Exhibit 99.2
VOTING AGREEMENT
In consideration of VF Corporation, a Pennsylvania corporation ("Parent"),
and Voyager Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Subsidiary"), entering into on the date hereof an
Agreement and Plan of Merger (the "Merger Agreement") dated as of the date
hereof with Nautica Enterprises, Inc., a Delaware corporation (the "Company"),
which provides, among other things, that Merger Subsidiary, upon the terms and
subject to the conditions thereof, will be merged with and into the Company
(the "Merger") and each outstanding share of common stock, $0.10 par value, of
the Company (the "Common Stock") will be converted into the right to receive
the Merger Consideration (as defined in the Merger Agreement), each of the
undersigned holders (each, a "Stockholder" and together, the "Stockholders") of
shares of Common Stock agrees with Parent and Merger Subsidiary as follows:
1. During the period (the "Agreement Period") beginning on the date hereof
and ending on the earlier of (i) the Effective Time (as defined in the Merger
Agreement) and (ii) the termination of the Merger Agreement, each Stockholder
hereby agrees to vote the shares of Common Stock set forth opposite its name in
Schedule A hereto (the "Schedule A Shares") and any other shares of Common
Stock such Stockholder is entitled to vote at the time of such vote
("Additional Shares") to approve and adopt the Merger Agreement, the Merger and
all agreements related to the Merger that are specifically contemplated by the
Merger Agreement and any actions directly and reasonably related thereto that
are specifically contemplated by the Merger Agreement at any meeting or
meetings of the stockholders of the Company, and at any adjournment thereof or
pursuant to action by written consent, at or by which such Merger Agreement,
the Merger, such agreements or such other actions, are submitted for the
consideration and vote of the stockholders of the Company. Notwithstanding any
provision of this Voting Agreement to the contrary, nothing in this Voting
Agreement shall limit or restrict any Stockholder from acting in such
Stockholder's capacity as a director or officer of the Company (it being
understood that this Agreement shall apply to Stockholders solely in
Stockholders' capacity as Stockholders of the Company).
2. During the Agreement Period, each Stockholder hereby agrees that it
will not vote any of its Schedule A Shares or Additional Shares in favor of the
approval of any other merger, consolidation, sale of assets, reorganization,
recapitalization, liquidation or winding up of the Company or any other
extraordinary transaction involving the Company or any corporate action the
consummation of which would either frustrate in any material respect the
purposes of, or prevent or delay the consummation of, the transactions
contemplated by the Merger Agreement.
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3. During the Agreement Period, each Stockholder hereby irrevocably
appoints Parent as proxy for and on behalf of such Stockholder to vote
(including, without limitation, the taking of action by written consent) such
Stockholder's Schedule A Shares and Additional Shares, for and in the name,
place and stead of such Stockholder for the matters and in the manner
contemplated by paragraph 1 above.
4. During the Agreement Period, each Stockholder will not, directly or
indirectly, (i) solicit, initiate or knowingly take any action designed to
facilitate the submission of any Acquisition Proposal (as defined in the Merger
Agreement) or (ii) engage in negotiations or discussions with, or furnish any
nonpublic information relating to the Company or any of its Subsidiaries (as
defined in the Merger Agreement) or knowingly afford access to the properties,
books or records of the Company or any of its Subsidiaries (other than such
components of such businesses, properties or assets that are generally
accessible to the public) to, any Third Party (as defined in the Merger
Agreement) that to the knowledge of such Stockholder is seeking to make, or has
made, an Acquisition Proposal. Each Stockholder agrees to notify Parent
promptly (but in no event later than 48 hours) after receipt by such
Stockholder in such capacity (or any of its advisors) of any Acquisition
Proposal or of any request for information relating to the Company or any of
its Subsidiaries or for access to the business, properties, assets, books or
records of the Company or any of its Subsidiaries (other than such components
of such businesses, properties or assets that are generally accessible to the
public) by any Third Party that to the knowledge of such Stockholder is seeking
to make, or has made, an Acquisition Proposal. Each Stockholder agrees to keep
Parent fully informed, in all material respects, on a prompt basis, of the
status and material details of any such Acquisition Proposal, indication or
request of which he is aware. The provisions of this Section 4 shall not be
construed to limit acts taken by any Stockholder in his capacity as an officer
or director of the Company and any such action by the Stockholder in his
capacity as a director or officer of the Company that is taken in accordance
with Section 6.03 of the Merger Agreement (or any action by David Chu in
accordance with Section 8(c) of the Purchase Agreement) shall be deemed not to
be a violation of this Voting Agreement.
5. Each Stockholder hereby agrees not to exercise any rights (including,
without limitation, under Section 262 of the Delaware General Corporation Law)
to demand appraisal of any shares of Common Stock owned by such Stockholder in
connection with the Merger.
