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.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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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.
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LOGO
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
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SECOND SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
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NOTICE OF NEW MEETING DATE
JULY 21, 2003
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 (the "2003 Annual Meeting"), which
was originally scheduled to be held on Tuesday, July 8, 2003. As previously
announced, the Annual Meeting has been rescheduled. This Supplement, which
should be read in conjunction with the Proxy Statement, is first being furnished
to stockholders of the Company on or about July 10, 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.
Please note that the matters to be voted upon are the same as those first
presented in the Proxy Statement.
MEETING INFORMATION
The 2003 Annual Meeting will now be held on Monday, July 21, 2003 at 10:00
a.m. local time at the offices of the Company at 40 West 57th Street, 8th Floor,
New York, New York 10019.
ANNOUNCEMENT OF MERGER AND WITHDRAWAL OF THE BARINGTON GROUP'S SOLICITATION
On July 7, 2003 the Company announced that it had signed a definitive
merger agreement to be acquired by VF Corporation. Pursuant to the merger
agreement, VF Corporation will pay Nautica shareholders $17.00 per share in
cash. The Company will also pay approximately $14.6 million, net of tax, to cash
out employee stock options, for a total consideration of approximately $585.6
million. In light of this development, the Company also announced that its
Annual Meeting would be postponed to a later date.
Later that same day, the stockholder group consisting of Barington
Companies Equity Partners, L.P., Jewelcor Management, Inc., RCG Ambrose Master
Fund, Ltd. and Ramius Securities, LLC announced that they had decided to no
longer pursue their proxy solicitation in connection with the Annual Meeting.
Your vote is important. Please take a moment to 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 LOGO)
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
TOLL-FREE (800) 322-2885
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 as to the success of
the Company's announced merger; 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.
PROXY PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
NAUTICA ENTERPRISES, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS, JULY 21, 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 21, 2003 or any adjournment or
postponement thereof.
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". In their discretion, the Proxies are authorized to
vote upon such other business as may properly come before the meeting.
Continued on the Reverse Side
For All Withhold All
1. Election of Directors Nominees: [ ] [ ]
1 Robert B. Bank 2 David Chu
3 Israel Rosenzweig 4 Harvey Sanders
5 Charles H. Scherer 6 Steven H. Tishman
7 John Varvatos 8 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
Dated: , 2003
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Title or Authority
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Signature
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Signature if held jointly
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.