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 under Rule 14a-12
HAGGAR CORP.
------------
(Name of Registrant as Specified in Its Charter)
KAHN BROTHERS & CO., 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: Not
applicable
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: Not
applicable
- --------------------------------------------------------------------------------
(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): Not applicable
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: Not applicable
- --------------------------------------------------------------------------------
(5) Total fee paid: Not applicable
/ / 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: Not applicable
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Not applicable
- --------------------------------------------------------------------------------
(3) Filing Party: Not applicable
- --------------------------------------------------------------------------------
(4) Date Filed: Not applicable
- --------------------------------------------------------------------------------
EXPLANATORY NOTE
Kahn Brothers & Co., Inc. ("Kahn Brothers") is filing materials
contained in this Schedule 14A with the Securities and Exchange Commission in
connection with a possible solicitation of proxies in support of the election of
the nominees of Kahn Brothers & Co. Profit Sharing Plan & Trust (the
"Trust") to the Board of Directors of Haggar Corp. (the "Company") at the next
annual meeting of the stockholders of the Company (the "Annual Meeting"). Thomas
G. Kahn, a nominee of the Trust, is the President of Kahn Brothers and a
co-trustee of the Trust.
Item 1: On November 27, 2002, the Trust sent a letter to the
Secretary of the Company nominating Messrs. Thomas G. Kahn and Mark E. Schwarz
as directors to be elected in the next Annual Meeting.
Item 2: On December 4, 2002, Thomas G. Kahn sent a letter to the
Chairman of the Board of Directors of the Company (the "Board") requesting that
the Board reconsider its position and appoint Mr. Kahn as a director of the
Company and have the Company withdraw the Complaint for Declaratory Relief it
filed on November 22, 2002, in the District Court of Clark County, Nevada.
Item 1:
DIRECTOR NOMINATION LETTER
KAHN BROTHERS & CO., INC.
555 MADISON AVENUE,
NEW YORK, NEW YORK 10022
November 27, 2002
Corporate Secretary
Haggar Corp.
6113 Lemmon Ave.
Dallas, TX 75209
Re: Notice of Intention to Nominate Individuals for Election as
Directors at the 2003 Annual Meeting of Stockholders of
Haggar Corp. ("Haggar" or the "Company")
-----------------------------------------------------------
Dear Mr. Tehle:
Thomas G. Kahn, Donald W. Kahn, and Irving Kahn (collectively, the
"Co-trustees"), as Co-trustees, and solely in their capacities as such, for the
Kahn Brothers & Co. Profit Sharing Plan & Trust, under agreement dated
June 25, 1979 (the "Trust"), are owners of record of at least one thousand
(1,000) shares of common stock, $.10 par value per share of Haggar (the "Common
Stock"). The Co-trustees and the Trust are referred to collectively herein as
the "Shareholder."
By this letter, and all exhibits attached hereto (the "Notice"), the
Shareholder hereby nominates and notifies you of its intent to nominate Thomas
G. Kahn and Mark E. Schwarz (each a "Nominee" and collectively, the "Nominees")
to be elected to the Board of Directors of Haggar (the "Haggar Board") at the
2003 annual meeting of stockholders of Haggar, or at any other meeting of
stockholders held in lieu thereof, including any and all adjournments,
postponements, re-schedulings, or continuations thereof (collectively, the "2003
Meeting"). Neither of the Nominees is over the age of 67. This Notice is given
pursuant to the advance notice requirements of Article II, Section 8 of the
Amended and Restated Bylaws of Haggar (the "Bylaws"). The Shareholder hereby
sets forth the information and representations required pursuant to Section 8 of
the Bylaws as follows:
1. Information relating to the Nominees required to be disclosed
in solicitations of proxies for election of directors in an
election contest, or otherwise required, pursuant to and in
accordance with Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"): See information
attached as Exhibit A.
2. Written consent of each Nominee to be named in the proxy
statement as a nominee and to serve as a director if elected:
See Consents of Thomas G. Kahn and Mark E. Schwarz, attached
as Exhibits B-1 and B-2, respectively.
3. Name of the Shareholder, as it appears on the corporate books
of Haggar, is:
"IRVING DONALD & THOMAS KAHN
TR UA O6 25 79
KAHN BROTHERS & CO INC
PFT SH PL & TR"
The current business address of the Shareholder is 555 Madison
Avenue, New York, New York, 10022-3301. The Shareholder also
holds certain shares of Common Stock through the Depository
Trust Company, whose address is 55 Water Street, 50th Floor,
New York, New York, 10041.
4. Class and number of shares owned beneficially and of record by
Shareholder: As of the date hereof, Shareholder was the record
owner of at least one thousand (1,000) shares of Common Stock
and the beneficial owners of at least twenty-eight thousand
six hundred (28,600) shares of Common Stock. One or more of
the Co-trustees may be deemed to be, directly or indirectly,
the beneficial owners of as many as 837,269 of shares of
Common Stock.
