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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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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
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NAUTICA ENTERPRISES, INC. NOTIFIED OF WITHDRAWAL
OF PROXY SOLICITATION BY BARINGTON GROUP
NEW YORK, NEW YORK, (JULY 7, 2003) - Nautica Enterprises, Inc. (NASDAQ: NAUT)
today announced that it has been notified by the Barington Group that it has
discontinued and withdrawn its proxy solicitation in light of the Company's
announcement today that it has signed a definitive merger agreement to be
acquired by VF Corporation (NYSE: VFC) for total consideration of approximately
$586 million, including $17.00 per share in cash to Nautica stockholders.
Harvey Sanders, Chairman, President and Chief Executive Officer of Nautica
Enterprises, Inc., commented, "We believe the transaction with VF will deliver
significant value to our shareholders and look forward to completing the merger
as quickly as possible."
As previously announced, Nautica Enterprises' 2003 Annual Shareholder Meeting,
which had been scheduled for July 8, has been postponed and a new date will be
announced shortly. The Company expects that the original record date of May 29,
2003 will remain in effect for the meeting. The Barington Group consists of a
number of entities that had been participating in a proxy solicitation led by
Barington Companies Equity Partners, L.P.
Nautica Enterprises, Inc., 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 the company, please visit
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 as to the success of the Company's announced merger; 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.
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CONTACTS:
Nautica Enterprises, Inc.:
Shannon L. Froehlich
Vice President - Corporate Investor Relations
(212) 541-5757