SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Supplement to Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
NAUTICA ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NAUTICA ENTERPRISES, INC.
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
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FIRST SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 8, 2003
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The following information supplements and amends the Proxy Statement, dated
June 6, 2003 (the "Proxy Statement"), of Nautica Enterprises, Inc. (the
"Company") furnished to stockholders in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of the Company for use
at the 2003 Annual Meeting of Stockholders, which is scheduled to be held on
Tuesday, July 8, 2003, at 10:00 a.m. local time at 40 West 57th Street, 7th
Floor, New York, New York 10019, and at any adjournments or postponements
thereof (the "2003 Annual Meeting"). This Supplement, which should be read in
conjunction with the Proxy Statement, is first being furnished to stockholders
of the Company on or about June 16, 2003.
Only holders of record of shares of common stock of the Company at the
close of business on May 29, 2003 are entitled to receive notice of and to vote
at the 2003 Annual Meeting.
You are being asked to elect eight Directors and to ratify the appointment
of the Company's independent certified public accountants at the 2003 Annual
Meeting. TIME IS SHORT! THE 2003 ANNUAL MEETING IS FAST APPROACHING. Please
sign, date and return the enclosed duplicate WHITE proxy card in the provided
postage-paid envelope. If you have any questions or need help voting your proxy,
please call MacKenzie Partners, Inc., our proxy solicitor, at (800) 322-2885
toll-free or collect at (212) 929-5500.
Since we mailed our original Proxy Statement and related material to you,
the Barington Group, a Wall Street hedge fund and certain affiliates (as defined
below), disclosed through the filing of a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") their intention to seek to elect
three of their nominees to the Company's Board and to change a portion of the
Company's by-laws at the 2003 Annual Meeting. The three nominees that the
Barington Group are seeking to place on the Board are referred to herein as the
"Barington Nominees."
The Barington Group seeks to unseat Charles H. Scherer, a Director of the
Company since 1994 and a managing partner of Hughes Hubbard & Reed LLP, an
international law firm, Steven H. Tishman, a Managing Director of Rothschild
Inc. and a Director since 2001 and John Varvatos of the John Varvatos Company
and a Director since 2000 with nominees who are, in our opinion, simply less
qualified than our nominees.
The Barington Group consists of the following stockholders: Barington
Companies Equity Partners, L.P., Jewelcor Management, Inc., RCG Ambrose Master
Fund, Ltd. and Ramius Securities, LLC (together, the "Barington Group").
THE BOARD RECOMMENDS THAT STOCKHOLDERS REJECT THE BARINGTON GROUP'S PROXY
SOLICITATION, THE BARINGTON NOMINEES AND THE OTHER BARINGTON PROPOSALS. THE
BOARD URGES STOCKHOLDERS TO VOTE FOR THE ELECTION OF THE BOARD'S NOMINEES NAMED
IN NAUTICA'S PROXY STATEMENT.
YOU CAN VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET OR BY SIGNING AND
DATING THE ENCLOSED WHITE PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID RETURN
ENVELOPE. IF YOU PREVIOUSLY VOTED ON THE BARINGTON GROUP'S PROXY CARD, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE. YOUR LATER DATED WHITE PROXY CARD WILL REVOKE
ANY PRIOR PROXY. IT IS YOUR LATEST DATED PROXY THAT COUNTS.
ADDITIONAL INFORMATION
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the SEC, members of the Board and certain
officers and employees of the Company may be deemed to be "participants" with
respect to the Company's solicitation of proxies in connection with the 2003
Annual Meeting. Certain information concerning participants is set forth in the
Proxy Statement, this Supplement and in Annex A hereto. Copies of the Company's
filings with the SEC, including the Proxy Statement, are available free of
charge through the investor relations section of the Company's website at
WWW.NAUTICA.COM. The Company's filings are available on the same day they are
electronically filed with the SEC.
NOMINATING COMMITTEE
The Nominating Committee of the Board of Directors held one meeting during
fiscal year 2003.
