SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
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
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
--------------------------------------------------------------------------------
NAUTICA ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
BARINGTON COMPANIES EQUITY PARTNERS, L.P.,
JEWELCOR MANAGEMENT, INC., RCG AMBROSE
MASTER FUND, LTD. and RAMIUS SECURITIES, LLC
(Name of Person(s) Filing Proxy Statement if Other Than the 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction: (5)
Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
On June 23, 2003, the Barington Companies group issued the following press
release:
The Barington Companies Group Continues to Seek Nautica Board Representation
and Reaffirms its Commitment to Maximizing Shareholder Value
--------------------------
New York, NY (PR Newswire) -- June 23, 2003 -- The Barington Companies group
announced today that it continues to seek representation on the board of
directors of Nautica Enterprises, Inc. (NASDAQ: NAUT) at the Company's 2003
annual meeting in order to maximize shareholder value for all the Company's
stockholders. The Barington Companies group believes that Nautica has shown poor
operating performance, which has caused a material reduction in shareholder
value. The Barington Companies group believes this is attributable to the
current board's limited independence and disappointing oversight of operations.
The Barington Companies group believes that the current board of directors lacks
representation from a sufficient number of independent and experienced directors
who will advocate the interests of all stockholders. The Company itself has
recognized that additional independent members should be included on its board
of directors. The Barington Companies group believes it is important that any
new, independent directors be chosen with a view to representing all
stockholders and enhancing shareholder value. The Barington Companies group
nominees are committed to serve as such representatives and intend to work
closely with the other members elected to Nautica's board at its 2003 annual
meeting to ensure that shareholder value is enhanced.
James A. Mitarotonda, President and Chief Executive Officer of the general
partner of Barington Companies Equity Partners, L.P., a member of the Barington
Companies group and one of its board nominees, stated, "The Barington Companies
group seeks to maximize shareholder value for all of Nautica's stockholders. Our
nominees, representing two of the Company's eight member board, bring
complementary skills to the existing board. We believe that our highly
experienced nominees have strong retail, operational and financial skills which
may be beneficial in improving Nautica's inadequate operating performance and
driving shareholder value, a fundamental tenet of our group's investment
philosophy. Our nominees are independent of the Company's management and
professional affiliates and seek to advocate the interests of all stockholders."
"We are pleased that Nautica has announced it is in discussions about the
possible sale of the Company," noted Mr. Mitarotonda. "The Barington Companies
group expects that the Company's board of directors will vigorously pursue any
and all transactions which have the potential to enhance shareholder value, our
group's principal objective, and notify stockholders of all material
information."
Information Regarding the Barington Companies Group
Barington Companies Equity Partners, L.P. and certain other parties own an
aggregate of approximately 3.1% of the total number of shares of Nautica common
stock currently outstanding. Such owners of Nautica common stock are Jewelcor
Management, Inc., RCG Ambrose Master Fund, Ltd. and Ramius Securities, LLC.
3
Barington Companies Equity Partners, L.P. is a Delaware limited partnership
formed to engage in the business of maximizing shareholder value through
acquiring, holding or disposing of investments in its portfolio companies in
partnership with other investment entities. Jewelcor Management, Inc. is a
Nevada corporation primarily involved in investment and management services.
RCG Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged in
investing in companies effecting extraordinary transactions. Ramius
Securities, LLC is a Delaware limited liability company and a registered
broker-deale
4