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 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 November 27, 2002, the Trust sent a letter to the Secretary of the Company nominating Messrs. Thomas G. Kahn and Mark E. Schwarz as directors to be elected in the next Annual Meeting. Item 2: On December 4, 2002, Thomas G. Kahn sent a letter to the Chairman of the Board of Directors of the Company (the "Board") requesting that the Board reconsider its position and appoint Mr. Kahn as a director of the Company and have the Company withdraw the Complaint for Declaratory Relief it filed on November 22, 2002, in the District Court of Clark County, Nevada. Item 1: DIRECTOR NOMINATION LETTER KAHN BROTHERS & CO., INC. 555 MADISON AVENUE, NEW YORK, NEW YORK 10022 November 27, 2002 Corporate Secretary Haggar Corp. 6113 Lemmon Ave. Dallas, TX 75209 Re: Notice of Intention to Nominate Individuals for Election as Directors at the 2003 Annual Meeting of Stockholders of Haggar Corp. ("Haggar" or the "Company") ----------------------------------------------------------- Dear Mr. Tehle: Thomas G. Kahn, Donald W. Kahn, and Irving Kahn (collectively, the "Co-trustees"), as Co-trustees, and solely in their capacities as such, for the Kahn Brothers & Co. Profit Sharing Plan & Trust, under agreement dated June 25, 1979 (the "Trust"), are owners of record of at least one thousand (1,000) shares of common stock, $.10 par value per share of Haggar (the "Common Stock"). The Co-trustees and the Trust are referred to collectively herein as the "Shareholder." By this letter, and all exhibits attached hereto (the "Notice"), the Shareholder hereby nominates and notifies you of its intent to nominate Thomas G. Kahn and Mark E. Schwarz (each a "Nominee" and collectively, the "Nominees") to be elected to the Board of Directors of Haggar (the "Haggar Board") at the 2003 annual meeting of stockholders of Haggar, or at any other meeting of stockholders held in lieu thereof, including any and all adjournments, postponements, re-schedulings, or continuations thereof (collectively, the "2003 Meeting"). Neither of the Nominees is over the age of 67. This Notice is given pursuant to the advance notice requirements of Article II, Section 8 of the Amended and Restated Bylaws of Haggar (the "Bylaws"). The Shareholder hereby sets forth the information and representations required pursuant to Section 8 of the Bylaws as follows: 1. Information relating to the Nominees required to be disclosed in solicitations of proxies for election of directors in an election contest, or otherwise required, pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"): See information attached as Exhibit A. 2. Written consent of each Nominee to be named in the proxy statement as a nominee and to serve as a director if elected: See Consents of Thomas G. Kahn and Mark E. Schwarz, attached as Exhibits B-1 and B-2, respectively. 3. Name of the Shareholder, as it appears on the corporate books of Haggar, is: "IRVING DONALD & THOMAS KAHN TR UA O6 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR" The current business address of the Shareholder is 555 Madison Avenue, New York, New York, 10022-3301. The Shareholder also holds certain shares of Common Stock through the Depository Trust Company, whose address is 55 Water Street, 50th Floor, New York, New York, 10041. 4. Class and number of shares owned beneficially and of record by Shareholder: As of the date hereof, Shareholder was the record owner of at least one thousand (1,000) shares of Common Stock and the beneficial owners of at least twenty-eight thousand six hundred (28,600) shares of Common Stock. One or more of the Co-trustees may be deemed to be, directly or indirectly, the beneficial owners of as many as 837,269 of shares of Common Stock. 5. Representation of Shareholder: The Shareholder represents that it is the holder of record of shares of Common Stock entitled to vote at the 2003 Meeting and that the Shareholder (or a qualified representative of the Shareholder) shall appear in person or by proxy at the 2003 Meeting to propose the foregoing nominations. The Shareholder further represents that it intends, or is part of a group that intends, to deliver a proxy statement to stockholders to elect the Nominees, and/or otherwise to solicit proxies from stockholders in support of such nomination. The Shareholder, Kahn Brothers & Co., Inc. ("Kahn Brothers"), and the Nominees (collectively, the "Group") have entered into a Joint Filing and Reimbursement Agreement, attached hereto as Exhibit C and incorporated by reference, in which, among other things, (i) the Group has agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Common Stock of the Company, and (ii) Kahn Brothers has agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in the solicitation of proxies or written consents by the Shareholder. Kahn Brothers has also entered into an