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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 (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
( ) Definitive Additional Materials
(X) Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
DESIGNS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
FOR IMMEDIATE RELEASE
For Information, Contact:
Joel H. Reichman, President and Chief Executive Officer
Scott N. Semel, General Counsel
Designs, Inc.
(781) 444-7222
DESIGNS, INC. MODIFIES SHAREHOLDER RIGHTS PLAN
(Needham, MA, July 7, 1999) -- Designs, Inc. (NASDAQ:DESI) announced today
that the Special Committee of its Board of Directors has sent a letter to
the stockholders of Designs for the purpose of providing stockholders with
an accurate picture of recent events involving Seymour Holtzman and the
withdrawal of his proposal to explore an acquisition of Designs at $3.65
per share in cash. Among other things, the letter outlines certain
modifications to the Company's Shareholder Rights Plan that the Board of
Directors adopted earlier today that are designed to remove any excuses Mr.
Holtzman may have for not proceeding with his proposal. A copy of the
letter will be filed later today with the Securities and Exchange
Commission.
* * * * *
Designs, Inc. ("Designs" or the "Company") and certain other persons named
below may be deemed to be participants in the solicitation of proxies (the
"Solicitation") in the event that Seymour H. Holtzman and/or certain
companies controlled by him solicit proxies in connection with the election
of Directors at the 1999 Annual Meeting of Stockholders of Designs. The
participants may include the following directors of Designs: Stanley I.
Berger, Joel H. Reichman, James G. Groninger, Bernard M. Manuel, Melvin I.
Shapiro and Peter L. Thigpen; the following executive officers of Designs:
Joel H. Reichman, the Company's President and Chief Executive Officer,
Scott N. Semel, the Company's Executive Vice President, General Counsel and
Secretary, and Carolyn R. Faulkner, the Company's Vice President, Chief
Financial Officer and Treasurer; and the following officer of Designs:
Anthony E. Hubbard, the Company's Vice President and Deputy General
Counsel. As of the date of this communication, Stanley I. Berger, Joel H.
Reichman, Scott N. Semel, Carolyn R. Faulkner, James G. Groninger, Melvin
I. Shapiro, Bernard M. Manuel, Peter L. Thigpen and Anthony E. Hubbard
beneficially owned 1,204,394, 416,455, 310,537, 68,000, 79,765, 64,144,
88,842, 58,465, and 12,000 shares of Designs common stock, respectively
(including shares subject to stock options exercisable within 60 days).
Designs has retained Shields & Company, Inc. (the "Financial Advisor") to
act as its financial advisor in connection with the Solicitation for which
it may receive substantial fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Designs has agreed to indemnify the
Financial Advisor and certain persons related to it against certain
liabilities arising out of their engagement. The Financial Advisor is an
investment banking and advisory firm that provides a range of financial
services for institutional and individual clients. The Financial Advisor
does not admit that it or any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the Solicitation, or that Schedule 14A
requires the disclosure of certain information concerning the Financial
Advisor. In connection with the Financial Advisor's role as financial
advisor to Designs, the Financial Advisor and the following investment
banking employees of the Financial Advisor may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Designs: Thomas J. Shields and
Jeffrey C. Bloomberg. None of the Financial Advisor, Thomas J. Shields or
Jeffrey C. Bloomberg beneficially own any of Designs' outstanding equity
securities.
Forward looking information requires the Company to make certain estimates
and assumptions regarding the Company's strategic direction and the effect
of such plans on the Company's financial results. The Company's actual
results and the implementation of its plans and operations may differ
materially from forward-looking statements made by the Company. The
Company encourages readers of forward-looking information concerning the
Company to refer to its prior filings with the Securities and Exchange
Commission that set forth certain risks and uncertainties that may have an
impact on future results and direction of the Company.
Designs, Inc. operates 113 outlet and specialty retail apparel stores in
two retail formats. These stores are located in outlet parks and enclosed
regional shopping malls throughout the eastern United States.
FOR IMMEDIATE RELEASE
For Information, Contact:
Joel H. Reichman, President and Chief Executive Officer
Scott N. Semel, General Counsel
Designs, Inc.
(781) 444-7222
DESIGNS, INC. SETS RECORD AND MEETING DATES FOR
ANNUAL MEETING OF STOCKHOLDERS
(Needham, MA, July 7, 1999) -- Designs, Inc. (NASDAQ:DESI) announced today
that its Board of Directors has set a record date of August 5, 1999 for its
Annual Meeting of Stockholders on September 13, 1999 at 1:00 p.m. The
Company had previously delayed holding its Annual Meeting on the assumption
that it would be able to reach a definitive agreement with Seymour Holtzman
with respect to his proposal to acquire the Company for $3.65 per share in
cash, which would have obviated the need for the Company to hold its 1999
Annual Meeting.
* * * * *
Designs, Inc. ("Designs" or the "Company") and certain other persons named
below may be deemed to be participants in the solicitation of proxies (the
"Solicitation") in the event that Seymour H. Holtzman and/or certain
companies controlled by him solicit proxies in connection with the election
of Directors at the 1999 Annual Meeting of Stockholders of Designs. The
participants may include the following directors of Designs: Stanley I.
Berger, Joel H. Reichman, James G. Groninger, Bernard M. Manuel, Melvin I.
Shapiro and Peter L. Thigpen; the following executive officers of Designs:
Joel H. Reichman, the Company's President and Chief Executive Officer,
Scott N. Semel, the Company's Executive Vice President, General Counsel and
Secretary and Carolyn R. Faulkner, the Company's Vice President, Chief
Financial Officer and Treasurer; and the following officer of Designs:
Anthony E. Hubbard, the Company's Vice President and Deputy General
Counsel. As of the date of this communication, Stanley I. Berger, Joel H.
Reichman, Scott N. Semel, Carolyn R. Faulkner, James G. Groninger, Melvin
I. Shapiro, Bernard M. Manuel, Peter L. Thigpen and Anthony E. Hubbard
beneficially owned 1,204,394, 416,455, 310,537, 68,000, 79,765, 64,144,
88,842, 58,465, and 12,000 shares of Designs common stock, respectively
(including shares subject to stock options exercisable within 60 days).
Designs has retained Shields & Company, Inc. (the "Financial Advisor") to
act as its financial advisor in connection with the Solicitation for which
it may receive substantial fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Designs has agreed to indemnify the
Financial Advisor and certain persons related to it against certain
liabilities arising out of their engagement. The Financial Advisor is an
investment banking and advisory firm that provides a range of financial
services for institutional and individual clients. The Financial Advisor
does not admit that it or any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the Solicitation, or that Schedule 14A
requires the disclosure of certain information concerning the Financial
Advisor. In connection with the Financial Advisor's role as financial
advisor to Designs, the Financial Advisor and the following investment
banking employees of the Financial Advisor may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Designs: Thomas J. Shields and
Jeffrey C. Bloomberg. None of the Financial Advisor, Thomas J. Shields or
Jeffrey C. Bloomberg beneficially own any of Designs' outstanding equity
securities.
Forward looking information requires the Company to make certain estimates
and assumptions regarding the Company's strategic direction and the effect
of such plans on the Company's financial results. The Company's actual
results and the implementation of its plans and operations may differ
materially from forward-looking statements made by the Company. The
Company encourages readers of forward-looking information concerning the
Company to refer to its prior filings with the Securities and Exchange
Commission that set forth certain risks and uncertainties that may have an
impact on future results and direction of the Company.
Designs, Inc. operates 113 outlet and specialty retail apparel stores in
two retail formats. These stores are located in outlet parks and enclosed
regional shopping malls throughout the eastern United States.