The Managing Member of Ramius Capital Group, LLC is C4S, LLC, a Delaware
limited liability company formed to be the managing member of Ramius Capital
Group, LLC. The address of the principal business and principal offices of C4S,
LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A.
Cohen, Morgan B. Stark and Thomas W. Strauss is a Managing Member of C4S, LLC.
The business address of each of Messrs. Cohen, Stark and Strauss is 666 Third
Avenue, 26th Floor, New York, New York 10017.
As of the date of this Proxy Statement, the Barington Companies group owns
an aggregate of 1,058,400 shares of common stock representing approximately 3.2%
of the outstanding shares of the common stock based upon 33,590,100 shares of
common stock reported by the Company in its Schedule 14A filed with the
Securities and Exchange Commission on June 6, 2003, to be issued and outstanding
as of May 29, 2003.
Additional information about Barington Companies Equity Partners, L.P.,
the Barington Companies group and the Barington Companies group nominees
including information regarding the beneficial ownership of common stock is set
forth under the heading "Certain Other
12
Information Regarding The Barington Companies Group Nominees" and in Annex A
attached to this Proxy Statement.
The Barington Companies group has retained D.F. King to act as an advisor
and to provide consulting and analytic services and solicitation services in
connection with this Proxy Solicitation. D.F. King is a proxy service company.
D.F. King mails documents to stockholders, responds to stockholder questions and
solicits stockholder votes for many companies. D.F. King does not believe that
it or any of its directors, officers, employees, affiliates or controlling
persons, if any, is a "participant" in this Proxy Solicitation or that Schedule
14A requires the disclosure of certain information concerning D.F. King. The
business address of D.F. King is 48 Wall Street, 22nd Floor, New York, New York
10005. D.F. King has informed the Barington Companies group that, as of the date
of this Proxy Statement, it does not hold any shares of the Company's common
stock for its own account or for the accounts of others.
BACKGROUND OF AND REASONS FOR THE PROXY SOLICITATION
Background
On various dates from April 17, 2003 through June 10, 2003, members of the
Barington Companies group purchased a total of 1,058,400 shares of common stock
in the open market for a total purchase price of $11,194,375, excluding
commissions and related costs. The details of these purchases are set forth in
Annex A attached to this Proxy Statement. All of the purchases were funded by
working capital, which included margin loans made by brokerage firms in the
ordinary course of business. The shares purchased by Barington Companies Equity
Partners, L.P. were funded, in part, by margin loans which have been repaid in
full. As of June 19, 2003, the outstanding amounts of margin loans obtained by
each of Jewelcor Management, Inc., RCG Ambrose Master Fund, Ltd. and Ramius
Securities, LLC in connection with their purchase of shares of the Company's
common stock were approximately $240,000, $1.56 million and $2.65 million,
respectively.
On various dates from April 15, 2003 to May 16, 2003, Mr. Mitarotonda and
other representatives of the Barington Companies group spoke with Shannon L.
Froehlich, Vice President of Corporate Investor Relations of the Company, in
connection with selected information requests with respect to the operations and
financial performance of the Company.
On May 16, 2003, Mr. Mitarotonda met with Mr. Sanders to discuss the
Company's operations, recent financial performance and business prospects.
On May 23, 2003, Mr. Mitarotonda met with Mr. Chu to discuss the Company's
operations, recent financial performance and business prospects.
On May 29, 2003, Mr. Mitarotonda and other representatives of the
Barington Companies group met with Wayne A. Marino, Senior Vice President and
Chief Financial Officer of the Company, to discuss the Company's operations,
recent financial performance and business prospects.
13
On June 2, 2003, Mr. Mitarotonda met with Mr. Chu to discuss the Barington
Companies group's ideas for enhancing shareholder value at the Company.
On June 5, 2003, Barington Companies Equity Partners, L.P. sent a
letter to the Secretary of the Company and Mr. Sanders, notifying the Company
that at the 2003 annual meeting Barington Companies Equity Partners, L.P.
intended to nominate William J. Fox, James A. Mitarotonda and Michael
Steinberg as directors and to propose certain amendments to the Company's
Restated Certificate of Incorporation and By-laws and the rescission of the
Company's shareholder rights plan. In addition, Barington Companies Equity
Partners, L.P. requested that it be given the opportunity to inspect the
stockholder list.
On June 6, 2003, Mr. Mitarotonda telephoned Mr. Sanders to inform him
of the letter sent by Barington Companies Equity Partners, L.P. on June 5,
2003 and discuss the Barington Companies group nominees and proposals for the
2003 annual meeting.
On June 8, 2003, Mr. Mitarotonda spoke to Mr. Chu to discuss the Barington
Companies group nominees to the board of directors and its proposed actions in
connection with the 2003 annual meeting.
Based on concerns for potential conflicts with other relationships Mr.
Steinberg has in the retail and apparel industry, on June 18, 2003 Mr. Steinberg
informed Mr. Mitarotonda that Mr. Steinberg was withdrawing as a nominee of the
Barington Companies group to the Company's board.
CERTAIN OTHER INFORMATION REGARDING
THE BARINGTON COMPANIES GROUP NOMINEES
Set forth below are the name, age, business address, present principal
occupation, employment history and directorships of each of the Barington
Companies group nominees for at least the past five years. This information has
been furnished to the Barington Companies group by the respective Barington
Companies group nominees. Each of the Barington Companies group nominees has
consented to serve as a director of the Company. Each of the Barington Companies
group nominees is at least 18 years of age. None of the entities referenced
below is a parent or subsidiary of the Company.
