As filed,  via EDGAR,  with the Securities  and Exchange  Commission on July 20,

                              SCHEDULE 14A
                             (Rule 14a-101)
                        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

[_]  Definitive Proxy statement

[_]  Definitive additional materials

[X]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                  DESIGNS, INC.
                (Name of Registrant as Specified in its Charter)

                            JEWELCOR MANAGEMENT, INC.
    (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-

     (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:

     (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:

                                                   (561) 447-4713

                           JEWELCOR MANAGEMENT, INC.
                         TO COMMENCE PROXY SOLICITATION
                              FOR ANNUAL MEETING OF
                                  DESIGNS, INC.

     WILKES  BARRE,  PENNSYLVANIA,  July 20, 1999 -- Jewelcor  Management,  Inc.
("JMI")  announced  today that it had filed  with the  Securities  and  Exchange
Commission a preliminary proxy statement relating to a contemplated solicitation
by JMI of proxies in connection with the upcoming annual meeting of stockholders
of Designs,  Inc. (NASDAQ:  DESI). JMI intends to solicit proxies to elect a new
slate of  directors,  in  opposition  to DESI's  current  Board,  and to adopt a
shareholder  proposal  recommending  termination  of  DESI's  "poison  pill"  or
Shareholder  Rights Agreement.  The annual meeting is currently  scheduled to be
held on September 13, 1999. JMI owns 1,570,200 shares, or approximately 9.9%, of
DESI's outstanding Common Stock. Material filed with the Securities and Exchange
Commission is available through the Commission's website at


     The following is a list of the names and stockholdings,  if any, of persons
who may be deemed to be "participants" in JMI's solicitation with respect to the
Designs,  Inc.  annual  meeting.  JMI, a Nevada  corporation,  is a wholly owned
subsidiary of Jewelcor, Inc., a Pennsylvania corporation which is a wholly owned
subsidiary of S. H. Holdings, Inc., a Delaware corporation. Seymour Holtzman and
Evelyn  Holtzman,  husband  and  wife,  own,  as  tenants  by  the  entirety,  a
controlling  interest of S. H. Holdings,  Inc. The individuals named as nominees
in JMI's  preliminary proxy material are Seymour  Holtzman,  Joseph  Pennacchio,
John J.  Schultz,  Peter R.  McMullin,  Jeremiah  P.  Murphy,  Jr. and Robert L.
Patron. As noted, JMI owns 1,570,200 shares of Designs,  Inc. Common Stock. None
of the named individuals otherwise owns any such Common Stock.

     JMI has retained  D.F.  King & Co.,  Inc. to act as its proxy  solicitation
firm in connection with DESI's annual meeting of shareholders.