5. Representation of Shareholder: The Shareholder represents that
it is the holder of record of shares of Common Stock entitled
to vote at the 2003 Meeting and that the Shareholder (or a
qualified representative of the Shareholder) shall appear in
person or by proxy at the 2003 Meeting to propose the
foregoing nominations. The Shareholder further represents that
it intends, or is part of a group that intends, to deliver a
proxy statement to stockholders to elect the Nominees, and/or
otherwise to solicit proxies from stockholders in support of
such nomination.
The Shareholder, Kahn Brothers & Co., Inc. ("Kahn Brothers"),
and the Nominees (collectively, the "Group") have entered into a Joint Filing
and Reimbursement Agreement, attached hereto as Exhibit C and incorporated by
reference, in which, among other things, (i) the Group has agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect to
the Common Stock of the Company, and (ii) Kahn Brothers has agreed to bear all
expenses incurred in connection with the Group's activities, including approved
expenses incurred by any of the parties in the solicitation of proxies or
written consents by the Shareholder. Kahn Brothers has also entered into an
indemnification letter with each of the Nominees and with the Shareholder. The
indemnification letters are attached hereto as Exhibits D, E, and F,
respectively, and are incorporated by reference. Other than as stated in this
Notice (including all attached Exhibits), there are no arrangements or
understandings between the Kahn Brothers, the Shareholder, and the Nominees or
any other person pursuant to which the nominations described herein are to be
made, other than the above-referenced consents by the Nominees to serve as
directors if elected as such.
To the extent there are in excess of two (2) vacancies of the Haggar
Board to be filled by election at the 2003 Meeting or Haggar increases the size
of Haggar's Board above its existing size, the Shareholder reserves the right to
nominate additional nominees to be elected to the Haggar Board at the 2003
Meeting. Additional nominations made pursuant to the preceding sentence are
without prejudice to the position of the Shareholder that any attempt to
increase the size of the current Haggar Board constitutes an unlawful
manipulation of Haggar's corporate machinery. If this Notice shall be deemed for
any reason by a court of competent jurisdiction to be ineffective with respect
to the nomination of the Nominees at the 2003 Meeting, or if any individual
Nominee shall be unable to serve for any reason, this Notice shall continue to
be effective with respect to the remaining Nominee(s) and as to any replacement
Nominee(s) proposed by the Shareholders. The giving of this Notice is not an
admission that the procedures for notice contained in the Bylaws are legal,
valid, or binding, and the Shareholder reserves the right to challenge their
validity.
Please address any correspondence to Kahn Brothers & Co., Inc.,
555 Madison Avenue, New York, New York, 10022-3301, Attn: Thomas G. Kahn,
telephone 212-980-5050, facsimile 212-755-5330. Please send a copy of all
correspondence to our counsel, Rooker Gibson & Later, 701 N. Green Valley
Parkway, Henderson, NV 89074, Attn: D. Heath Bailey, telephone 702-990-8100,
facsimile 702-932-5266.
Sincerely,
/s/ Thomas G. Kahn
--------------------------------------
Thomas G. Kahn, a/k/a,
"THOMAS KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC PFT SH PL
& TR," Co-trustee
/s/ Donald W. Kahn
--------------------------------------
Donald W. Kahn, a/k/a,
"DONALD KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC PFT SH PL
& TR," Co-trustee
/s/ Irving Kahn
--------------------------------------
Irving Kahn, a/k/a,
"IRVING KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC PFT SH PL
& TR," Co-trustee
EXHIBIT A
The following information is submitted pursuant to Article II,
Section 8, of the Amended and Restated Bylaws of Haggar Corp. ("Haggar"), in
connection with the foregoing notice of nomination of directors (the "Notice")
for the 2003 Meeting. This Exhibit A, along with Schedules A-1, A-2, A-3, and
A-4 hereto, is intended to furnish additional information not otherwise provided
in the Notice relating to each person nominated (collectively, the "Nominees")
by Kahn Brothers & Co. Profit Sharing Plan & Trust (the "Shareholder")
to the Board of Directors of Haggar that would be required to be disclosed in
solicitations of proxies for election for directors in an election contest, or
otherwise would be required, pursuant to and in accordance with Regulation 14A
under the Securities Exchange Act of 1934. The information provided herein is
responsive to, and complete in respect of, those provision of Reg. 14A
applicable to the Nominees, or either of them. Certain responses in the negative
may be omitted. The information provided herein reflects the best knowledge and
belief of the Nominees as of the date of the Notice.