Present Principal Occupation, Five Year
Name, Age and Business Address Employment History and Directorships
--------------------------------------------------------------------------------
William J. Fox, 46 Mr. Fox serves as Chairman, President,
c/o Barington Capital Group, L.P. Chief Executive Officer and a director
888 Seventh Avenue of AKI, Inc. and as President, Chief
17th Floor Executive Officer and a director of
New York, New York 10019 AKI Holding Corp., an international
multi-sensory marketing, advertising
and sample systems business he has
managed since February 1999. He was
President, Strategic and Corporate
Development, of Revlon Worldwide,
Senior Executive Vice President of
Revlon, Inc. and Revlon Consumer
Products Corporation (referred to
herein as RCPC
14
and collectively with the other Revlon
entities noted above as Revlon) and
Chief Executive Officer of Revlon
Technologies, a division of Revlon,
from January 1998 through January 1999.
He was Executive Vice President from
1991 through January 1997, Senior
Executive Vice President from January
1997 though January 1999 and Chief
Financial Officer from 1991 to 1997 of
Revlon. Mr. Fox served as a director of
Revlon, Inc. (NYSE:REV) from November
1995 until April 1999 and as director
of RCPC from September 1994 until April
1999. He was Senior Vice President of
MacAndrews and Forbes Holding Inc., the
indirect majority shareholder of
Revlon, from August 1990 through
January 1999. Mr. Fox was also an
executive officer of several
MacAndrews' affiliates including
Technicolor Inc., The Coleman Company,
New World Entertainment and Revlon
Group Incorporated. Mr. Fox currently
serves as Co-Chairman of the board and
Chairman of the Audit Committee of
Loehmanns Holdings Inc. (NASDAQ:LHMS).
From 1997 to December 1998, Mr. Fox
served on the board of directors and
was Vice Chairman of The Cosmetic
Center, Inc., a public company traded
on the Nasdaq National Market which
filed a petition under the federal
bankruptcy laws in April 1999. He also
served on the board of directors and
was Vice Chairman of The Hain Food
Group, a company now known as The Hain
Celestial Group, Inc. (NASDAQ:HAIN).
Mr. Fox is a member of the board of
directors of Liquid Audio, Inc.
(OTC:LQID.PK). He also serves on the
Advisory Board and is Vice Chairman of
Barington Companies Investors, LLC.
15
James A. Mitarotonda, 49 Mr. Mitarotonda is Chairman of the
c/o Barington Capital Group, L.P. Board, President and Chief Executive
888 Seventh Avenue Officer of Barington Capital Group,
17th Floor L.P., an investment firm which he
New York, New York 10019 co-founded in November 1991. Mr.
Mitarotonda also is Chairman,
President and Chief Executive Officer
of Barington Companies Investors, LLC,
the general partner of Barington
Companies Equity Partners, L.P., a
small capitalization, value fund which
seeks to be actively involved with its
portfolio companies in order to
enhance shareholder value. He serves
as President, Chief Executive Officer
and a director of MM Companies, Inc.
(OTCBB:MMCO). In addition, he is
Co-Chairman of the board of directors,
Co-Chief Executive Officer,
Co-President and Chairman of the Audit
Committee of Liquid Audio, Inc.
(OTC:LQID.PK) and a member of the
board of directors of LP Innovations,
Inc. Mr. Mitarotonda also serves as
an observer to the board of directors
of FairMarket, Inc. (NASDAQ:FAIM). In
May 1988, Mr. Mitarotonda co-founded
Commonwealth Associates, an investment
banking, brokerage and securities
trading firm. Mr. Mitarotonda served
as Chairman of the Board and Co-Chief
Executive Officer of JMJ Management
Company Inc., the general partner of
Commonwealth. From December 1984 to
May 1988, Mr. Mitarotonda was employed
by D.H. Blair & Co., Inc., an
investment bank, brokerage and
securities trading firm, as Senior
Vice President/Investments. From July
1981 to November 1984, Mr. Mitarotonda
was employed by Citibank, N.A. in an
executive capacity having management
responsibility for two of Citibank's
business banking branches. During his
tenure at Citibank, Mr. Mitarotonda
became Regional Director of Citibank's
Home Equity Financing and Credit
Services. Mr. Mitarotonda began his
career in 1979 at Bloomingdale's as a
management trainee where he held
various retail management positions.
Mr. Mitarotonda was formerly a member
of the Alumni Advisory Council of New
York University's Stern School of
Business and is a member of the Gotham
Chapter of the Young President's
Organization, where he formerly served
on the Executive Committee and was
formerly Chairman of Membership and
Co-Chairman of Membership. Mr.
Mitarotonda also is a member of the
board of directors of The Friends of
Green Chimney. He graduated from New
York University's Leonard N. Stern
School of Business in 1979 with a
Master of Business Administration
degree and from Queens College in 1977
with a Bachelor of Arts degree with
honors in Economics.
16
The number of shares of the Company's common stock beneficially owned and
percentage beneficial ownership of each of the Barington Companies group
nominees as of the date of this Proxy Statement are as follows:
Barington Companies Number of Shares Percentage
group Nominee Beneficially Owned (1) (2) Ownership (3)
------------------------- -------------------------- -------------
William J. Fox 0 0%
James A. Mitarotonda 264,600 (4) .8%
Total 264,600 (4) .8%
--------------------
(1) Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Shares of common stock subject to stock options and
warrants currently exercisable or exercisable within 60 days are deemed
outstanding for purposes of computing the percentage ownership of any
group of which the holder is a member, but are not deemed outstanding
for computing the percentage ownership of any other person. Except as
indicated by footnote, and subject to community property laws where
applicable, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) Under the rules of the SEC, the Barington Companies group nominees may
be deemed to be members of a group and, as a result, each Barington
Companies group nominee may be deemed to beneficially own shares of
common stock beneficially owned by each of the other Barington
Companies group nominees. Each of the Barington Companies group
nominees disclaims beneficial ownership of the shares of common stock
beneficially owned by any of the other Barington Companies group
nominees.
