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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
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to section240.14a-11(c) or
section 240.14a-12
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
DESIGNS, INC.
(Name of Registrant as Specified In Its Charter)
(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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:
.Return Address
PROXYGRAM SERVICE
500 EIGHTH AVENUE
NEW YORK, NY 10018
.Text
CONFIDENTIAL IDENTIFICATION NUMBER:
(Your identification number is confidential. It is to assure the operator
of your identity.)
**ACT NOW PROTECT YOUR INVESTMENT**
VOTE FOR THE DESIGNS BOARD'S SLATE OF DIRECTORS
September 30, 1999
Dear Fellow Stockholder:
With Designs' Annual Meeting now just a few days away, we need your
support. Your vote is critical to your Company's future and to the value of
your Designs shares. There are several important facts you should know:
* SPECIAL COMMITTEE FULLY SUPPORTS DESIGNS SLATE
The Special Committee has completed a review of the Company's
recent performance, current sales trends and plans for the
balance of fiscal 1999. Based on this review the Committee has
reaffirmed its view that earnings for this year will meet or
exceed the projected $.33 per share. The year 2000 is expected
to be very solid for Designs, unless, of course, Holtzman
prevails. The Committee urges you to vote FOR the election of
the Designs Board's slate of directors.
* ISS RECOMMENDS ELECTING THE BOARD'S NOMINEES
Institutional Shareholder Services ("ISS"), the nation's leading voting
advisory service, recommended that its clients, including institutional
investors, mutual funds and other fiduciaries, vote FOR the Designs
Board's slate of Directors.
* DON'T RISK THE LEVI STRAUSS RELATIONSHIP
Mr. Schultz, Jewelcor's prospective CEO, has touted a "25-year
relationship" with Levi Strauss. You should know that Levi Strauss has
informed us that there is no member of Levi's senior management who even
recognizes his name. DO NOT BE MISLED. The Levi's relationship is
critical to the financial viability of Designs. Protect your
investment---vote FOR the Designs Board's slate of Directors.
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free ProxyGram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitor, Innisfree M&A Incorporated,
toll-free at 888-750-5834.
Thank you for your support.
Sincerely,
James G. Groninger
Chairman of the Special Committee
DESIGNS, INC.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8401, Designs, Inc.
3. State your name, address and telephone number.
4. State your confidential identification number and number of shares as
shown below:
CONFIDENTIAL IDENTIFICATION NUMBER:
NUMBER OF SHARES:
DESIGNS, INC.
Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 4, 1999
The undersigned stockholder of Designs, Inc. hereby appoints James G.
Groninger, with full power of substitution and to each substitute appointed
pursuant to such power, as proxy or proxies, to cast all votes, as
designated hereon, which the undersigned stockholder is entitled to cast at
the Annual Meeting of the Stockholders of Designs, Inc. to be held at 11:00
a.m. local time on October 4, 1999, at One Post Office Square, Boston,
Massachusetts 02109, and, at any and all adjournments and postponements
thereof, with all powers which the undersigned would possess if personally
present (i) as designated below with respect to the matters set forth below
and described in the accompanying Notice and Proxy Statement, and (ii) in
their discretion with respect to any other business that may properly come
before the Annual Meeting. The undersigned stockholder hereby revokes any
proxy or proxies heretofore given by the undersigned to others for such
Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED (1) FOR THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL
1 AND (2) AGAINST PROPOSAL 2.
The Board of Directors recommends a vote FOR the election of the nominees
listed in Proposal 1 below and AGAINST Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
1. Election of nominees named below to the Board of Directors of the
Company.
Nominees: Joel H. Reichman, James G. Groninger, Bernard M.
Manuel, Melvin I. Shapiro, and Peter L. Thigpen.
( ) FOR ( ) WITHHOLD ( ) FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual
Nominee, give that nominee's name to the operator.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 2
2. Holtzman proposal to recommend that the Company's Board of Directors
terminate the Shareholder Rights Agreement.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The proxy may be revoked prior to the time it is voted by delivering to the
Secretary of the Company either a written revocation or a proxy bearing a
later date or by appearing at the Annual Meeting and voting in person.