THOMAS G. KAHN: Mr. Kahn is 60 years old. Since 1995, Mr. Kahn has
served as President of Kahn Brothers & Co., Inc. ("Kahn Brothers"), a NYSE
Member Firm. Founded in 1978 to continue a practice begun in 1929, Kahn Brothers
conducts a registered brokerage business and registered investment advisory
business with assets under management of approximately $575 million. The
principal business address of Kahn Brothers, and Mr. Kahn's business address, is
555 Madison Avenue, New York, New York 10022-3301. In addition, Mr. Kahn
currently serves as a member of the board of directors Warwick Community
Bancorp., a company with a class of securities registered pursuant to section 12
of the Exchange Act or subject to the requirements of section 15(d) of such Act.
As of the date of the Notice, Mr. Kahn is the record owner of 500
shares of common stock, $.10 par value, of Haggar (the "Common Stock"), and is
not the record holder of any shares of Common Stock that he does not
beneficially own. By virtue of his involvement with Kahn Brothers and other
related entities, Mr. Kahn is, as of the date of the Notice, a beneficial owner
of 837,269 shares of the Common Stock. Mr. Kahn has no substantial interest in
matters to be acted upon at the 2003 Meeting, except for his interest arising
from his beneficial stock ownership, his interest in being nominated and elected
as a director, and his interest in the nomination and election of Mark E.
Schwarz as a director. None of the shares of Common Stock held by Mr. Kahn was
purchased with borrowed funds. For information regarding purchases and sales
during the past two years of shares of Common Stock beneficially owned by Mr.
Kahn, see Schedule A-1. For information regarding ownership of shares of Common
Stock held by associates of Mr. Kahn, see Schedule A-3. Mr. Kahn has no
beneficial ownership of any shares of stock of any parent or subsidiary of
Haggar.
MARK E. SCHWARZ: Mr. Schwarz is 42 years old. Since 1993, Mr.
Schwarz has served as the general partner, directly or through entities he
controls, of Newcastle Partners, L.P. ("Newcastle"), a private investment firm.
The principal business address of Newcastle, and Mr. Schwarz's business address,
is 300 Crescent Court, Suite 1110, Dallas, Texas 75201. As of December 2001, Mr.
Schwarz is the managing member of Newcastle Capital Group, L.L.C., the general
partner of Newcastle Capital Management, L.P., which is the general partner of
Newcastle. Mr. Schwarz was also the Vice President of Sandera Capital
Management, L.L.C., a private investment firm associated with the Lamar Hunt
("Hunt") family from 1995 until September 1999 and a securities analyst and
portfolio manager for SCM Advisors, L.L.C., a Hunt-affiliated registered
investment advisory firm from May 1993 to 1996. Mr. Schwarz currently serves as
Chairman of the Board of Hallmark Financial Services, Inc., a
property-and-casualty insurance holding company which has a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of such Act. Mr. Schwarz is also a member of the
boards of directors of the following additional companies which have a class of
securities registered pursuant to section 12 of the Exchange Act or subject to
the requirements of section 15(d) of such Act: SL Industries, Inc., a power
supply and power motion products manufacturer; Nashua Corporation, a specialty
paper, label, and printing supplies manufacturer; Bell Industries, Inc., a
company that provides computer systems integration services, distributes
after-market parts to the recreational vehicle market, and manufactures passive
electronic components; Tandycrafts, Inc., a company that manufactures frames and
framed art; and WebFinancial Corporation, a banking and specialty finance
company. Mr. Schwarz was previously a member of the Board of Directors of Aydin
Corporation, a defense electronics manufacturer until its sale in 1999 to L-3
Communications.
Mr. Schwarz is a beneficial owner of four thousand two hundred
(4,200) shares of common stock of Haggar, and is not the record holder of any
shares of Common Stock he does not beneficially own. Mr. Schwarz has no
substantial interest in matters to be acted upon at the 2003 Meeting, except for
his interest arising from his beneficial stock ownership, his interest in being
nominated and elected as a director, and his interest in the nomination and
election of Thomas G. Kahn as a director. None of the shares of Common Stock
held by Mr. Schwarz was purchased with borrowed funds. For information regarding
purchases and sales during the last two years of shares of Common Stock
beneficially owned by Mr. Schwarz, see Schedule A-2. For information regarding
ownership of shares of Common Stock held by associates of Mr. Schwarz, see
Schedule A-4. Mr. Schwarz has no beneficial ownership of any shares of stock of
any parent or subsidiary of Haggar.
ARRANGEMENTS, UNDERSTANDINGS, CONTRACTS: Mr. Kahn and Mr. Schwarz
are each a party to separate indemnification letters with Kahn Brothers,
effective as of the date of the Notice. Copies of the indemnification letters
are submitted herewith. Additionally, Mr. Kahn, Mr. Schwarz, Kahn Brothers, and
the Shareholder have entered into a Joint Filing and Reimbursement Agreement,
effective as of the date of the Notice. A copy of the Joint Filing and
Reimbursement Agreement is submitted herewith. Neither Mr. Kahn nor Mr. Schwarz,
nor any of their respective associates, has any understandings, arrangements, or
agreements with Haggar or with any other person with respect to any future
transactions or employment with Haggar or any of Haggar's affiliates.