(3) Calculated based on 33,590,100 shares of common stock outstanding as of
May 29,
17
2003 as reported in the Company's Schedule 14A filed with the SEC on
June 6, 2003.
(4) Consists of 264,600 shares of common stock owned by Barington Companies
Equity Partners, L.P. Mr. Mitarotonda is the Managing Member of the
general partner of Barington Companies Equity Partners, L.P. and has
sole voting power with respect to the 264,600 shares of common stock
owned by Barington Companies Equity Partners, L.P.
None of the Barington Companies group nominees is employed by the Company.
All of the Barington Companies group nominees are citizens of the United States.
Except as set forth in this Proxy Statement or in the Annexes hereto, none
of the Barington Companies group, any of the persons participating in this Proxy
Solicitation on behalf of the Barington Companies group, the Barington Companies
group nominees and, with respect to items (i), (vii) and (viii) of this
paragraph, to the best knowledge of the Barington Companies group, any associate
(within the meaning of Rule 14a-1 of the Securities Exchange Act of 1934) of the
foregoing persons (i) owns beneficially, directly or indirectly, any securities
of the Company, (ii) owns beneficially, directly or indirectly, any securities
of any parent or subsidiary of the Company, (iii) owns any securities of the
Company of record but not beneficially, (iv) has purchased or sold any
securities of the Company within the past two years, (v) has incurred
indebtedness for the purpose of acquiring or holding securities of the Company,
(vi) is or has within the past year been a party to any contract, arrangement or
understanding with respect to any securities of the Company, (vii) since the
beginning of the Company's last fiscal year has been indebted to the Company or
any of its subsidiaries in excess of $60,000 or (viii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Annexes hereto, none of the Barington Companies group, any of the persons
participating in this Proxy Solicitation on behalf of the Barington Companies
group, the Barington Companies group nominees and, to the best knowledge of the
Barington Companies group, any associates of the foregoing persons, has had or
is to have a direct or indirect material interest in any transaction or proposed
transaction with the Company in which the amount involved exceeds $60,000, since
the beginning of the Company's last fiscal year.
Except as set forth in this Proxy Statement or in the Annexes hereto, none
of the Barington Companies group nominees, since the beginning of the Company's
last fiscal year, has been affiliated with (i) any entity that made or received,
or during the Company's current fiscal year proposes to make or receive,
payments to or from the Company or its subsidiaries for property or services in
excess of five percent of either the Company's or such entity's consolidated
gross revenues for its last full fiscal year, or (ii) any entity to which the
Company or its subsidiaries was indebted at the end of the Company's last full
fiscal year in an aggregate amount exceeding five percent of the Company's total
consolidated assets at the end of such year. None of the Barington Companies
group nominees is or during the Company's last fiscal year has been affiliated
with any law or investment banking firm that has performed or proposes to
perform services for the Company.
18
None of the corporations or organizations in which the Barington Companies
group nominees have conducted their principal occupation or employment was a
parent, subsidiary or other affiliate of the Company, and the Barington
Companies group nominees do not hold any position or office with the Company or
have any family relationship with any executive officer or director of the
Company or have been involved in any proceedings, legal or otherwise, of the
type required to be disclosed by the rules governing this solicitation.
The Barington Companies group has orally agreed to indemnify each of the
Barington Companies group nominees against certain liabilities, including
liabilities under the federal securities laws, in connection with this Proxy
Solicitation and such person's involvement in the operation of the Company and
to reimburse such Barington Companies group nominee for his out-of-pocket
expenses.
AUDITORS
According to information contained in the Company's proxy statement, the
Company's board of directors has appointed Grant Thornton LLP as the independent
certified accountants to make an examination of the accounts of the Company for
the fiscal year ending February 28, 2004. Grant Thornton LLP served as the
Company's independent certified public accountants for the years ended March 1,
2003 and March 2, 2002. The Company has stated that a representative of Grant
Thornton LLP is expected to be present at the 2003 annual meeting to respond to
appropriate questions and to make a statement if that representative so desires.
The Company also has stated in its proxy statement that in the event the
stockholders fail to ratify the appointment, the Company's board of directors
will consider whether to retain Grant Thornton LLP and that even if the
selection is ratified by the Company's stockholders, the Company's board of
directors, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year if it determines that
such a change would be in the best interests of the Company and its
stockholders.
The Barington Companies group recommends that you vote for the
ratification of the appointment of Grant Thornton LLP as the Company's
independent certified public accountants for the fiscal year ending February 28,
2004. See Proposal No. 3 under "The Proposals."
SOLICITATION OF PROXIES
The Barington Companies group has retained D.F. King to act as an advisor
in connection with this Proxy Solicitation. In connection with its retention by
the Barington Companies group, D.F. King has agreed to provide consulting and
analytic services and solicitation services with respect to banks, brokers,
institutional investors and individual stockholders. The Barington Companies
group has agreed to pay D.F. King a fee for its services estimated to be not
more than $30,000 and to reimburse D.F. King for its reasonable out-of-pocket
expenses. The Barington Companies group has also agreed to indemnify D.F. King
against certain liabilities and expenses in connection with this Proxy
Solicitation, including liabilities under the federal securities laws.
Approximately 50 employees of D.F. King will engage in the solicitation. Proxies
may be solicited by mail, advertisement, telephone, facsimile or in person.
Solicitations may be made by persons employed by or affiliated with the members
19
of the Barington Companies group. However, no person will receive additional
compensation for such solicitation other than D.F. King.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the proxy materials to the beneficial owners of
shares of common stock for which they hold of record and the Barington Companies
group will reimburse them for their reasonable out-of-pocket expenses.
The expenses related directly to this proxy solicitation are expected to
aggregate approximately $250,000 and will be borne by the Barington Companies
group. These expenses include fees and expenses for attorneys, proxy solicitors,
printing, postage, filing expenses and other costs incidental to the
solicitation. Of this estimated amount, approximately $100,000 has been spent to
date. The actual costs and expenses could be materially different than the
estimated amounts and, in particular, could be substantially higher if for any
reason litigation is instituted in connection with the matters related to this
Proxy Statement.
