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 [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] 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)
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NAUTICA ENTERPRISES COMMENTS ON NEW INFORMATION ABOUT
BARINGTON NOMINEES
NEW YORK, NY, July 3, 2003 -- Nautica Enterprises, Inc. (Nasdaq: NAUT) said
today it is pleased that Glass, Lewis & Co. LLC, which advises institutional
investors in the financial markets, pointed out important information concerning
the two nominees proposed by the Barington Group for the Nautica Board of
Directors.
The Glass, Lewis report noted that Barington nominee William J. Fox was chief
financial officer at Revlon from 1991 to 1997, a period during which Revlon
"significantly missed its financial performance targets". It pointed out, among
other things, that "Wall Street was taken by surprise, and Revlon's stock lost
more than 45% of its market value in a single day, costing investors more than
$1.5 billion." It said that ensuing litigation initiated by Revlon shareholders
against the company and Mr. Fox personally ended only this year with defendants
paying nearly $10 million.
The Glass, Lewis report also noted that Barington Capital has been censured and
fined by the NASD, and that another member of the Barington Group, Ramius
Securities LLC, was fined and suspended by the NASD in 2001 for market-making
activities in the immediate aftermath of the initial public offerings.
These facts, added to the previous information provided by Nautica Enterprises
about the Barington nominees' lack of experience in the apparel manufacturing
industry or any related industry, the group's history of short-term strikes at
unrelated microcap companies, and no discernable track record for building
sustainable stockholder value, reinforce the Board's conclusion that electing
the Barington nominees would not be in the best interests of all Nautica
Enterprises shareholders.
The Nautica Enterprises Board pointed out that in contrast to Mr. Mitarotonda
and Mr. Fox, Charles Scherer and John Varvatos bring invaluable experience and
strong credentials to the Board. Mr. Scherer, who has been a director of Nautica
Enterprises since 1994, previously served as general counsel and then chief
financial officer for Collins & Aikman, one of the world's largest textile
manufacturers, and Mr. Varvatos, an apparel designer and merchant with over 20
years of experience in the industry, is one of the most highly regarded men's
wear designers in the field today.
Nautica Enterprises continues to urge all stockholders to reject Barington's
proxy solicitation, the Barington nominees and the other Barington proposal, and
by signing, dating, and returning the WHITE proxy card to elect the company's
entire eight-member board. Stockholders who have any questions about the proxy
solicitation or need additional information about the Nautica Enterprises
stockholders' meeting should contact MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016, PROXY@MACKENZIEPARTNERS.COM
{MAILTO:PROXY@MACKENZIEPARTNERS.COM}. Call Collect: (212) 929-5500 or TOLL-FREE
(800) 322-2885.
Nautica Enterprises, Inc. (Nasdaq: NAUT), through its subsidiaries, designs,
sources, markets and distributes apparel under the following brands: Nautica;
Nautica Competition; Nautica Jeans Company; Earl Jean; John Varvatos; E.
Magrath; and Byron Nelson. For more information about our Company, please visit
our website at www.nautica.com
This press release contains "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. Investors and security holders may obtain a free copy of the
definitive proxy statement and other documents filed by Nautica Enterprises,
Inc. with the Securities and Exchange Commission at the Commission's website at
http://www.sec.gov.
CONTACT:
Nautica Enterprises, Inc.
Wayne A. Marino, Senior Vice President, Chief Financial Officer
(212) 541-5757
Shannon L. Froehlich, Vice President - Corporate Investor Relations
(212) 541-5757
Media Relations - Michael Freitag or Fredric J. Spar
Kekst and Company (for Nautica Enterprises, Inc.)
(212) 521-4800