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 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. 2 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. 3 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 4 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. 5
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DFAN14A Filing
Kahn Brothers DFAN14AAdditional proxy materials by non-management
Filed: 19 Dec 02, 12:00am