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 December 13, 2002, Thomas G. Kahn sent a letter to the Chief Executive Officer of the Company informing him that Kahn Brothers has retained MacKenzie Partners, Inc. to assist in a possible proxy contest and reiterated Kahn Brothers' willingness and readiness to discuss its proposal regarding representation to the Board of Directors of the Company. 2 Item 1: KAHN BROTHERS & CO., INC. 555 MADISON AVENUE NEW YORK, NEW YORK 10022 December 13, 2002 BY FACSIMILE AND FEDERAL EXPRESS - -------------------------------- J. M. Haggar, III Chief Executive Officer Haggar Corp. 6311 Lemmon Avenue Dallas, Texas 75209 Re: Request for Board Representation -------------------------------- Dear Mr. Haggar: We have been advised by Winston Oxley of Vinson & Elkins L.L.P., counsel to Haggar Corp. (the "Company"), that the Board of Directors of the Company (the "Board") met last December 11, 2002 but has not yet taken a position with regard to our request for one seat in the Board. Accordingly, we have retained the services of MacKenzie Partners, Inc., a proxy solicitations firm, to assist in the possible proxy contest to elect the nominees of Kahn Brothers & Co. Profit Sharing Plan & Trust to the Board at the Company's next annual meeting. In this regard, we hope that you will ensure that the Company makes the list of shareholders available to us for inspection on or before December 17, 2002 and that you discontinue your litigation to deny us access to the shareholders list. We would also like to reiterate our willingness and readiness to discuss with the Company our proposal to appoint our representative to the Board to avoid the possible proxy contest referred to above. If you do not wish to discuss our proposal any further, we hope that you will allow the election of directors to be promptly put before the Company's shareholders. I would welcome a call. Very truly yours, /s/Thomas G. Kahn ----------------- 3 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 http://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. 4
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DFAN14A Filing
Kahn Brothers DFAN14AAdditional proxy materials by non-management
Filed: 13 Dec 02, 12:00am