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
MAXWORLDWIDE, INC.
(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
(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.
(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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On September 25, 2002, Newcastle Partners, L.P. ("Newcastle") sent,
and published as a press release, the following letter to MaxWorldwide, Inc.
(the "Company"):
NEWCASTLE PARTNERS, L.P.
200 Crescent Court, Suite 670
Dallas, Texas 75201
September 25, 2002
BY FAX AND FEDERAL EXPRESS
Board of Directors
MaxWorldwide, Inc.
50 West 23rd Street
Fourth Floor
New York, New York 10010
Dear Members of the Board:
On September 18, 2002 Newcastle Partners, L.P. submitted an offer to
acquire MaxWorldwide, Inc. ("MaxWorldwide" or the "Company") for $.75 per share
in cash, representing approximately a 74% premium to MaxWorldwide's market price
on the day prior to the offer. In that letter we expressed our interest in
proceeding forward immediately and working together with the Company, and
requested the Company's representatives to contact us directly to address any
questions the Board might have. Since that time, there has been a deafening
silence from the Company. We have not been contacted by the Company nor has the
Company made any public announcement regarding our offer -- its only public
statement occurred when a spokesman for MaxWorldwide responded to a question
with the response, "We have never heard of [Newcastle] and have never been
approached." This statement was later retracted. We assume the reason for the
retraction was the fact that I met with officers of the Company at the Company's
offices in May 2002; we have also sent correspondence to the Company and we have
attempted to contact various Company officers via telephone and email numerous
additional times, without success.
The Board has a fiduciary obligation to seriously consider our
offer, which we believe is superior to any strategy disclosed by the Board and
current management, and is the best alternative for MaxWorldwide's stockholders.
WE ARE FIRMLY COMMITTED TO MOVING FORWARD WITH OUR PLANS TO ACQUIRE
MAXWORLDWIDE. Failure to accept our plan or to provide a realistic, actionable
alternative in the immediate future would reflect a complete disregard of the
fiduciary duties that the Board owes to MaxWorldwide's stockholders.
MaxWorldwide's lack of responsiveness to us is reflective of its
lack of responsiveness to its stockholders over the past several months.
Unfortunately, MaxWorldwide has a history of not responding to stockholders. On
behalf of Newcastle and the other stockholders, we call on the Board to commence
the following:
o To release all financial information for the quarter ended June 30,
2002 as soon as possible, and to immediately disclose information
about cash balances, a number that would not be affected by the
"misclassifications" for which MaxWorldwide delayed the release of
the financial statements;
o To announce the anticipated release date of restated financial
results for prior periods;
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o To take questions from stockholders during investor conference
calls;
o To schedule the Company's 2002 Annual Meeting of Stockholders;
o To announce the status of the pending investigation of MaxWorldwide
by each of the NASD and Securities and Exchange Commission;
o To explain why the Company allowed its NASDAQ listing to lapse
without warning to stockholders, resulting in trading of the common
stock being relegated to the "pink sheets;"
o To more thoroughly review why the Company suddenly changed its
strategy from selling the Company to acquiring another business and
why such strategy is superior to our offer; and
o To announce the measures taken by MaxWorldwide to comply with the
spirit as well as the provisions of the Sarbanes-Oxley Act of 2002,
and related improvements to MaxWorldwide's corporate governance
policies.
We are ready, willing and able to proceed forward with our offer.
Please contact me at (214) 664-7474 to discuss any questions the Board might
have or whether it would like additional information. We stand ready to discuss
with the Board and members of management any aspect of our proposal.
Very truly yours,
Newcastle Partners, L.P.
By: Newcastle Capital Management, L.P., its general partner
By: Newcastle Capital Group, L.L.C., its general partner
By: /s/ Mark E. Schwarz
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Mark E. Schwarz, Managing Member
Newcastle is a member of The MaxWorldwide Full Value Committee (the
"Committee"). The Committee intends to make a preliminary filing with the SEC of
proxy materials to be used to solicit votes for the election of its nominees at
MaxWorldwide's next Annual Meeting of Stockholders.
Newcastle strongly advises all stockholders of MaxWorldwide to read
the proxy statement when it is available because it will contain important
information. Such proxy statement will be available at no charge on the SEC's
web site at http://www.sec.gov.
Newcastle Partners, L.P. is a participant in The MaxWorldwide Full
Value Committee. In the aggregate, members of the Committee beneficially own
2,751,562 shares of Common Stock. Additional information regarding the
participants in The MaxWorldwide Full Value Committee is included in the
Schedule 13D, as amended, filed with the SEC by the participants on September
19, 2002.
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