MISCELLANEOUS: In the past ten years, neither Mr. Kahn nor Mr.
Schwarz has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, neither Mr.
Kahn nor Mr. Schwarz has been a party to a legal proceeding described in Item
401(f) of Regulation S-K of the Exchange Act ("Regulation S-K"). Neither Mr.
Kahn nor Mr. Schwarz has any family relationship, as described in Item 401(d) of
Regulation S-K. Neither Mr. Kahn nor Mr. Schwarz, or any of their respective
associates or immediate family members, is a party to any transaction with
Haggar since October 1, 2001 involving an amount exceeding $60,000. Neither Mr.
Kahn nor Mr. Schwarz has had any business relationship, as described in Item
404(b) of Regulation S-K. Neither Mr. Kahn nor Mr. Schwarz, nor any immediate
family member or other associate of either of them, is or has been indebted to
Haggar in an amount exceeding $60,000.
[SCHEDULES A-1 through A-4 Follow]
SCHEDULE A-1
TRANSACTIONS DURING THE LAST TWO YEARS IN SHARES OF
HAGGAR CORP. BENEFICIALLY OWNED BY THOMAS G. KAHN
- --------------------------------------------------------------------------------
Shares: Transaction: Date:
10,000 BOT 7/25/2001
11,600 BOT 1/4/2002
3,400 BOT 1/8/2002
700 BOT 8/2/2001
700 BOT 8/2/2001
5,000 BOT 7/27/2001
300 BOT 5/25/2001
1,000 BOT 11/14/2002
10,000 BOT 11/5/2002
5,000 BOT 11/13/2002
5,000 BOT 11/14/2002
300 BOT 8/14/2001
200 BOT 8/6/2001
1,000 BOT 8/6/2001
1,000 BOT 4/18/2001
500 BOT 9/21/2001
3,000 BOT 10/31/2001
900 BOT 11/2/2001
100 BOT 11/6/2001
14,000 BOT 11/7/2001
2,000 BOT 11/8/2001
20,000 SOLD 12/18/2001
1,000 BOT 8/14/2001
1,000 BOT 11/8/2001
1,000 SOLD 12/18/2001
500 BOT 11/8/2001
500 SOLD 12/18/2001
8,000 BOT 11/15/2001
5,500 SOLD 12/27/2001
2,500 SOLD 12/28/2001
3,000 BOT 11/18/2002
500 BOT 8/14/2001
500 BOT 8/14/2001
700 SOLD 12/31/2000
Shares: Transaction: Date:
850 BOT 12/31/2001
1,000 BOT 11/16/2001
1,000 SOLD 12/28/2001
1,000 BOT 3/23/2001
1,000 BOT 3/28/2001
1,000 BOT 11/23/2001
1,200 BOT 9/21/2001
2,000 BOT 9/21/2001
300 BOT 9/21/2001
5,000 BOT 11/18/2002
1,500 BOT 11/21/2001
2,000 BOT 8/2/2001
2,000 BOT 10/30/2001
300 BOT 8/14/2001
450 BOT 9/19/2001
1,050 BOT 9/20/2001
200 BOT 8/1/2001
400 BOT 12/12/2000
500 BOT 7/31/2001
700 BOT 12/5/2001
3,500 SOLD 9/21/2001
1,000 BOT 1/22/2002
500 BOT 1/22/2002
300 BOT 9/21/2001
2,000 BOT 3/28/2001
300 SOLD 7/9/2002
* BOT represents Bought
SCHEDULE A-2
TRANSACTIONS DURING THE LAST TWO YEARS IN SHARES OF
HAGGAR CORP. BENEFICIALLY OWNED BY MARK E. SCHWARZ
- --------------------------------------------------------------------------------
Shares: Transaction: Date:
2,000 Bought November 20, 2002
2,000 Bought November 21, 2002
200 Bought November 25, 2002
SCHEDULE A-3
SECURITIES OF HAGGAR CORP. OWNED BENEFICIALLY,
DIRECTLY OR INDIRECTLY, BY ASSOCIATES OF THOMAS G. KAHN*
- --------------------------------------------------------------------------------
Kahn Brothers & Co., Inc. Profit Sharing Plan & Trust 29,600
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Kahn Brothers & Co., Inc. Profit Sharing Plan Voluntary 1,200
Contribution Section, Irving, Donald, Thomas Kahn TRS
Thomas Kahn Section
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Donald Kahn & Thomas G. Kahn TRS 1,500
FBO Victoria R. Kahn
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Kahn Brothers Value Fund LP 35,000
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Ackerman Institute for Family Therapy 3,500
Ruth Perl Kahn Fund
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Michele & Thomas G. Kahn Foundation Inc. 1,000
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
- --------------------------------
* Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mr. Kahn may also
be deemed to have beneficial ownership of some or all of the shares listed
herein.
