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.
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(Name of Registrant as Specified in Its Charter)
KAHN BROTHERS & CO., INC.
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(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
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(2) Aggregate number of securities to which transaction applies: Not
applicable
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(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
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(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.
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(1) Amount Previously Paid: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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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.
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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
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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
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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.
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