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As filed, via EDGAR, with the Securities and Exchange Commission on July 20,
1999.
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 [_]
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
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.
(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-
11.
(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:
FOR IMMEDIATE RELEASE CONTACT: JACQUELINE QUIGLEY
(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 http://www.sec.gov.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
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.