Delaware Charter G&T Co., Tr. 500
FBO Michele D. Kahn IRA
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
Kahn Brothers & Partners, L.P. 25,000
C/O Kahn Brothers & Co., Inc.
555 Madison Avenue - 22nd Floor
New York, New York 10022
- ----------------------------
* Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mr. Kahn may also
be deemed to have beneficial ownership of some or all of the shares listed
herein.
SCHEDULE A-4
SECURITIES OF HAGGAR CORP. OWNED BENEFICIALLY,
DIRECTLY OR INDIRECTLY, BY ASSOCIATES OF MARK E. SCHWARZ
- --------------------------------------------------------------------------------
Newcastle Partners, L.P. 4,200 shares*
c/o Newcastle Capital Management, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
- ----------------------
* Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mark E. Schwarz
also has beneficial ownership of these shares.
EXHIBIT B-1
THOMAS GRAHAM KAHN
555 Madison Avenue
New York, New York 10022-3301
Telephone 212-980-5050 * Fax 212-755-5330
WRITTEN CONSENT OF NOMINEE
I, Thomas G. Kahn, hereby consent to my being named in a proxy statement, or
otherwise nominated, as a nominee to serve as a director of Haggar Corp., and to
serve as a director if elected.
/s/ Thomas G. Kahn
EXHIBIT B-2
WRITTEN CONSENT OF NOMINEE
I, Mark E. Schwarz, hereby consent to my being named in a proxy statement, or
otherwise nominated, as a nominee to serve as a director of Haggar Corp., and to
serve as a director if elected.
/s/ Mark E. Schwarz
EXHIBIT C
JOINT FILING AND REIMBURSEMENT AGREEMENT
WHEREAS, the Kahn Brothers & Co. Profit Sharing Plan &
Trust, under agreement dated June 25, 1979 (the "Trust"), is a stockholder of
Haggar Corp. ("Haggar"), a Nevada corporation;
WHEREAS, the Trust wishes to nominate directors to the Board of
Directors of Haggar and solicit written consents or votes to elect its nominees
to the Board of Directors of Haggar at the next annual meeting of stockholders
or other meeting of stockholders held for such purpose; and
WHEREAS, Thomas G. Kahn and Mark E. Schwarz (collectively, the
"Nominees") agree to serve as the Trust's nominees to the Board of Directors of
Haggar and to serve as directors if elected.
NOW, IT IS AGREED, as of this 27th day of November 2002, by the
parties hereto:
1. To the extent the undersigned are required to file a Schedule
13D with respect to the common stock of Haggar, they hereby
agree, in accordance with Rule 13d-l(k)(l)(iii) under the
Securities Exchange Act of 1934, as amended, to the joint
filing on behalf of each of them of such statements on Schedule
13D.
2. So long as this agreement is in effect, each of the undersigned
shall provide written notice to Olshan Grundman Frome
Rosenzweig & Wolosky LLP ("Olshan") and Rooker Gibson &
Later ("Rooker") of (i) any of their purchases or sales of the
common stock of Haggar; or (ii) any shares over which they
acquire or dispose of beneficial ownership. Notice shall be
given no later than 24 hours after each such transaction.
3. Kahn Brothers & Co., Inc. (`Kahn") hereby agrees to bear
all expenses incurred in connection with the nomination of the
Nominees to the Board of Directors of Haggar, including
expenses incurred by the Nominees in solicitation of written
consents or votes. By this Agreement, Kahn consents to expenses
incurred in connection with the retention of Olshan and Rooker
relating to the activities contemplated hereby. Notwithstanding
the foregoing, Kahn shall not be required to reimburse any
Nominee or the Trust for (i) out-of-pocket expenses incurred by
a Nominee or the Trust in the aggregate in excess of $250
without prior written approval; (ii) the value of the time of
any Nominee or the Trust; or (iii) the costs of any counsel,
other than Olshan and Rooker or any other counsel approved in
writing by the parties. A party incurring any material expenses
will inform the other parties in advance of such expenses being
incurred.
4. The relationship of the parties hereto shall be limited to
carrying on the business as described herein in accordance with
the terms of this Agreement. Such relationship shall be
construed and deemed to be for the sole and limited purpose of
carrying on such business as described herein. Nothing herein
shall be construed to authorize any party to act as an agent
for any other party, or to create a joint venture or
partnership, or to constitute an indemnification. Nothing
herein shall restrict any party's right to purchase or sell
shares of Haggar, as it deems appropriate, in its sole
discretion nor shall anything herein be construed to require
any party to deliver a written consent to any other party or to
refrain from revoking any consent after it has been given.
5. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, taken together,
shall constitute but one and the same instrument, which may be
sufficiently evidenced by one counterpart.
6. In the event of any dispute arising out of the provisions of
this agreement, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the
State of New York.
7. Any party hereto may terminate his obligations under this
agreement at any time on 72 hours written notice to all other
parties, with a copy by fax to Steven Wolosky at Olshan, Fax
No. (212) 755-1467 and Heath Bailey at Rooker, Fax No. (702)
932-5266. Each party acknowledges that Olshan and Rooker shall
act as counsel for the Trust and each of the Nominees.
[Signature Page Follows]
[Signature Page of Joint Filing and Reimbursement Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
KAHN BROTHERS & CO. PROFIT SHARING
PLAN & TRUST, UNDER AGREEMENT
DATED JUNE 25, 1979
By: /s/ Thomas G. Kahn
------------------
Thomas G. Kahn, a/k/a,
THOMAS KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC
PFT SH PL & TR, CO-TRUSTEE
By: /s/ Donald W. Kahn
------------------
Donald W. Kahn, a/k/a,
DONALD KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC
PFT SH PL & TR, CO-TRUSTEE
By: /s/ Irving Kahn
-------------------
Irving Kahn, a/k/a,
IRVING KAHN TR UA 06 25 79
KAHN BROTHERS & CO INC
PFT SH PL & TR, CO-TRUSTEE
KAHN BROTHERS & CO., INC.
By: /s/ Thomas G. Kahn
------------------
Name: Thomas G. Kahn
Title: President
[Signature Page of Joint Filing and Reimbursement Agreement]
NOMINEES
/s/ Thomas G. Kahn
------------------
Thomas G. Kahn
555 Madison Avenue
New York, New York 10022
/s/ Mark E. Schwarz
--------------------
Mark E. Schwarz
Newcastle Capital Management, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
EXHIBIT D
INDEMNIFICATION LETTER OF THOMAS G. KAHN
Kahn Brothers & Co., Inc.
555 Madison Avenue, 22nd Floor New York, New York 10022
(212) 980-5050 . Fax (212) 755-5330
November 27, 2002
Mr. Thomas G. Kahn
Kahn Brothers & Co., Inc.
555 Madison Avenue, 22nd Floor
New York, New York 10022
Re: Haggar Corp.
-----------
Dear Mr. Kahn:
Thank you for agreeing to serve as a nominee (a "Nominee") to the
Board of Directors of Haggar Corp. ("Haggar") in the proxy solicitation that
Kahn Brothers & Co., Inc. Pension and Profit Sharing Plan ("KBPP") and
certain other parties are considering undertaking to nominate and elect
directors at the Haggar Corp. 2003 Annual Meeting of Stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof. Your outstanding
qualifications, we believe, will prove a valuable asset to Haggar Corp. and all
of its stockholders. This letter will set forth the terms of our agreement.
Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and
hold you harmless against any and all claims of any nature, whenever brought,
arising from the proxy solicitation by KBPP and any transaction directly related
to the proxy solicitation (each, a "Related Transaction"), irrespective of the
outcome; provided, that this indemnification agreement and all of KB&CO's
obligations hereunder may be immediately terminated by KB&CO in its sole
discretion, by giving written notice of termination to you in the event that you
withdraw as a Nominee or KS&CO requires you to withdraw in its sole
discretion. This indemnification will include any and all (each, a "Loss")
losses, liabilities, damages, demands, claims, suits, actions, judgments, or
causes of action, assessments, reasonable costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys' fees, and any and all
reasonable costs and expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation asserted
against, resulting, imposed upon, or incurred or suffered by you, directly or
indirectly, as a result of or arising from the proxy solicitation by KBPP and
any Related Transaction, except to the extent that any such Loss is caused by
your gross negligence or willful misconduct or unauthorized acts.
In the event that a claim or Loss is asserted against you for which
you may seek indemnification pursuant to the prior paragraph, you shall give
KB&CO written notice of such claim or Loss and shall cooperate in the
defense thereof. Upon receipt of such written notice, KB&CO will provide you
with counsel to represent you. You will not compromise, settle or pay any claim
or loss for which you may seek indemnification pursuant to this letter agreement
without the prior written consent of KB&CO. In addition, you will be
reimbursed promptly for all indemnifiable Losses suffered by you and for all
reasonable out-of-pocket expenses incurred by you relating to the proxy
solicitation and any Related Transaction.
If you agree to the foregoing terms, please sign below to indicate
your acceptance.
Sincerely,
KAHN BROTHERS & CO., INC.
