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NAUTICA ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
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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)
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BARINGTON COMPANIES GROUP
c/o Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, New York 10019
212-974-5700
An Important Message to All Nautica Stockholders
------------------------------------------------
Dear Fellow Nautica Stockholders:
We are writing to ask for your support to elect our two nominees, William J. Fox
and James A. Mitarotonda, to the Nautica Enterprises, Inc. ("Nautica" or the
"Company") board of directors. We believe the current board of directors has
failed to maximize shareholder value. Due to the limited number of independent
members on the current board and its disappointing oversight of operations, in
our view, shareholder value has been diminished. We believe Nautica's board of
directors needs a greater number of independent and experienced directors who
will represent the interests of all stockholders and advocate the maximization
of shareholder value. The Company, in fact, has announced in its proxy materials
for the 2003 annual meeting that it "plans to name two new independent directors
by the 2004 annual meeting." We are seeking additional independent
representation on Nautica's board of directors not next year - but now!
We have nominated two individuals who will bring added independence and
objectivity to the Company's board and advocate the interests of all
stockholders. Our highly-qualified nominees possess strong retail, operating and
financial experience that should help to maximize shareholder value. In
addition, we are asking you to support our proposed change to the Company's
by-laws to allow stockholders who own, individually or in the aggregate, 10% or
more of the Company's common stock to call a special meeting of the
stockholders. The Barington Companies group owns 1,058,400 shares or
approximately 3.2% of the Company's outstanding common stock.
In addition to soliciting your vote for our nominees, we also intend to vote our
proxies to re-elect all of the Company's incumbent directors other than Charles
H. Scherer and John Varvatos. A vote in favor of our proposals will result in
the election of a complete eight member board of directors, consisting of our
two nominees and six of the incumbent members of the
board.
Our nominees look forward to working constructively with the other members of
the Company's board elected at the 2003 annual meeting. Our goals are simple,
straightforward and, in our opinion, will benefit all Nautica stockholders:
WE WANT TO PRODUCE THE
MAXIMUM VALUE FOR
NAUTICA'S STOCKHOLDERS!
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If elected, our nominees intend to urge the Company's board to take the
following actions:
o Reduce the Company's operating expenses to improve profitability
o Revise the Company's strategic plan in order to enhance the Nautica
brand and improve its competitiveness in the retail marketplace
o Evaluate the Company's use of capital to maximize returns on equity
o Restructure compensation packages of selected executives at the
Company to tie compensation to specified improvement levels in
shareholder value
o Separate the role of Chairman and Chief Executive Officer
o Review change of control provisions in selected Company contracts to
align the interests of the board and the stockholders
o Promote corporate democracy at the Company by eliminating the
stockholder rights plan and allowing stockholders to act by written
consent
o Explore value-enhancing strategic initiatives, including a possible
sale or merger of the Company
We Ask for Your Support and Need Every Stockholder's
Vote to Make a Difference
Nautica's Board Lacks Sufficient Representation from
Independent, Experienced and Committed Directors
------------------------------------------------
As part of our proxy, we plan to withhold our votes for two of the Company's
director nominees, Charles H. Scherer and John Varvatos, based on our belief
that they lack independence, appropriate qualifications and commitment. Our
reasons are as follows:
o Mr. Scherer serves as managing partner of Hughes Hubbard & Reed LLP, a
law firm that received nearly $3.5 million in legal fees from Nautica
over the past three fiscal years and at which Samuel Sultanik, the
brother-in-law of the Company's Chairman, President and Chief
Executive Officer, serves as a partner.
o John Varvatos, President of the John Varvatos Company, a subsidiary of
Nautica, has attended fewer than 75% of the Company's board meetings
during the past year. In fact, based on Mr. Varvatos's attendance
record, Institutional Shareholders Services, a nationally recognized
provider of proxy voting recommendations to institutional
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investors, recommended in its most recent Proxy Alert on Nautica that
shareholders withhold their vote for him.
The Nominees of the Barington Companies Group are
Committed to Maximizing Stockholder Value
Our two nominees have significant retail and consumer products industry,
operating and financial experience which we believe can produce enhanced value
for all stockholders.
o William J. Fox serves as Chairman, President and Chief Executive
Officer of AKI, Inc., an international multi-sensory marketing
company with many clients in the beauty care, personal care and
fashion industries, and Co-Chairman of Loehmanns Holding, Inc., a
women's specialty apparel retailer, and was formerly a senior
executive with Revlon, Inc. and MacAndrews & Forbes.
o James A. Mitarotonda is Chairman, President and Chief Executive
Officer of Barington Companies Equity Partners, L.P., an
investment firm that seeks to act as a catalyst in order to
enhance shareholder value, President, Chief Executive Officer and
a director of MM Companies, Inc., and Co-Chairman, Co-President
and Co-Chief Executive Officer of Liquid Audio, Inc.
Our nominees have established credentials in business, finance, and management.
They will work constructively with the other members elected to the Company's
board at the 2003 annual meeting to produce enhanced value for Nautica's
stockholders - right now. Our nominees are also committed to eliminating the
Company's poison pill and removing any change of control and protective
provisions that do not align the interest of shareholders and the board of
directors.
At the Company's 2003 annual meeting, you can decide whether Nautica's board
needs greater representation from independent directors focused on the interests
of all stockholders.
If you are concerned about producing the maximum value for our shares, we urge
you to vote:
o FOR the election of our nominees, William J. Fox and James A.
Mitarotonda, to the Company's board
o FOR our proposal to allow stockholders who own, individually or
in the aggregate, 10% or more of the Company's common stock to
call a special meeting of the stockholders
We need you to vote FOR these proposals, so that the Barington Companies
group nominees will be able to pursue our platform on your behalf.
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Our Task is Great and Your Support is Needed
Act Now! If You are a Stockholder of Record,
Sign and Return the GREEN Proxy Card Voting in Favor of
the Barington Companies Group Proposals.
Do not execute the white proxy card furnished by current management. Even if you
have previously executed management's white proxy card, you may change your vote
by signing and returning a later dated GREEN proxy card of the Barington
Companies group. Only the latest dated proxy card will count.
If you hold your shares in street name, through a broker, bank or other
custodian, carefully follow the instructions of your custodian and direct it to
vote on your behalf FOR the Barington Companies Group proposals.
Our nominees are ready to act on your behalf.
VOTE FOR THE BARINGTON COMPANIES GROUP PROPOSALS ON THE GREEN PROXY CARD
We thank you for your support.
For the Barington Companies group,
James A. Mitarotonda
Tel. 212-974-5701
If you have any questions or need help voting FOR
the Barington Companies group proposals,
please contact our proxy solicitor:
D.F. King & Co, Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Toll free at (888) 869-5550
all others call collect: (212) 269-5550
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