The purpose of the proposals in this Proxy Statement is to advance the
interests of all the Company's stockholders. Therefore, the Barington Companies
group believes that its expenses related to this Proxy Solicitation should be
borne by the Company and it intends to seek reimbursement of such expenses from
the Company whether or not this Proxy Solicitation is successful. The question
of reimbursement of the expenses of the Barington Companies group by the Company
will not be submitted to a stockholder vote.
If you have any questions about this proxy solicitation or voting your
shares or require assistance, please contact:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Toll Free: (888) 869-7406
Banks and Brokers call collect: (212) 269-5550
OTHER MATTERS
This proxy solicitation is being made by the Barington Companies group and
not on behalf of the board of directors or management of the Company. The
Barington Companies group is not aware of any other matters to be brought before
the Company's 2003 annual meeting, except as set forth herein. Should other
matters be brought before the 2003 annual meeting, by having signed and returned
the enclosed GREEN proxy card, you will have authorized the persons named as
proxies in the enclosed GREEN proxy card to vote on all such matters in their
discretion.
The Company's proxy statement relating to the 2003 annual meeting contains
information regarding (1) securities ownership of certain beneficial owners and
management of the Company; (2) the committees of the board of directors; (3) the
meetings of the board of directors and all committees thereof; (4) the business
background and employment biographies
20
of the Company's nominees for election to the board of directors; (5) the
compensation and remuneration paid and payable to the Company's directors and
management; and (6) the Company's stock price performance in relation to an
assumed group of "peers" or market-based indices. The Company's stockholders are
referred to the Company's proxy statement in connection with the 2003 annual
meeting for this information.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
The Company's proxy statement with respect to the 2003 annual meeting
indicates that proposals of the Company's stockholders intended to be presented
at the Company's 2004 annual meeting must be received by the Company at its
office at 40 West 57th Street, New York, New York 10019, no later than February
6, 2004 in order for them to be considered for inclusion in the Company's proxy
statement and such proposals must comply with applicable SEC rules and
regulations. The Company's stockholders are hereby referred to the Company's
proxy statement in connection with the 2003 annual meeting for such information.
INFORMATION REGARDING THE COMPANY
The information concerning the Company contained in this Proxy Statement
has been taken from or is based upon documents and records on file with the SEC
and other publicly available information. The Barington Companies group has no
knowledge that would indicate that statements relating to the Company contained
in this Proxy Statement in reliance upon publicly available information are
inaccurate or incomplete. The Barington Companies group, however, has not been
given access to the books and records of the Company, was not involved in the
preparation of such information and statements, and is not in a position to
verify, or make any representation with respect to the accuracy or completeness
of, any such information or statements.
VOTING PROCEDURES
Who is entitled to vote?
If the Company's stock records show that you are a stockholder as of the
close of business on the record date for the 2003 annual meeting, you are
entitled to vote the shares of common stock that you held on such date. Even if
you sell your shares after the record date for the 2003 annual meeting, you will
retain the right to execute a proxy in connection with the 2003 annual meeting.
Each outstanding share of common stock entitles its holder to cast one vote for
each matter to be voted upon.
Can I attend the meeting?
All stockholders of record of the Company's common stock at the close of
business on May 29, 2003, the record date for the 2003 annual meeting, or their
designated proxies, are authorized to attend the 2003 annual meeting. If your
shares are held of record by a bank, broker or other nominee, you will need to
obtain a "legal proxy" form from your bank or broker if you
21
wish to vote at the 2003 annual meeting.
What constitutes a quorum? How will abstentions and broker non-votes be
counted?
The holders of a majority of the Company's common stock outstanding and
entitled to vote, present in person or represented by proxy, will constitute a
quorum at the 2003 annual meeting. Votes cast in person or by proxy at the 2003
annual meeting will be tabulated by the inspector of elections appointed for the
2003 annual meeting to determine whether or not a quorum is present. The
inspector of elections will treat abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum, but
abstentions will neither be counted as votes for, nor the withholding of
authority for, the election of directors, but will have the effect of a vote
against all other matters submitted to a vote of stockholders.
Shares held by nominees for beneficial owners will be counted for purposes
of determining whether a quorum is present if the nominee has the discretion to
vote on at least one of the matters presented at the 2003 annual meeting, even
if the nominee may not exercise discretionary voting power with respect to other
matters and voting instructions have not been received from the beneficial owner
(a "broker non-vote"). Broker non-votes will not be counted as votes for, nor
the withholding of authority for, the election of directors (Proposal Nos. 1 and
2), but will have the effect of a vote against all other matters submitted to a
vote of stockholders.
How do I vote?
Voting by proxy for holders of shares registered in the name of a
brokerage firm or bank. If your shares are held by a broker, bank or other
nominee (i.e., in "street name"), only your bank or broker can give a proxy with
respect to your shares. You should receive a proxy card from your bank or broker
which you must return in the envelope provided in order to have your shares
voted. If you have not received a proxy card from your bank or broker, you may
contact it directly to provide it with instructions on how you wish to vote. If
you need assistance in dealing with your bank or broker, please contact D.F.
King at (888) 869-7406 or collect at (212) 269-5550.
Voting by proxy for holders of shares registered directly in the name of
the stockholder. If you hold your shares in your own name as a holder of record,
you may vote your shares by marking, signing, dating and mailing the GREEN proxy
card in the postage-paid envelope that has been provided to you by the Barington
Companies group. To vote your shares in accordance with your instructions at the
2003 annual meeting, we must receive your proxy as soon as possible but, in any
event, prior to the 2003 annual meeting.
Vote in person. If you are a registered stockholder and attend the 2003
annual meeting you may deliver your completed GREEN proxy card in person.