/s/ Irving Kahn
-------------------------------
Irving Kahn, Chairman
ACCEPTED AND AGREED:
/s/ Thomas G. Kahn
- ------------------
Thomas G. Kahn
EXHIBIT E
INDEMNIFICATION LETTER OF MARK E. SCHWARZ
Kahn Brothers & Co., Inc.
555 Madison Avenue, 22nd Floor New York, New York 10022
(212) 980-5050 . Fax (212) 755-5330
November 26, 2002
Mr. Mark Schwarz
Newcastle Partners, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
Re: Haggar Corp.
------------
Dear Mr. Schwarz:
Thank you for agreeing to serve as a nominee (a "Nominee") to the
Board of Directors of Haggar Corp. ("Haggar") in the proxy solicitation that
Kahn Brothers & Co., Inc. Pension and Profit Sharing Plan ("KBPP") and
certain other parties are considering undertaking to nominate and elect
directors at the Haggar Corp. 2003 Annual Meeting of Stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof. Your outstanding
qualifications, we believe, will prove a valuable asset to Haggar Corp. and all
of its stockholders. This letter will set forth the terms of our agreement.
Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and
hold you harmless against any and all claims of any nature, whenever brought,
arising from the proxy solicitation by KBPP and any transaction directly related
to the proxy solicitation (each, a "Related Transaction"), irrespective of the
outcome; provided, that this indemnification agreement and all of KB&CO's
obligations hereunder may be immediately terminated by KB&CO in its sole
discretion, by giving written notice of termination to you in the event that you
withdraw as a Nominee or KS&CO requires you to withdraw in its sole
discretion. This indemnification will include any and all (each, a "Loss")
losses, liabilities, damages, demands, claims, suits, actions, judgments, or
causes of action, assessments, reasonable costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys' fees, and any and all
reasonable costs and expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation asserted
against, resulting, imposed upon, or incurred or suffered by you, directly or
indirectly, as a result of or arising from the proxy solicitation by KBPP and
any Related Transaction, except to the extent that any such Loss is caused by
your gross negligence or willful misconduct or unauthorized acts.
In the event that a claim or Loss is asserted against you for which
you may seek indemnification pursuant to the prior paragraph, you shall give
KB&CO written notice of such claim or Loss and shall cooperate in the
defense thereof. Upon receipt of such written notice, KB&CO will provide you
with counsel to represent you. You will not compromise, settle or pay any claim
or loss for which you may seek indemnification pursuant to this letter agreement
without the prior written consent of KB&CO. In addition, you will be
reimbursed promptly for all indemnifiable Losses suffered by you and for all
reasonable out-of-pocket expenses incurred by you relating to the proxy
solicitation and any Related Transaction.
If you agree to the foregoing terms, please sign below to indicate
your acceptance.
Sincerely,
KAHN BROTHERS & CO., INC.
/s/ Thomas G. Kahn
----------------------------------
Thomas G, Kahn, President
ACCEPTED AND AGREED:
/s/ Mark E. Schwarz
- -------------------
Mark E. Schwarz
EXHIBIT F
INDEMNIFICATION LETTER OF KAHN BROTHERS & CO. PROFIT SHARING PLAN & TRUST
Kahn Brothers & Co., Inc.
555 Madison Avenue, 22nd Floor New York, New York 10022
(212) 980-5050 . Fax (212) 755-5330
November 27, 2002
Kahn Brothers & Co., Inc. Profit Sharing Plan & Trust
c/o Kahn Brothers & Co., Inc.
555 Madison Avenue, 22nd Floor
New York, New York 10022
Re: Haggar Corp.
------------
Dear Mr. Kahn:
Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and
hold you harmless against any and all claims of any nature, whenever brought,
arising from the proxy solicitation by KBPP and any transaction directly related
to the proxy solicitation (each, a "Related Transaction"), irrespective of the
outcome; provided, that this indemnification agreement and all of KB&CO's
obligations hereunder may be immediately terminated by KB&CO in its sole
discretion, by giving written notice of termination to you in the event that you
withdraw as a Nominee or KS&CO requires you to withdraw in its sole
discretion. This indemnification will include any and all (each, a "Loss")
losses, liabilities, damages, demands, claims, suits, actions, judgments, or
causes of action, assessments, reasonable costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys' fees, and any and all
reasonable costs and expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation asserted
against, resulting, imposed upon, or incurred or suffered by you, directly or
indirectly, as a result of or arising from the proxy solicitation by KBPP and
any Related Transaction, except to the extent that any such Loss is caused by
your gross negligence or willful misconduct or unauthorized acts.
