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)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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The Company has engaged Rothschild Inc. and Bear, Stearns & Co. Inc. to act as
its financial advisors in connection with the Company's annual meeting of
stockholders scheduled for July 8, 2003. The Company has also engaged Rothschild
to act as its financial advisor and to render a fairness opinion in connection
with the Company's previously announced discussions with respect to the possible
acquisition of the Company, for which Bear Stearns also has been engaged by the
Company to render a fairness opinion. Rothschild and Bear Stearns will receive
compensation for such services, including in the case of Rothschild a fee
payable upon completion of a transaction.
FORWARD-LOOKING STATEMENTS
Certain statements made herein 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.