METHOD AND COST OF PROXY SOLICITATION
As a result of the proxy contest initiated by the Barington Group, the
Company will incur substantial additional costs in connection with its
solicitation of proxies. The Company has retained MacKenzie Partners, Inc.
("MacKenzie") to assist in the solicitation of proxies for a minimum fee of
$50,000 and a maximum fee of $125,000. MacKenzie will employ approximately 50
people to solicit proxies from the Company's stockholders. The Company has
agreed to indemnify MacKenzie against certain liabilities arising out of or in
connection with MacKenzie's engagement.
Expenses related to the solicitation of proxies from stockholders, in
excess of those normally spent for an annual meeting, are expected to aggregate
up to approximately $1 Million, of which approximately $200,000 has been spent
to date.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Supplement and other written or oral
statements made by or on behalf of the Company may contain "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These statements are based on the Company's current expectations of future
events and are subject to a number of risks and uncertainties that may cause the
Company's actual results to differ materially from those described in the
forward-looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. These
factors and uncertainties include, among others: the risk that new businesses of
the Company will not be integrated successfully; the risk that the Company will
experience operational difficulties with its distribution facility; the overall
level of consumer spending on apparel; dependence on sales to a limited number
of large department store customers; risks related to extending credit to
customers; actions of existing or new competitors and changes in economic,
political or health conditions in the markets where the Company sells or sources
its products, including with respect to SARS; downturn or generally reduced
shopping activity caused by public safety concerns; risks associated with
consolidations, restructurings and other ownership changes in the retail
industry; changes in trends in the market segments in which the Company
competes; risks associated with uncertainty relating to the Company's ability to
launch, support and implement new product lines; effects of competition; changes
in the costs of raw materials, labor and advertising; the ability to secure and
protect trademarks and other intellectual property rights; risks associated with
the relocation of Earl Jean, Inc.; the risk that the cost of transitioning the
Nautica Europe business to licensing or other key arrangements will be more than
anticipated or that the Company will not be able to negotiate acceptable terms;
and, the impact that any labor disruption at the Company's ports of entry could
have on timely product deliveries. These and other risks and uncertainties are
disclosed from time to time in the Company's filings with the Securities and
Exchange Commission, including the "Forward-Looking and Cautionary Statements"
section of the Company's Annual Report on Form 10-K for the fiscal year ended
March 1, 2003, in the Company's press releases and in oral statements made by or
with the approval of authorized personnel. The Company assumes no obligation to
update any forward-looking statements as a result of new information or future
events or developments.
ANNEX A
INFORMATION CONCERNING PARTICIPANTS IN
THE SOLICITATION OF PROXIES
BY NAUTICA ENTERPRISES, INC.
Under applicable SEC regulations, each member of the Board and certain
officers and employees of the Company may be deemed a "participant" in the
solicitation of proxies for the 2003 Annual Meeting. The following sets forth
the name and the present principal occupation or employment, and the name and
principal business address of any corporation or other organization in which
such employment is carried on, of the persons who may be deemed participants.
Unless otherwise indicated, the principal occupation refers to such person's
position with the Company.
DIRECTOR NOMINEES
The following table sets forth the name, principal occupation and principal
business address of each of the director nominees:
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
Robert B. Bank President Robert B. Bank Advisory Services
Robert B. Bank Advisory 11329 John Carroll Rd.
Services Owings Mills, Maryland 21117
David Chu Vice Chairman Nautica Enterprises Inc.
40 West 57th Street
New York, New York 10019
Israel Rosenzweig Senior Vice President, 60 Cuttermill Rd.
Georgetown Partners, Inc. Great Neck, New York 11021
General Partner,
Gould Investors L.P.
Harvey Sanders Chairman of the Board, Nautica Enterprises Inc.
President and Chief 40 West 57th Street
Executive Officer New York, New York 10019
Charles H. Scherer Managing Partner, Hughes Hubbard & Reed LLP
Hughes Hubbard & Reed LLP One Battery Park Plaza
New York, New York 10004
Steven H. Tishman Managing Director, Rothschild Inc.
