SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] 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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On June 18, 2003, Nautica Enterprises received notification of the
withdrawal of one of the Barington Group's nominees, Michael Steinberg, for
election to the Company's Board of Directors at its Annual Meeting on July 8,
2003. This withdrawal further diminishes the qualifications of Barington's
slate, as neither of the two remaining nominees, James A. Mitarotonda and
William J. Fox, has indicated any experience of any kind in the apparel
manufacturing industry or any related industry. Each of the remaining nominees
has a history of short-term strikes at unrelated microcap companies and neither
of them has a track record for building sustained stockholder value. This recent
development only confirms the Company's view that the Barington Group's
intentions are not in the best interests of all stockholders. Nautica
Enterprises continues to urge all stockholders to reject Barington's proxy
solicitation, the Barington nominees and the other Barington proposal by
signing, dating, and returning the WHITE proxy card to elect the company's
entire eight-member board.
As Nautica Enterprises has stated previously, the Board, with senior
management, has developed and is overseeing the implementation of a Three-Phase
Strategy intended to transform the Company to fuel growth and build value for
stockholders. The Company today is making substantial progress in fulfilling
this plan. The Company, however, continues to be committed to exploring
opportunities to enhance stockholder value and in that regard is engaged in
discussions with respect to the possible acquisition of the Company. The
Company has had similar discussions from time to time with others with respect
to possible acquisitions and dispositions and may have such discussions in the
future. There is no assurance that any of these discussions, past, present or
future, will result in any transaction. The Company assumes no obligation to
update as to the progress of any discussions as a result of new information or
future events or developments.
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. 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.