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))
[ ] 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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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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[ ] Fee paid previously with preliminary materials.
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NAUTICA ENTERPRISES, INC. STRONGLY DISAGREES
WITH CONCLUSIONS REACHED BY PROXY ADVISORY FIRM
NEW YORK, July 2, 2003 -- Nautica Enterprises, Inc. (Nasdaq: NAUT) said today
that it strongly disagrees with the conclusions reached by Institutional
Shareholder Services (ISS), a proxy advisory firm. The Company reaffirmed its
view that the best interests of all of its stockholders would be served by
re-electing the entire eight-member Board of Directors at the Company's Annual
Meeting on July 8, 2003.
Nautica pointed out that in contrast to the records of the Barington Group's
nominees, the two directors challenged by Barington bring important experience
and credentials to the Board: Charles Scherer, who has been a director at
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 John 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 noted that neither of the Barington Group's two dissident nominees,
James A. Mitarotonda and William J. Fox, has indicated experience in the apparel
manufacturing industry or any related industry. The dissident group, which first
purchased shares in Nautica Enterprises only on April 17, 2003 though entities
based in the Cayman Islands and Nevada, has a history of short-term strikes at
unrelated microcap companies and has no discernible track record for building
sustained stockholder value. Moreover, the Company believes that the election of
dissident nominees to its Board would be disruptive and would detract from the
Company's efforts to maximize shareholder value.
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. 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