Rothschild Inc. 1251 Avenue of the Americas
51st Floor
New York, New York 10020
John Varvatos President, Nautica Enterprises Inc.
John Varvatos Company 40 West 57th Street
New York, New York 10019
Ronald G. Weiner President, One Dag Hammarskjold Plaza,
Perelson Weiner LLP 42nd Floor
New York, New York 10017
PARTICIPANT EMPLOYEES
The principal occupations of each of the Company's regular employees who
are deemed participants are set forth below:
NAME PRINCIPAL OCCUPATION
Tony Filoso Director of Financial Reporting
Shannon Froehlich Vice President - Corporate Investor Relations
Lainie Goldstein Vice President of Finance and Business
Development
Wayne A. Marino (1) Senior Vice President and Chief Financial
Officer
Bonnie Takhar President of Earl Jean, Inc.
(1) Wayne A. Marino, age 42, has been Senior Vice President and Chief
Financial Officer of the Company since April 2000. From April 1998 to
April 2000, he was the Chief Financial Officer of Hartstrings, Inc., a
privately-held company that designs, manufactures and distributes
children's apparel. During his employment at Hartstrings, Inc., Mr.
Marino was responsible for all financial and operational areas within
the company.
INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS
The following table sets forth the beneficial ownership of securities of
the Company as of May 29, 2003 by certain participants in this solicitation.
Unless otherwise indicated, all of such interests are owned directly. In each
case, the amount of such ownership by such participant is less than 1% of the
Company's common stock. Unless otherwise indicated, the business address of each
participant is Nautica Enterprises, Inc., 40 West 57th Street, New York, New
York 10019.
NAME AND ADDRESS NUMBER OF SHARES OF COMMON
OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED
Tony Filoso 1,000
Shannon Froehlich 0
Lainie Goldstein 22,800
Wayne A. Marino 22,000
Bonnie Takhar 2,000
INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales of the Company's
securities by the participants listed below since June 13, 2001.
NUMBER OF SHARES OF COMMON STOCK
OR OPTIONS TO PURCHASE SHARES OF
COMMON STOCK ACQUIRED OR
NAME DATE (DISPOSED OF)
Harvey Sanders 04/29/02 337,500
04/30/02 (13,300)
05/01/02 (26,700)
05/02/02 (12,000)
05/03/02 (17,000)
05/06/02 (1,000)
Charles H. Scherer 05/30/01 3,000
(3,000)
06/06/01 6,000
(6,000)
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Annex A, the Proxy Statement or the Supplement,
neither any participant nor any of their respective associates (together, the
"Participant Associates") is either a party to any transaction or series of
transactions since March 2, 2002, or has knowledge of any currently proposed
transaction or series of proposed transactions, (i) to which the Company or any
of its subsidiaries was or is to be a party, (ii) in which the amount involved
exceeds $60,000, and (iii) in which any participant or Participant Associate
had, or will have, a direct or indirect material interest. Furthermore, except
as described in this Annex A, the Proxy Statement or the Supplement, (i) no
participant or Participant Associate directly or indirectly beneficially owns
any securities of the Company or any securities of any subsidiary of the
Company, and (ii) no participant owns any securities of the Company of record
but not beneficially.
Except as described in this Annex A, the Proxy Statement or the Supplement,
no participant or Participant Associate has entered into any agreement or
understanding with any person respecting any future employment by the Company or
any of its affiliates or any future transactions to which the Company or any of
its affiliates will or may be a party. Except as described in this Annex A, the
Proxy Statement or the Supplement, there are no contracts, arrangements or
understandings by any participant within the past year with any person with
respect to any securities of the Company.
IMPORTANT
PLEASE RETURN YOUR WHITE PROXY CARD AND DO NOT RETURN ANY OF THE BARINGTON
GROUP'S PROXY CARDS, EVEN AS A PROTEST VOTE AGAINST THEM. ONLY YOUR LATEST
DATED, SIGNED PROXY CARD WILL BE COUNTED, AND ANY BARINGTON PROXY YOU SIGN FOR
ANY REASON COULD INVALIDATE PREVIOUS WHITE PROXY CARDS SENT BY YOU TO SUPPORT
NAUTICA'S BOARD OF DIRECTORS.
