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 shareholders 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 18, 2002, Thomas G. Kahn sent a letter to the
Chief Executive Officer of the Company opposing allegations which appeared in
the Company's press release dated December 16, 2002 and requesting that the
Company schedule a date for the Annual Meeting.
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Item 1:
KAHN BROTHERS & COMPANY, INC.
Investment Management
555 Madison Avenue
New York, New York 10022-3301
December 18, 2002
Via Federal Express and Fax - (603) 643-2566
Mr. Joe Haggar, III
Haggar Corp.
6311 Lemmon Avenue
Dallas, Texas 75209
Dear Mr. Haggar:
While we are pleased that Haggar Corporation has partially complied
with our request for certain books and records relating to the shareholder
records of the company, we are disappointed that it has decided to continue its
frivolous lawsuit and not to provide us with certain legitimate shareholder
records in connection with our potential proxy contest. You have also decided to
actively conduct a public relations campaign against us as evidenced by Haggar
Corporation's press release dated December 16, 2002. It is quite apparent that
the press release mischaracterizes both our requests to examine shareholder
records and our belief that representatives of institutional shareholders
committed to the principles of good corporate governance should be appointed to
the Board of Directors.
Investment professionals serve on the Boards of numerous companies
and their interests are clearly aligned with the interests of all shareholders,
i.e., to maximize shareholder value. To suggest that we would have a conflict of
interest if we joined the Board is both inappropriate and misleading. I can
assure you that if we are elected to the Board we will, consistent with our
fiduciary duties, abide by all insider trading rules and protect the
confidentiality of all information provided to us as directors. The interests of
my client shareholders are the same as those of all long-suffering Haggar
Corporation shareholders. You also know that both I and my associates at Kahn
Brothers and other institutional shareholders have made numerous constructive
suggestions for consideration by the Board of Directors over the last number of
years in order to build shareholder value. One can raise very serious questions
about the efforts of our Board and the disappointing results it has achieved in
view of Haggar Corporation's performance over the last number of years.
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We believe that Haggar Corporation should discontinue its
unnecessary litigation, schedule a date for the annual meeting of shareholders
and allow each of us to present our platform to shareholders for a vote. We
believe shareholders will vote for a new slate which is committed to
constructive change and the creation of shareholder value and not one handpicked
by existing management. We are significant shareholders, are committed to
principles of sound corporate governance, intend to present our ideas both now
and in the future and are not going away.
We also understand that one of our concerns with deficiencies of
this Board with respect to shareholder relations is apparently now being
addressed. The Board of Directors has retained Thompson Financial Corp. Group to
provide investor relationship services and management has commenced an unusual
campaign to meet with institutional shareholders. (My advice that proxy contests
divert management's attention from running the corporation's business was
ignored and is proving so true.) We trust that the focus of your investor
relations program will be to keep an open dialogue with institutional investors
and not merely to seek institutional votes for management's handpicked slate in
anticipation of our potential proxy contest.
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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