Please give name to the operator exactly as name appears hereon. When
signing as attorney, administrator, trustee or guardian, give full title as
such; and when stock has been issued in the name of two or more persons,
all must sign.
.Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
.Text
**ACT NOW PROTECT YOUR INVESTMENT**
VOTE FOR THE DESIGNS BOARD'S SLATE OF DIRECTORS
September 30, 1999
Dear Fellow Stockholder:
With Designs' Annual Meeting now just a few days away, we need your
support. Your vote is critical to your Company's future and to the value of
your Designs shares. There are several important facts you should know:
* SPECIAL COMMITTEE FULLY SUPPORTS DESIGNS SLATE
The Special Committee has completed a review of the Company's
recent performance, current sales trends and plans for the
balance of fiscal 1999. Based on this review the Committee has
reaffirmed its view that earnings for this year will meet or
exceed the projected $.33 per share. The year 2000 is expected
to be very solid for Designs, unless, of course, Holtzman
prevails. The Committee urges you to vote FOR the election of
the Designs Board's slate of directors.
* ISS RECOMMENDS ELECTING THE BOARD'S NOMINEES
Institutional Shareholder Services ("ISS"), the nation's leading voting
advisory service, recommended that its clients, including institutional
investors, mutual funds and other fiduciaries, vote FOR the Designs
Board's slate of Directors.
* DON'T RISK THE LEVI STRAUSS RELATIONSHIP
Mr. Schultz, Jewelcor's prospective CEO, has touted a "25-year
relationship" with Levi Strauss. You should know that Levi Strauss has
informed us that there is no member of Levi's senior management who even
recognizes his name. DO NOT BE MISLED. The Levi's relationship is
critical to the financial viability of Designs. Protect your
investment---vote FOR the Designs Board's slate of Directors.
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free ProxyGram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitor, Innisfree M&A Incorporated,
toll-free at 888-750-5834.
Thank you for your support.
Sincerely,
James G. Groninger
Chairman of the Special Committee
DESIGNS, INC.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8402, Designs, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name:
Broker:
Control number:
Number of shares:
DESIGNS, INC.
Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 4, 1999
The undersigned stockholder of Designs, Inc. hereby appoints James G.
Groninger, with full power of substitution and to each substitute appointed
pursuant to such power, as proxy or proxies, to cast all votes, as
designated hereon, which the undersigned stockholder is entitled to cast at
the Annual Meeting of the Stockholders of Designs, Inc. to be held at 11:00
a.m. local time on October 4, 1999, at One Post Office Square, Boston,
Massachusetts 02109, and, at any and all adjournments and postponements
thereof, with all powers which the undersigned would possess if personally
present (i) as designated below with respect to the matters set forth below
and described in the accompanying Notice and Proxy Statement, and (ii) in
their discretion with respect to any other business that may properly come
before the Annual Meeting. The undersigned stockholder hereby revokes any
proxy or proxies heretofore given by the undersigned to others for such
Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED (1) FOR THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL
1 AND (2) AGAINST PROPOSAL 2.
The Board of Directors recommends a vote FOR the election of the nominees
listed in Proposal 1 below and AGAINST Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
1. Election of nominees named below to the Board of Directors of the
Company.
Nominees: Joel H. Reichman, James G. Groninger, Bernard M.
Manuel, Melvin I. Shapiro, and Peter L. Thigpen.
( ) FOR ( ) WITHHOLD ( ) FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual
nominee, give that nominee's name to the operator.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 2
2. Holtzman proposal to recommend that the Company's Board of Directors
terminate the Shareholder Rights Agreement.
( ) FOR ( ) AGAINST ( ) ABSTAIN
The proxy may be revoked prior to the time it is voted by delivering to the
Secretary of the Company either a written revocation or a proxy bearing a
later date or by appearing at the Annual Meeting and voting in person.
Please give name to the operator exactly as name appears hereon. When
signing as attorney, administrator, trustee or guardian, give full title as
such; and when stock has been issued in the name of two or more persons,
all must sign.