Your vote is important. Please take a moment to vote by telephone, via the
internet or SIGN, DATE and promptly MAIL your WHITE proxy card in the
postage-paid envelope provided. If your shares are held in the name of a
brokerage firm, bank nominee or other institution, please sign, date and mail
the enclosed WHITE instruction card in the postage-paid envelope provided. If
you have any questions or need assistance in voting your shares, please call:
MACKENZIE PARTNERS, INC
105 Madison Avenue - 14th Floor
New York, NY 10016
TOLL FREE: (800) 322-2885
BANKS & BROKERS CALL COLLECT: (212) 929-5500
PROXY PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
NAUTICA ENTERPRISES, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS, JULY 8, 2003
The undersigned hereby appoints Harvey Sanders and Wayne A. Marino, and
each of them, as proxies and attorneys-in-fact of the undersigned, with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of Nautica
Enterprises, Inc. held of record by the undersigned on May 29, 2003 at the
Annual Meeting of Stockholders to be held on July 8, 2003 or any adjournment or
postponement thereof.
(Continued and to be signed on reverse side.)
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ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
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FOLD AND DETACH HERE
YOU CAN NOW ACCESS YOUR NAUTICA ENTERPRISES, INC. ACCOUNT ONLINE.
Access your Nautica Enterprises, Inc. stockholder account online via Investor
ServiceDirect(SM) (ISD).
Mellon Investor Services LLC, agent for Nautica Enterprises, Inc., now makes it
easy and convenient to get current information on your stockholder account.
After a simple, and secure process of establishing a Personal Identification
Number (PIN), you are ready to log in and access your account to:
- View account status - Make address changes
- View certificate history - Establish/change your PIN
VISIT US ON THE WEB AT HTTP://WWW.MELLONINVESTOR.COM
AND FOLLOW THE INSTRUCTIONS SHOWN ON THIS PAGE.
STEP 1: FIRST TIME USERS - ESTABLISH A PIN
You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) or Investor ID
available to establish a PIN.
THE CONFIDENTIALITY OF YOUR PERSONAL INFORMATION IS PROTECTED USING SECURE
SOCKET LAYER (SSL) TECHNOLOGY.
- SSN or Investor ID
- PIN
- Then click on the Establish PIN button
Please be sure to remember your PIN, or maintain it in a secure place for future
reference.
STEP 2: LOG IN FOR ACCOUNT ACCESS
You are now ready to log in. To access your account please enter your:
- SSN or Investor ID
- PIN
- Then click on the Submit button
If you have more than one account, you will now be asked to select the
appropriate account.
STEP 3: ACCOUNT STATUS SCREEN
You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.
- Certificate History
- Issue Certificate
- Address Change
FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN
9AM-7PM MONDAY-FRIDAY EASTERN TIME
Please Mark Here for Address Change or Comments | |
SEE REVERSE SIDE
For Withhold
All All
1. Election of Directors | | | |
Nominees:
01 Robert B. Bank 02 David Chu
03 Israel Rosenzweig 04 Harvey Sanders
05 Charles H. Scherer 06 Steven H. Tishman
07 John Varvatos 08 Ronald G. Weiner
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the blank space below.
For Against Abstain
2. Ratification of the appointment of | | | | | |
Grant Thornton LLP as independent
certified public accountants for
the Company.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS "1" AND "2".
Signature Signature Date
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PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL NAME AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
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FOLD AND DETACH HERE
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 11PM EASTERN
TIME THE DAY PRIOR TO ANNUAL MEETING DAY.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED,
SIGNED AND RETURNED YOUR PROXY CARD.
INTERNET
HTTP://WWW.EPROXY.COM/NAUT
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
OR
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
OR
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY CARD.
PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 11:00 PM
EASTERN TIME, ON JULY 7, 2003.
END OF FILING