"Street name" stockholders who wish to vote at the 2003 annual meeting will need
to obtain a "legal proxy" form from the broker, bank or other nominee that holds
their shares of record and must bring that document to the meeting in order to
vote in person at the 2003 annual meeting. If you need assistance, please
contact D.F. King at (888) 869-7406 or collect at (212) 269-5550.
22
What should I do if I receive a proxy card which is not GREEN?
If you submit a proxy to us by signing and returning the enclosed GREEN
proxy card, do NOT sign or return the proxy card or follow any voting
instructions provided by the Company's board of directors unless you intend to
change your vote, because only your latest-dated proxy will be counted.
Can I revoke my proxy instructions?
You may revoke your proxy at any time before it has been exercised by:
o submitting a written revocation with the Corporate Secretary of
the Company or D.F. King;
o submitting a duly executed proxy bearing a later date with the
Corporate Secretary of the Company or D.F. King; or
o appearing in person and voting by ballot at the 2003 annual
meeting as described above under "How do I vote? -- Vote in
Person."
Any stockholder of record as of the record date of the 2003 annual meeting
attending the 2003 annual meeting may vote in person whether or not a proxy has
been previously given, but the presence (without further action) of a
stockholder at the 2003 annual meeting will NOT constitute revocation of a
previously given proxy.
If you choose to revoke a proxy by giving written notice or a later-dated
proxy to the Corporate Secretary of the Company, although you are not legally
obligated to do so, we would appreciate if you would assist us in representing
the interests of stockholders on an informed basis by sending us a copy of your
revocation or proxy or by calling D.F. King, at (888) 869-7406 or collect at
(212) 269-5550. Remember, your latest-dated proxy is the only one that counts.
Will other matters be voted on at the annual meeting?
We are not now aware of any matters to be presented at the 2003 annual
meeting other than the election of directors, the ratification of the
appointment of the Company's independent auditors and our proposal. If any other
matters not described in the proxy statement are properly presented at the 2003
annual meeting, including matters incidental to the conduct of the 2003 annual
meeting, proxies will be voted in accordance with the best judgment of the proxy
holders.
If I plan to attend the annual meeting, should I still submit a proxy?
Whether you plan to attend the 2003 annual meeting or not, we urge you to
submit a proxy. Returning the enclosed GREEN proxy card will not affect your
right to attend the 2003 annual meeting.
23
How will my shares be voted?
If you give a proxy on the accompanying GREEN proxy card, your shares will
be voted as you direct. If you submit a proxy to us without instructions, our
representatives will vote your shares in favor of each of the proposals.
Submitting a GREEN proxy card will entitle our representatives to vote your
shares in accordance with their discretion on matters not described in this
Proxy Statement that may arise at the 2003 annual meeting, including matters
incident to the conduct of the 2003 annual meeting. Unless a proxy specifies
otherwise, it will be presumed to relate to all shares held of record on the
record date for the 2003 annual meeting by the person who submitted it.
How can I receive more information?
If you have any questions about giving your proxy or about our
solicitation, or if you require assistance, please call D.F. King at (888)
869-7406 or collect at (212) 269-5550.
--------------------------------------
Your vote is important. No matter how many or how few shares you own, please
vote (i) to elect the Barington Companies group nominees and (ii) to amend the
By-laws to authorize stockholders who own 10% or more of the Company's
outstanding common stock to call special meetings, by marking, signing, dating
and mailing the enclosed GREEN proxy card promptly.
THE BARINGTON COMPANIES GROUP
June 23, 2003
24
SCHEDULE I
Directors and Officers of Jewelcor Management, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director, Vice Vice President/Treasurer 100 North Wilkes Barre Blvd.
President/Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
25
SCHEDULE II
Directors and Officers of RCG Ambrose Master Fund, Ltd.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
CFS Company, Ltd., Nominee company P.O. Box 31106 SMB
Director Grand Cayman, Cayman Islands
Marran H. Ogilvie, General Counsel of Ramius 666 Third Avenue
Director Capital Group, LLC 26th Floor
New York, New York 10017
Andrew M. Strober, Chief Financial Officer of 666 Third Avenue
Director Ramius Capital Group, LLC 26th Floor
New York, New York 10017
CSS Corporation, Ltd., Secretary Nominee company 666 Third Avenue
26th Floor
New York, New York 10017
26
ANNEX A
TRANSACTIONS IN COMMON STOCK
The following table sets forth information with respect to all
purchases of common stock of the Company by the Barington Companies group during
the past two years. Except as set forth below, to the knowledge of the Barington
Companies group, no participant in this solicitation or Barington Companies
group nominee has purchased or sold securities of the Company within the past
two years.