indemnification letter with each of the Nominees and with the Shareholder. The indemnification letters are attached hereto as Exhibits D, E, and F, respectively, and are incorporated by reference. Other than as stated in this Notice (including all attached Exhibits), there are no arrangements or understandings between the Kahn Brothers, the Shareholder, and the Nominees or any other person pursuant to which the nominations described herein are to be made, other than the above-referenced consents by the Nominees to serve as directors if elected as such. To the extent there are in excess of two (2) vacancies of the Haggar Board to be filled by election at the 2003 Meeting or Haggar increases the size of Haggar's Board above its existing size, the Shareholder reserves the right to nominate additional nominees to be elected to the Haggar Board at the 2003 Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of the Shareholder that any attempt to increase the size of the current Haggar Board constitutes an unlawful manipulation of Haggar's corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the Nominees at the 2003 Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) proposed by the Shareholders. The giving of this Notice is not an admission that the procedures for notice contained in the Bylaws are legal, valid, or binding, and the Shareholder reserves the right to challenge their validity. Please address any correspondence to Kahn Brothers & Co., Inc., 555 Madison Avenue, New York, New York, 10022-3301, Attn: Thomas G. Kahn, telephone 212-980-5050, facsimile 212-755-5330. Please send a copy of all correspondence to our counsel, Rooker Gibson & Later, 701 N. Green Valley Parkway, Henderson, NV 89074, Attn: D. Heath Bailey, telephone 702-990-8100, facsimile 702-932-5266. Sincerely, /s/ Thomas G. Kahn -------------------------------------- Thomas G. Kahn, a/k/a, "THOMAS KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR," Co-trustee /s/ Donald W. Kahn -------------------------------------- Donald W. Kahn, a/k/a, "DONALD KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR," Co-trustee /s/ Irving Kahn -------------------------------------- Irving Kahn, a/k/a, "IRVING KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR," Co-trustee EXHIBIT A The following information is submitted pursuant to Article II, Section 8, of the Amended and Restated Bylaws of Haggar Corp. ("Haggar"), in connection with the foregoing notice of nomination of directors (the "Notice") for the 2003 Meeting. This Exhibit A, along with Schedules A-1, A-2, A-3, and A-4 hereto, is intended to furnish additional information not otherwise provided in the Notice relating to each person nominated (collectively, the "Nominees") by Kahn Brothers & Co. Profit Sharing Plan & Trust (the "Shareholder") to the Board of Directors of Haggar that would be required to be disclosed in solicitations of proxies for election for directors in an election contest, or otherwise would be required, pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934. The information provided herein is responsive to, and complete in respect of, those provision of Reg. 14A applicable to the Nominees, or either of them. Certain responses in the negative may be omitted. The information provided herein reflects the best knowledge and belief of the Nominees as of the date of the Notice. THOMAS G. KAHN: Mr. Kahn is 60 years old. Since 1995, Mr. Kahn has served as President of Kahn Brothers & Co., Inc. ("Kahn Brothers"), a NYSE Member Firm. Founded in 1978 to continue a practice begun in 1929, Kahn Brothers conducts a registered brokerage business and registered investment advisory business with assets under management of approximately $575 million. The principal business address of Kahn Brothers, and Mr. Kahn's business address, is 555 Madison Avenue, New York, New York 10022-3301. In addition, Mr. Kahn currently serves as a member of the board of directors Warwick Community Bancorp., a company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act. As of the date of the Notice, Mr. Kahn is the record owner of 500 shares of common stock, $.10 par value, of Haggar (the "Common Stock"), and is not the record holder of any shares of Common Stock that he does not beneficially own. By virtue of his involvement with Kahn Brothers and other related entities, Mr. Kahn is, as of the date of the Notice, a beneficial owner of 837,269 shares of the Common Stock. Mr. Kahn has no substantial interest in matters to be acted upon at the 2003 Meeting, except for his interest arising from his beneficial stock ownership, his interest in being nominated and elected as a director, and his interest in the nomination and election of Mark E. Schwarz as a director. None of the shares of Common Stock held by Mr. Kahn was purchased with borrowed funds. For information regarding purchases and sales during the past two years of