6. Each Stockholder hereby represents and warrants to Parent that as of
the date hereof:
(a) Such Stockholder (i) owns beneficially all of the shares of
Common Stock set forth opposite such Stockholder's name in Schedule A
hereto, (ii) has the full legal capacity to enter into, execute and
deliver this
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Voting Agreement without the consent or approval of any other Person (as
defined in the Merger Agreement) and (iii) has not entered into any voting
agreement with or granted any Person any proxy (revocable or irrevocable)
with respect to such shares (other than this Voting Agreement).
(b) Such Stockholder has duly executed and delivered this Agreement.
(c) No investment banker, broker or finder is entitled to a
commission or fee from such Stockholder in respect of this Agreement based
upon any arrangement or agreement made by or on behalf of such
Stockholder.
7. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting Agreement.
8. This Voting Agreement may be executed in two or more counterparts each
of which shall be an original with the same effect as if the signatures hereto
and thereto were upon the same instrument.
9. The parties hereto agree that if for any reason any party hereto shall
have failed to perform its obligations under this Voting Agreement, then the
party seeking to enforce this Agreement against such non-performing party shall
be entitled to specific performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief. This provision is without prejudice to any other
rights or remedies, whether at law or in equity, that any party hereto may have
against any other party hereto for any failure to perform its obligations under
this Voting Agreement.
10. This Voting Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflict of law
rules of such state.
11. The Stockholder will, upon request, execute and deliver any additional
documents reasonably necessary or desirable to complete and effectuate the
covenants contained herein.
12. This Voting Agreement shall terminate, and the proxy granted herein
shall cease to be irrevocable, upon the expiration of the Agreement Period
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and thereafter this Voting Agreement shall be of no further force or effect and
there shall be no liability on the part of any proxy with respect thereto.
13. The Stockholder hereby agrees that if it sells, transfers, assigns,
encumbers or otherwise disposes (each, a "Transfer") of any Schedule A Shares
during the Agreement Period, such Stockholder shall require the transferee of
such Schedule A Shares to execute and deliver to Parent, Merger Subsidiary and
the Company a voting agreement identical in form to this Voting Agreement
except for the identity of the Stockholder prior to or concurrent with the
consummation of such Transfer.
14. Nothing in this Agreement, express or implied, shall confer on any
person other than the parties hereto, and their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement. The obligations of each Stockholder under this Agreement shall
be several and not joint.
15. All notices, requests and other communications to any party hereunder
shall be in writing (including telecopy or similar writing) and shall be given,
If to Parent or Merger Subsidiary, to:
VF Corporation
105 Corporate Center Boulevard
Greensboro, North Carolina 27408
Attention: Candace Cummings
Facsimile: 336-424-7696
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Facsimile: 212-450-3800
If to Mr. Harvey Sanders, to:
Mr. Harvey Sanders
Nautica Enterprises, Inc.
40 West 57th Street
7th Floor
New York, New York 10019
Facsimile: 212-632-4353
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with a copy to:
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
Attention: Kenneth A. Lefkowitz
Facsimile: 212-422-4726
If to the Harvey Sanders Grantor Retained Income Trust, to:
Charles M. Modlin, Esq.
As trustee under the Harvey Sanders Grantor Retained
Income Trust
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Facsimile No.: 212-735-8708
If to Mr. David Chu, to:
Mr. David Chu
610 Park Avenue
New York, New York 10021
Facsimile No.: 212-517-8638
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Daniel S. Sternberg
Facsimile: 212-225-3999
or such other address or facsimile number as such party may hereafter specify
for the purpose of notice to the other parties hereto. Each such notice,
request or other communication shall be effective (a) if given by facsimile,
when such facsimile is transmitted to the facsimile number specified in this
Section and the appropriate facsimile confirmation is received or (b) if given
by any other means, when delivered at the address specified in this Section.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of the 7th day of July, 2003.
VF CORPORATION
By: /s/ Mackey J. McDonald
---------------------------------
Name: Mackey J. McDonald
Title: Chairman, President & CEO
VOYAGER ACQUISITION CORPORATION
By: /s/ Candace S. Cummings
---------------------------------
Name: Candace S. Cummings
Title: Vice President
HARVEY SANDERS
/s/ Harvey Sanders
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HARVEY SANDERS GRANTOR
RETAINED INCOME TRUST
By: /s/ Charles M. Modlin, Trustee
---------------------------------
Charles M. Modlin, Trustee
DAVID CHU
/s/ David Chu
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SCHEDULE A
Shares of Company
Stockholder Common Stock
- ----------- ------------
Harvey Sanders 2,104,394
Harvey Sanders Grantor Retained
Income Trust 1,200,000
David Chu 409,947