In the event that a claim or Loss is asserted against you for which
you may seek indemnification pursuant to the prior paragraph, you shall give
KB&CO written notice of such claim or Loss and shall cooperate in the
defense thereof. Upon receipt of such written notice, KB&CO will provide you
with counsel to represent you. You will not compromise, settle or pay any claim
or loss for which you may seek indemnification pursuant to this letter agreement
without the prior written consent of KB&CO. In addition, you will be
reimbursed promptly for all indemnifiable Losses suffered by you and for all
reasonable out-of-pocket expenses incurred by you relating to the proxy
solicitation and any Related Transaction. You agree to take no action relating
to the proposed proxy solicitation, including but not limited to any action that
could result in any potential claims or Losses.
If you agree to the foregoing terms, please sign below to indicate
your acceptance.
Sincerely,
KAHN BROTHERS & CO., INC.
/s/ Irving Kahn
-------------------------------
Irving Kahn, Chairman
ACCEPTED AND AGREED:
/s/ Thomas G. Kahn
- --------------------------
Thomas G. Kahn, Co-Trustee
Item 2:
KAHN BROTHERS & CO., INC.
555 MADISON AVENUE
NEW YORK, NEW YORK 10022
December 4, 2002
BY FACSIMILE AND FEDERAL EXPRESS
- --------------------------------
J. M. Haggar, III
Chairman of Board
Haggar Corp.
6311 Lemmon Avenue
Dallas, Texas 75209
Re: Request for Board Representation
--------------------------------
Dear Mr. Haggar:
Reference is made to the nomination letter dated November 27, 2002
to Haggar Corp. (the "Company") nominating two nominees to the Board of
Directors of the Company (the "Haggar Board"). As you know, we strongly believe
that our rights, and the rights of the other stockholders who share our views,
must be preserved and that it is in our best interests that our rights be
directly represented on the Haggar Board. Consequently, we would like to request
that you and the other members of the Haggar Board reconsider your position and
grant our request to appoint me as a director of the Company. If I am appointed
to the Haggar Board, we will refrain from soliciting proxies to elect our
nominees to the Haggar Board at the next annual meeting of the stockholders of
the Company and the Company will be saved from conducting an unnecessary proxy
contest.
As you know, on November 14, 2002 we requested from the Company a
copy of its stockholder ledger to be used for, among other things, our
solicitation of proxies for the election of nominees to the Haggar Board. In
response to our request for stockholder ledger, the Company filed a Complaint
for Declaratory Relief (the "Complaint") on November 22, 2002, in the District
Court of Clark County, Nevada. The Complaint alleged various deficiencies in our
demand letter and sought a declaration of my rights to the Company's stockholder
ledger. We believe this action is an unnecessary waste of the Company's assets
and has been undertaken to chill our efforts to conduct a proxy contest. This
effort by the Company will be unsuccessful and we believe that the Company
should not waste any more effort in this regard.
Although we vigorously deny that the demand letter was in any way
deficient, we will shortly send to the Company a revised demand letter for its
stockholder ledger that addresses the deficiencies you have raised in the
Complaint. In view of the revised demand letter, we would also like to ask that
you have the Company withdraw the Complaint immediately to prevent any further
waste of corporate assets. We hope that you will respect the democratic process
and allow the stockholders of the Company to exercise their right to vote for
shareholder nominated representatives to the Haggar Board in contrast to
management nominated representatives without entering into any other litigation
related either to the stockholder ledger or to the upcoming proxy contest,
including but not limited to the nomination letter.
If you would like to discuss this matter further or have any
questions, please feel free to call Thomas G. Kahn at (212) 980-5050, D. Heath
Bailey at (702) 990-8100 or Steven Wolosky at (212) 451-2333. I would welcome a
call.
Very truly yours,
/s/Thomas G. Kahn
cc: Frank D. Braken, director Haggar Corp.
Rae F. Evans, director Haggar Corp.
Richard W Heath, director Haggar Corp.
John C. Tolleson, director Haggar Corp.
SUPLEMENTAL INFORMATION
The Trust intends to make a preliminary filing with the SEC of proxy
materials to be used to solicit votes for the election of the Trust's nominees
at the next Annual Meeting. The Trust strongly advises all stockholders of the
Company to read the proxy statement and any other relevant documents when it is
available because it will contain important information. Such proxy statement
and any other relevant documents will be available at no charge on the SEC's web
site at www.sec.gov.
The Trust beneficially owns 29,600 shares of common stock, $.10 par
value of the Company (the "Common Stock"). Kahn Brothers beneficially owns
784,669 shares of Common Stock which are held in the names of its investment
advisory clients. Messrs. Thomas G. Kahn and Mark E. Schwarz beneficially own
837,269 and 4,200 shares of Common Stock, respectively. Each of Kahn Brothers,
the Trust, Thomas G. Kahn and Mark E. Schwarz (collectively, the "Participants")
may be deemed participants in the solicitation of proxies in respect of the
annual meeting and the matters to be voted on. Additional information regarding
the Participants is included in their Schedule 13D, as amended, jointly filed
with the SEC on December 4, 2002.