Transaction Number of Price Per
Name Date Type Shares Share
------------------ ---------- ---------- --------- ---------
Barington Companies Equity Partners, L.P. 4/17/03 Purchase 1,725 $10.77*
Barington Companies Equity Partners, L.P. 4/21/03 Purchase 10,218 $10.852*
Barington Companies Equity Partners, L.P. 4/22/03 Purchase 11,250 $10.998*
Barington Companies Equity Partners, L.P. 4/23/03 Purchase 7,450 $11.046*
Barington Companies Equity Partners, L.P. 4/24/03 Purchase 12,449 $10.887*
Barington Companies Equity Partners, L.P. 4/25/03 Purchase 11,100 $10.773*
Barington Companies Equity Partners, L.P. 4/28/03 Purchase 2,100 $10.90*
Barington Companies Equity Partners, L.P. 4/30/03 Purchase 6,775 $11.343*
Barington Companies Equity Partners, L.P. 5/1/03 Purchase 21,675 $10.959*
Barington Companies Equity Partners, L.P. 5/2/03 Purchase 24,400 $10.88*
Barington Companies Equity Partners, L.P. 5/5/03 Purchase 30,000 $10.534*
Barington Companies Equity Partners, L.P. 5/6/03 Purchase 4,325 $10.138*
Barington Companies Equity Partners, L.P. 5/7/03 Purchase 5,575 $10.111*
Barington Companies Equity Partners, L.P. 5/8/03 Purchase 1,869 $10.213*
Barington Companies Equity Partners, L.P. 5/9/03 Purchase 6,525 $10.09*
Barington Companies Equity Partners, L.P. 5/14/03 Purchase 725 $10.269*
Barington Companies Equity Partners, L.P. 5/15/03 Purchase 2,000 $10.256*
Barington Companies Equity Partners, L.P. 5/16/03 Purchase 15,700 $10.092*
Barington Companies Equity Partners, L.P. 5/19/03 Purchase 1,900 $9.746*
Barington Companies Equity Partners, L.P. 5/20/03 Purchase 2,450 $9.961*
27
Barington Companies Equity Partners, L.P. 5/21/03 Purchase 1,337 $9.984*
Barington Companies Equity Partners, L.P. 5/22/03 Purchase 5,668 $9.918*
Barington Companies Equity Partners, L.P. 5/23/03 Purchase 6,150 $9.915*
Barington Companies Equity Partners, L.P. 5/27/03 Purchase 5,000 $10.032*
Barington Companies Equity Partners, L.P. 5/28/03 Purchase 2,000 $10.14*
Barington Companies Equity Partners, L.P. 5/29/03 Purchase 4,500 $10.133*
Barington Companies Equity Partners, L.P. 5/30/03 Purchase 24,247 $10.298*
Barington Companies Equity Partners, L.P. 6/2/03 Purchase 3,750 $10.546*
Barington Companies Equity Partners, L.P. 6/3/03 Purchase 6,450 $10.593*
Barington Companies Equity Partners, L.P. 6/4/03 Purchase 4,734 $10.762*
Barington Companies Equity Partners, L.P. 6/6/03 Purchase 5,000 $10.349*
Barington Companies Equity Partners, L.P. 6/9/03 Purchase 3,450 $10.564*
Barington Companies Equity Partners, L.P. 6/10/03 Purchase 6,150 $10.582*
Jewelcor Management, Inc. 4/17/03 Purchase 1,725 $10.77*
Jewelcor Management, Inc. 4/21/03 Purchase 10,218 $10.852*
Jewelcor Management, Inc. 4/22/03 Purchase 11,250 $10.998*
Jewelcor Management, Inc. 4/23/03 Purchase 7,450 $11.046*
Jewelcor Management, Inc. 4/24/03 Purchase 12,449 $10.887*
Jewelcor Management, Inc. 4/25/03 Purchase 11,100 $10.773*
Jewelcor Management, Inc. 4/28/03 Purchase 2,100 $10.90*
Jewelcor Management, Inc. 4/29/03 Purchase 5,952 $11.155*
Jewelcor Management, Inc. 4/30/03 Purchase 6,775 $11.343*
Jewelcor Management, Inc. 5/1/03 Purchase 21,675 $10.959*
Jewelcor Management, Inc. 5/5/03 Purchase 30,000 $10.534*
Jewelcor Management, Inc. 5/6/03 Purchase 4,325 $10.138*
Jewelcor Management, Inc. 5/7/03 Purchase 5,575 $10.111*
Jewelcor Management, Inc. 5/8/03 Purchase 1,870 $10.213*
Jewelcor Management, Inc. 5/9/03 Purchase 6,525 $10.09*
Jewelcor Management, Inc. 5/14/03 Purchase 725 $10.269*
Jewelcor Management, Inc. 5/15/03 Purchase 2,000 $10.256*
28
Jewelcor Management, Inc. 5/16/03 Purchase 15,700 $10.092*
Jewelcor Management, Inc. 5/19/03 Purchase 1,900 $9.746*
Jewelcor Management, Inc. 5/20/03 Purchase 2,450 $9.961*
Jewelcor Management, Inc. 5/21/03 Purchase 1,336 $9.984*
Jewelcor Management, Inc. 5/22/03 Purchase 5,669 $9.918*
Jewelcor Management, Inc. 5/23/03 Purchase 6,150 $9.915*
Jewelcor Management, Inc. 5/27/03 Purchase 5,000 $10.032*
Jewelcor Management, Inc. 5/28/03 Purchase 2,000 $10.14*
Jewelcor Management, Inc. 5/29/03 Purchase 4,500 $10.133*
Jewelcor Management, Inc. 5/30/03 Purchase 24,247 $10.298*
Jewelcor Management, Inc. 6/2/03 Purchase 3,750 $10.546*
Jewelcor Management, Inc. 6/3/03 Purchase 6,450 $10.593*
Jewelcor Management, Inc. 6/4/03 Purchase 4,734 $10.762*
Jewelcor Management, Inc. 6/6/03 Purchase 5,000 $10.349*
