SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Preliminary Proxy Statement
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(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.
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(Name of Registrant as Specified In Its Charter)
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(NAUTICA LOGO)
TIME IS SHORT AND YOUR VOTE IS IMPORTANT!
PLEASE VOTE THE ENCLOSED WHITE PROXY TODAY
June 26, 2003
Dear Fellow Nautica Enterprises, Inc. Stockholder:
This year's Annual Meeting for Nautica Enterprises is fast approaching. The
meeting is scheduled for July 8, 2003. EVEN IF YOU ARE PLANNING TO ATTEND THIS
MEETING, WE URGE YOU TO PROTECT YOUR BEST INTERESTS BY SIGNING, DATING, AND
RETURNING THE ENCLOSED WHITE PROXY CARD TO ELECT YOUR COMPANY'S ENTIRE
EIGHT-MEMBER BOARD.
The reasons to support your Company's Board are clear:
- YOUR COMPANY'S BOARD IS COMMITTED TO BUILDING STOCKHOLDER VALUE
- YOUR COMPANY'S THREE-PHASE TRANSFORMATION STRATEGY IS MAKING GOOD
PROGRESS
- YOUR COMPANY'S BOARD IS COMMITTED TO STRONG CORPORATE GOVERNANCE
- YOUR COMPANY HAS THE RIGHT TEAM ON THE RIGHT TRACK
By contrast, the slate proposed by a small group of dissident stockholders
has only gotten weaker:
- On June 18, 2003, the group led by Barington Companies Equity Partners,
L.P. ("Barington") announced -- without explanation -- the withdrawal of
one of its handpicked Board nominees.
- Neither of Barington's two remaining nominees, James A. Mitarotonda and
William J. Fox, has indicated any relevant experience in the apparel
manufacturing industry or related industries.
- Mitarotonda's retail experience is limited to serving as a management
trainee at Bloomingdale's in 1979.
- Fox spent much of his business career at Revlon, a cosmetics company with
an over-leveraged balance sheet and a checkered history of delivering
value to stockholders.
- Barington and the other members of its group have a history of quick,
in-and-out investments at microcap companies, with no track record for
building sustained stockholder value.
The sudden and unexplained withdrawal of one of its nominees only confirms
our view that the Barington Group's intentions are not in the best interests of
all stockholders of Nautica Enterprises. We continue 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 enclosed WHITE
proxy card to elect the company's entire eight-member board.
YOUR COMPANY IS COMMITTED TO ENHANCING STOCKHOLDER VALUE
Your Company's Board, with senior management, has developed and is
overseeing the implementation of a Three-Phase Strategy intended to transform
the Company to fuel growth and build value for stockholders. We are making
substantial progress in fulfilling this plan. Your Company, however, continues
to be committed to exploring opportunities to enhance stockholder value and in
that regard is engaged in discussions with respect to the possible acquisition
of the Company. We have had similar discussions from time to time with others
with respect to possible acquisitions and dispositions and may have such
discussions in the future. There is no assurance that any of these discussions,
past, present or future, will result in any transaction.
YOUR COMPANY'S BOARD IS COMMITTED TO STRONG CORPORATE GOVERNANCE
Your Board endorses and is committed to full compliance with all corporate
governance requirements under the new Sarbanes-Oxley guidelines and the proposed
NASDAQ National Market rules. Accordingly, as we indicated in our previous
letter to you, your Company's Board intends to search for and add two new
independent directors. WE INTEND TO APPOINT HIGHLY QUALIFIED DIRECTORS WITH THE
APPROPRIATE EXPERIENCE AND RELATIONSHIPS WHO ARE COMMITTED TO SERVING YOUR BEST
INTERESTS.
In further demonstration of our commitment to strong governance practices,
on June 24, 2003 your Board approved an amendment to the Company's Stockholder
Rights Agreement. The amended agreement provides, among other things, that the
rights issued under the Stockholders Rights Agreement will be automatically
redeemed under certain circumstances in the event of certain qualifying tender
offers, unless stockholders vote to keep the rights outstanding. This amendment
to the Stockholder Rights Agreement underscores our commitment to our
stockholders.
THE RIGHT TEAM ON THE RIGHT TRACK
Your Company's Board and senior management together are the right team on
the right track. Our strategy for transformation is yielding results at a
challenging time in the men's apparel business, and we possess the funding,
infrastructure, management skills and expertise for significant further
progress. AT THE SAME TIME, WE REMAIN COMMITTED TO EXPLORING FULLY ALL
OPPORTUNITIES TO ENHANCE STOCKHOLDER VALUE IN A MANNER THAT IS SUSTAINING AND
FOR THE LONG TERM.
WE STRONGLY URGE YOU TO RE-ELECT YOUR ENTIRE EIGHT-MEMBER BOARD OF
DIRECTORS AND ENABLE YOUR COMPANY TO CONTINUE THE PROGRESS IT IS MAKING IN
GENERATING GROWTH AND BUILDING VALUE FOR ALL STOCKHOLDERS. We believe that
continuing the course set by the Board and senior management -- without
interruption -- is in the best interest of all Nautica Enterprises stockholders.
PLEASE SIGN, DATE, AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY TO ELECT
YOUR COMPANY'S ENTIRE EIGHT-MEMBER BOARD.
Thank you for your attention to this important matter.
Sincerely,
(-S- Harvey Sanders)
Harvey Sanders
Chairman and Chief Executive Officer
FORWARD-LOOKING STATEMENTS
Certain statements made in this letter 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.
If you have any questions about the proxy solicitation or need additional
information
about the Nautica Enterprises stockholders' meeting, please contact
MacKenzie Partners, Inc. as set forth below:
(MACKENZIE LOGO)
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
TOLL-FREE (800) 322-2885