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 January 6, 2003, Kahn Brother & Co., Inc. issued a
press release reporting its filing of a Preliminary proxy Statement on January
3, 2003.
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Item 1:
CONTACTS:
MacKenzie Partners, Inc.
Jeanne M. Carr (212) 929-5916
Dan H. Burch (212) 929-5748
For Immediate Release:
Kahn Brothers Files Preliminary Proxy Statement to Elect Two Directors
To the Board of Directors of Haggar Corp.
New York, NY--January 6, 2003 -- Kahn Brothers & Co., Inc. ("Kahn Brothers")
announced today that it has filed a Preliminary Proxy Statement with the
Securities and Exchange Commission to solicit proxies to elect a slate of two
nominees to the Board of Directors of Haggar Corp. (NASDAQ:HGGR) at Haggar's
2003 Annual Meeting of Stockholders.
In its proxy materials, Kahn Brothers is seeking to elect two director nominees
to replace two incumbent directors, if renominated, because it believes that
Haggar's Board of Directors has not acted in the best interest of Haggar's
stockholders. Kahn Brothers and persons and entities affiliated with it own an
aggregate of 837,269 shares (13% of the outstanding shares) and believe that
they represent one of the largest stockholders of Haggar. Kahn Brothers has
expressed disappointment in Haggar's financial results and corporate governance
record. Accordingly, they believe that a change in the composition of the Board
of Directors is necessary and are urging stockholders to support the election of
Messrs. Thomas G. Kahn and Mark E. Schwarz.
Kahn Brothers, a New York Stock Exchange member firm, is an investment advisor
with approximately $575 million of institutional and private client funds under
management. Thomas G. Kahn is the President of Kahn Brothers, a Chartered
Financial Analyst and has 36 years of experience in the securities industry.
Mark E. Schwarz has served as the general partner, directly or through entities
he controls, of Newcastle Partners, L.P., a private investment firm based in
Dallas Texas, a stockholder of Haggar Corp.
ON JANUARY 3, 2003, KAHN BROTHERS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") A PRELIMINARY PROXY STATEMENT IN CONNECTION WITH THE
2003 ANNUAL MEETING OF STOCKHOLDERS OF HAGGAR CORP. (THE "ANNUAL MEETING"). KAHN
BROTHERS WILL PREPARE AND FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE ANNUAL MEETING. YOU SHOULD READ THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
YOU MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT AND OTHER PROXY
MATERIALS WHEN THEY BECOME AVAILABLE AT THE SEC'S INTERNET WEB SITE AT
WWW.SEC.GOV OR BY CONTACTING MACKENZIE PARTNERS, INC. AT (800) 322-2885
(TOLL-FREE) OR (212) 929-5500 (CALL COLLECT) OR VIA EMAIL AT
PROXY@MACKENZIEPARTNERS.COM. DETAILED INFORMATION REGARDING THE IDENTITY AND
INTERESTS OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES RELATING TO THE ANNUAL MEETING IS AVAILABLE IN THE PRELIMINARY PROXY
STATEMENT FILED WITH THE SEC ON JANUARY 3, 2003.
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