Jewelcor Management, Inc. 6/9/03 Purchase 3,450 $10.564*
Jewelcor Management, Inc. 6/10/03 Purchase 6,150 $10.582*
Ramius Securities, LLC 4/17/03 Purchase 1,725 $10.77*
Ramius Securities, LLC 4/21/03 Purchase 10,218 $10.852*
Ramius Securities, LLC 4/22/03 Purchase 11,250 $10.998*
Ramius Securities, LLC 4/23/03 Purchase 7,450 $11.046*
Ramius Securities, LLC 4/24/03 Purchase 12,449 $10.887*
Ramius Securities, LLC 4/25/03 Purchase 11,100 $10.773*
Ramius Securities, LLC 4/28/03 Purchase 2,100 $10.90*
Ramius Securities, LLC 4/29/03 Purchase 5,951 $11.155*
Ramius Securities, LLC 4/30/03 Purchase 6,775 $11.343*
Ramius Securities, LLC 5/1/03 Purchase 21,675 $10.959*
Ramius Securities, LLC 5/5/03 Purchase 30,000 $10.534*
Ramius Securities, LLC 5/6/03 Purchase 4,325 $10.138*
Ramius Securities, LLC 5/7/03 Purchase 5,575 $10.111*
Ramius Securities, LLC 5/8/03 Purchase 1,869 $10.213*
29
Ramius Securities, LLC 5/9/03 Purchase 6,525 $10.09*
Ramius Securities, LLC 5/14/03 Purchase 725 $10.269*
Ramius Securities, LLC 5/15/03 Purchase 2,000 $10.256*
Ramius Securities, LLC 5/16/03 Purchase 15,700 $10.092*
Ramius Securities, LLC 5/19/03 Purchase 1,900 $9.746*
Ramius Securities, LLC 5/20/03 Purchase 2,450 $9.961*
Ramius Securities, LLC 5/21/03 Purchase 1,338 $9.984*
Ramius Securities, LLC 5/22/03 Purchase 5,668 $9.918*
Ramius Securities, LLC 5/23/03 Purchase 6,150 $9.915*
Ramius Securities, LLC 5/27/03 Purchase 5,000 $10.032*
Ramius Securities, LLC 5/28/03 Purchase 2,000 $10.14*
Ramius Securities, LLC 5/29/03 Purchase 4,500 $10.133*
Ramius Securities, LLC 5/30/03 Purchase 24,247 $10.298*
Ramius Securities, LLC 6/2/03 Purchase 3,750 $10.546*
Ramius Securities, LLC 6/3/03 Purchase 6,450 $10.593*
Ramius Securities, LLC 6/3/03 Purchase 4,734 $10.762*
Ramius Securities, LLC 6/6/03 Purchase 5,000 $10.349*
Ramius Securities, LLC 6/9/03 Purchase 3,450 $10.564*
Ramius Securities, LLC 6/10/03 Purchase 6,150 $10.582*
RCG Ambrose Master Fund, Ltd. 4/17/03 Purchase 1,725 $10.77*
RCG Ambrose Master Fund, Ltd. 4/21/03 Purchase 10,217 $10.852*
RCG Ambrose Master Fund, Ltd. 4/22/03 Purchase 11,250 $10.998*
RCG Ambrose Master Fund, Ltd. 4/23/03 Purchase 7,450 $11.046*
RCG Ambrose Master Fund, Ltd. 4/24/03 Purchase 12,450 $10.887*
RCG Ambrose Master Fund, Ltd. 4/25/03 Purchase 11,100 $10.773*
RCG Ambrose Master Fund, Ltd. 4/28/03 Purchase 2,100 $10.90*
RCG Ambrose Master Fund, Ltd. 4/29/03 Purchase 5,951 $11.155*
RCG Ambrose Master Fund, Ltd. 4/30/03 Purchase 6,775 $11.343*
RCG Ambrose Master Fund, Ltd. 5/1/03 Purchase 21,675 $10.959*
RCG Ambrose Master Fund, Ltd. 5/5/03 Purchase 30,000 $10.534*
30
RCG Ambrose Master Fund, Ltd. 5/6/03 Purchase 4,325 $10.138*
RCG Ambrose Master Fund, Ltd. 5/7/03 Purchase 5,575 $10.111*
RCG Ambrose Master Fund, Ltd. 5/8/03 Purchase 1,869 $10.213*
RCG Ambrose Master Fund, Ltd. 5/9/03 Purchase 6,525 $10.09*
RCG Ambrose Master Fund, Ltd. 5/14/03 Purchase 725 $10.269*
RCG Ambrose Master Fund, Ltd. 5/15/03 Purchase 2,000 $10.256*
RCG Ambrose Master Fund, Ltd. 5/16/03 Purchase 15,700 $10.092*
RCG Ambrose Master Fund, Ltd. 5/19/03 Purchase 1,900 $9.746*
RCG Ambrose Master Fund, Ltd. 5/20/03 Purchase 2,450 $9.961*
RCG Ambrose Master Fund, Ltd. 5/21/03 Purchase 1,338 $9.984*
RCG Ambrose Master Fund, Ltd. 5/22/03 Purchase 5,668 $9.918*
RCG Ambrose Master Fund, Ltd. 5/23/03 Purchase 6,150 $9.915*
RCG Ambrose Master Fund, Ltd. 5/27/03 Purchase 5,000 $10.032*
RCG Ambrose Master Fund, Ltd. 5/28/03 Purchase 2,000 $10.14*
RCG Ambrose Master Fund, Ltd. 5/29/03 Purchase 4,500 $10.133*
RCG Ambrose Master Fund, Ltd. 5/30/03 Purchase 24,247 $10.298*
RCG Ambrose Master Fund, Ltd. 6/2/03 Purchase 3,750 $10.546*
RCG Ambrose Master Fund, Ltd. 6/3/03 Purchase 6,450 $10.593*
RCG Ambrose Master Fund, Ltd. 6/3/03 Purchase 4,734 $10.762*
RCG Ambrose Master Fund, Ltd. 6/6/03 Purchase 5,000 $10.349*
RCG Ambrose Master Fund, Ltd. 6/9/03 Purchase 3,450 $10.564*
RCG Ambrose Master Fund, Ltd. 6/10/03 Purchase 6,150 $10.582
* Excludes commissions and execution related costs
31
ANNEX B
OWNERSHIP OF COMMON STOCK
Each share of common stock is entitled to one vote on each of the
proposals and the common stock is the only class of securities of the Company
entitled to vote on the proposals. According to the Company's Schedule 14A filed
with the SEC on June 6, 2003, as of May 29, 2003 there were 33,590,100 shares of
common stock outstanding.
