SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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[X] 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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On July 2, 2003, the Barington Companies group issued the following press
release:
Institutional Shareholder Services Recommends Election of Barington Companies
Group Nominees
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ISS States Nautica Needs to Address Core Issues to Maximize Shareholder Value
New York, NY (PR Newswire) - July 3, 2003 -- The Barington Companies group
announced today that Institutional Shareholder Services, ISS, the world's
leading proxy voting advisory service, has recommended its clients vote for the
two director nominees of the Barington Companies group at the upcoming 2003
annual meeting of stockholders of Nautica Enterprises, Inc. (NASDAQ: NAUT). The
nominees proposed by Barington Companies group are William J. Fox and James A.
Mitarotonda. The meeting is scheduled for July 8, 2003 at 10:00 a.m. Eastern
time. ISS also recommends its clients vote for the proposal put forward by the
Barington Companies group authorizing stockholders holding 10% or more of
Nautica's common stock to call a special meeting of stockholders.
Institutional Shareholder Services provides proxy advisory services to
institutional investors, mutual funds and other fiduciaries, and its opinions
are highly regarded by the investment community.
After noting that Nautica's board of directors needs to address core operational
issues in order to maximize value for shareholders, ISS stated, "[B]oth of
Barington's nominees are seasoned board veterans. We believe that as independent
outsiders, they would provide checks and balances on the board, challenge the
other board members to add value to the company and represent the interests of
all of Nautica's shareholders."
In addition, ISS also agreed with the Barington Companies group's assessment of
the Company's nominees, noting, "[W]e do not believe that Messrs. Varvatos and
Scherer offer the best outlook for Nautica shareholders. Mr. Varvatos has been
unable to fulfill his obligations as a member of the board due to company
commitments overseas and Mr. Scherer lacks the retailing, strategic, and
financial experience that we believe the board needs to create value for
shareholders."
ISS concluded, "[W]e believe that the operational and value-added experience
possessed by Barington's nominees are most suited to the company's immediate
needs. Furthermore, we believe that Barington's nominees provide added diversity
of viewpoints which would ensure that the interests of all shareholders are
represented in the event of a sale or merger involving the company."
James A. Mitarotonda, President and Chief Executive Officer of the general
partner of Barington Companies Equity Partners, L.P., a member of the Barington
Companies group, and one of its board nominees, remarked, "We are gratified that
an independent and experienced advisor such as ISS has recommended that Nautica
shareholders vote to support our two nominees, as well as
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our proposal to improve Nautica's corporate governance. We believe that our
board nominees have solid credentials and a strong track record of adding value,
notwithstanding Nautica's self-serving statements to the contrary. If elected,
we look forward to working constructively with Nautica's other board members to
help the Company address its operational, strategic and financial issues. As
independent members of Nautica's board, we intend to represent the interest of
all Nautica stockholders and focus our efforts on maximizing shareholder value,
the driving tenet of the Barington Companies group's investing philosophy."
The Barington Companies group urges stockholders to support its nominees and
proposals at the 2003 annual meeting by immediately returning the Barington
Companies group GREEN proxy. Questions regarding voting of proxies or requests
for assistance should be directed to D.F. King & Co., Inc. at 1-888-869-7406.
Information Regarding the Barington Companies Group
Barington Companies Equity Partners, L.P. and certain other parties own an
aggregate of approximately 3.1% of the total number of shares of Nautica common
stock currently outstanding. Such owners of Nautica common stock are Jewelcor
Management, Inc., RCG Ambrose Master Fund, Ltd. and Ramius Securities, LLC.
Barington Companies Equity Partners, L.P. is a Delaware limited partnership
formed to engage in the business of maximizing shareholder value through
acquiring, holding or disposing of investments in its portfolio companies in
partnership with other investment entities. Jewelcor Management, Inc. is a
Nevada corporation primarily involved in investment and management services. RCG
Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged in investing
in companies effecting extraordinary transactions. Ramius Securities, LLC is a
Delaware limited liability company and a registered broker-dealer.
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