The following table sets forth the share ownership of all persons who, to
the knowledge of the Barington Companies group, beneficially own more than 5% of
the outstanding shares of common stock as of the date of this Proxy Statement.
The information with respect to each stockholder, except as otherwise indicated,
is derived from the proxy materials filed by the Company with the SEC on June 6,
2003.
Number of Shares Percentage
Stockholder Beneficially Owned (1) Ownership
----------------------------- --------------------- ------------
David Chu (2) 1,795,392 5.1 %
Royce & Associates, Inc. (3) 2,931,000 8.7 %
FMR Corp. and related 3,580,000 10.7 %
parties (4)
Harvey Sanders (5) 4,698,440 13.5 %
----------------------
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Shares of common stock subject to stock options and warrants
currently exercisable or exercisable within 60 days are deemed outstanding
for purposes of computing the percentage ownership of the person holding
the options and the percentage ownership of any group of which the holder
is a member, but are not deemed outstanding for computing the percentage
ownership of any other person. Subject to community property laws where
applicable, to the knowledge of the Barington Companies group, the persons
named in the table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them.
(2) Includes 1,358,940 shares which may be acquired pursuant to existing stock
options which are exercisable on or before July 22, 2003.
(3) The address of Royce & Associates, Inc. is 1414 Avenue of the Americas,
New York, New York 10019.
32
(4) In addition to FMR Corp., related parties are Fidelity Low Priced Stock
Fund, Fidelity Management and Research Company, Edward C. Johnson 3rd and
Abigail P. Johnson. The address of FMR Corp. is 82 Devonshire Street,
Boston, Massachusetts 02109.
(5) Includes 1,294,500 shares which may be acquired pursuant to existing stock
options which are exercisable on or before July 22, 2003 and 1,200,000
shares owned by the Harvey Sanders Grantor Retained Income Trust. Such
trust has sole voting and investment power with respect to such shares.
33
ANNEX C
FORM OF PROXY SOLICITED ON BEHALF OF
THE BARINGTON COMPANIES GROUP
The undersigned stockholder of Nautica Enterprises, Inc., a Delaware
corporation (the "Company"), on May 29, 2003 (the "record date"), hereby
appoints James A. Mitarotonda or William J. Fox or either of them, each with
full power of substitution to act as proxies for the undersigned, and to vote
all shares of common stock, par value $.10 per share, of the Company, which the
undersigned would be entitled to vote if personally present at the 2003 Annual
Meeting of Stockholders of the Company to be held on July 8, 2003, and at any
and all postponements and adjournments thereof as indicated on this proxy.
IF YOU SIGN, DATE AND RETURN THIS CARD WITHOUT INDICATING YOUR VOTE ON ONE
OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE VOTED IN FAVOR OF
EACH OF THE PROPOSALS. IF YOU VOTE OR ABSTAIN WITH RESPECT TO ONE OR MORE OF THE
FOLLOWING PROPOSALS, THIS PROXY CARD WILL REVOKE ANY PREVIOUSLY EXECUTED
REVOCATION OF PROXY WITH RESPECT TO SUCH PROPOSALS.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BARINGTON COMPANIES GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE
IN FAVOR OF EACH OF THE PROPOSALS.
Proposal No. 1 -- Election of William J. Fox and James A. Mitarotonda
as Directors
FOR [ ] AGAINST [ ] ABSTAINS [ ]
(Instruction: If you wish to vote for the election of certain of the
nominees, but not all of them, check the "FOR" box above and write the name of
each such person you do not wish elected in the following
space:________________________________________. If no box is marked above with
respect to this Proposal, the undersigned will be deemed to vote for such
Proposal, except that the undersigned will not be deemed to vote for the
election of any candidate whose name is written in the space provided above.)
34
Proposal No. 2 -- Election of Certain Company Nominees as Directors
The Company is nominating eight people to serve as directors. The
Barington Companies group intends to use this proxy to vote FOR six of the
individuals nominated by the Company and not for the other two nominees of the
Company whose names are listed below. You may withhold authority to vote for one
or more of the six nominees of the Company not listed on this proxy by writing
the name of such nominee below. You should refer to the Company's definitive
proxy statement in connection with the 2003 annual meeting for the names,
backgrounds, qualifications and other information concerning the Company's
nominees. There is no assurance that any of the Company's nominees will serve as
directors if any of the Barington Companies group nominees are elected to the
Company's board of directors.
The Company nominees with respect to whom the Barington Companies group is
NOT seeking authority to vote for and WILL NOT exercise any such authority are:
Charles H. Scherer and John Varvatos
In order to withhold authority to vote for the election of a Company
nominee whose name is not listed above, write such nominee's name on the line
provided below:
--------------------------------------------------------------------------------
Proposal No. 3 - Ratification of Appointment of Grant Thornton LLP as
Independent Certified Public Accountants for the Company
FOR [ ] AGAINST [ ] ABSTAINS [ ]
Proposal No. 4 - Authorize Stockholders Holding 10% or More of Common
Stock to Call Special Meetings
FOR [ ] AGAINST [ ] ABSTAINS [ ]
35
And in the discretion of the proxies appointed hereunder, on such other
business as may properly come before the meeting.
Dated:
---------------------------
---------------------------
Signature:
---------------------------
Signature (if held jointly):
---------------------------
Title or Authority
Please sign exactly as name appears hereon. If shares are registered in more
than one name, the signature of all such persons should be provided. A
corporation should sign in its full corporate name by a duly authorized officer,
stating his or her title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by an authorized person. The
proxy card votes all shares in all capacities.
PLEASE MARK, SIGN AND DATE THIS PROXY BEFORE MAILING THE PROXY IN THE ENCLOSED
ENVELOPE.
If you have any questions or need assistance in voting your shares,
please contact D.F. King & Co., Inc. toll-free at 1-888-869-7406 or if you
are a bank or broker please call collect at 1-212-269-5550.
36