shares of Common Stock beneficially owned by Mr. Kahn, see Schedule A-1. For information regarding ownership of shares of Common Stock held by associates of Mr. Kahn, see Schedule A-3. Mr. Kahn has no beneficial ownership of any shares of stock of any parent or subsidiary of Haggar. MARK E. SCHWARZ: Mr. Schwarz is 42 years old. Since 1993, Mr. Schwarz has served as the general partner, directly or through entities he controls, of Newcastle Partners, L.P. ("Newcastle"), a private investment firm. The principal business address of Newcastle, and Mr. Schwarz's business address, is 300 Crescent Court, Suite 1110, Dallas, Texas 75201. As of December 2001, Mr. Schwarz is the managing member of Newcastle Capital Group, L.L.C., the general partner of Newcastle Capital Management, L.P., which is the general partner of Newcastle. Mr. Schwarz was also the Vice President of Sandera Capital Management, L.L.C., a private investment firm associated with the Lamar Hunt ("Hunt") family from 1995 until September 1999 and a securities analyst and portfolio manager for SCM Advisors, L.L.C., a Hunt-affiliated registered investment advisory firm from May 1993 to 1996. Mr. Schwarz currently serves as Chairman of the Board of Hallmark Financial Services, Inc., a property-and-casualty insurance holding company which has a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act. Mr. Schwarz is also a member of the boards of directors of the following additional companies which have a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act: SL Industries, Inc., a power supply and power motion products manufacturer; Nashua Corporation, a specialty paper, label, and printing supplies manufacturer; Bell Industries, Inc., a company that provides computer systems integration services, distributes after-market parts to the recreational vehicle market, and manufactures passive electronic components; Tandycrafts, Inc., a company that manufactures frames and framed art; and WebFinancial Corporation, a banking and specialty finance company. Mr. Schwarz was previously a member of the Board of Directors of Aydin Corporation, a defense electronics manufacturer until its sale in 1999 to L-3 Communications. Mr. Schwarz is a beneficial owner of four thousand two hundred (4,200) shares of common stock of Haggar, and is not the record holder of any shares of Common Stock he does not beneficially own. Mr. Schwarz has no substantial interest in matters to be acted upon at the 2003 Meeting, except for his interest arising from his beneficial stock ownership, his interest in being nominated and elected as a director, and his interest in the nomination and election of Thomas G. Kahn as a director. None of the shares of Common Stock held by Mr. Schwarz was purchased with borrowed funds. For information regarding purchases and sales during the last two years of shares of Common Stock beneficially owned by Mr. Schwarz, see Schedule A-2. For information regarding ownership of shares of Common Stock held by associates of Mr. Schwarz, see Schedule A-4. Mr. Schwarz has no beneficial ownership of any shares of stock of any parent or subsidiary of Haggar. ARRANGEMENTS, UNDERSTANDINGS, CONTRACTS: Mr. Kahn and Mr. Schwarz are each a party to separate indemnification letters with Kahn Brothers, effective as of the date of the Notice. Copies of the indemnification letters are submitted herewith. Additionally, Mr. Kahn, Mr. Schwarz, Kahn Brothers, and the Shareholder have entered into a Joint Filing and Reimbursement Agreement, effective as of the date of the Notice. A copy of the Joint Filing and Reimbursement Agreement is submitted herewith. Neither Mr. Kahn nor Mr. Schwarz, nor any of their respective associates, has any understandings, arrangements, or agreements with Haggar or with any other person with respect to any future transactions or employment with Haggar or any of Haggar's affiliates. MISCELLANEOUS: In the past ten years, neither Mr. Kahn nor Mr. Schwarz has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Mr. Kahn nor Mr. Schwarz has been a party to a legal proceeding described in Item 401(f) of Regulation S-K of the Exchange Act ("Regulation S-K"). Neither Mr. Kahn nor Mr. Schwarz has any family relationship, as described in Item 401(d) of Regulation S-K. Neither Mr. Kahn nor Mr. Schwarz, or any of their respective associates or immediate family members, is a party to any transaction with Haggar since October 1, 2001 involving an amount exceeding $60,000. Neither Mr. Kahn nor Mr. Schwarz has had any business relationship, as described in Item 404(b) of Regulation S-K. Neither Mr. Kahn nor Mr. Schwarz, nor any immediate family member or other associate of either of them, is or has been indebted to Haggar in an amount exceeding $60,000. [SCHEDULES A-1 through A-4 Follow] SCHEDULE A-1 TRANSACTIONS DURING THE LAST TWO YEARS IN SHARES OF HAGGAR CORP. BENEFICIALLY OWNED BY THOMAS G. KAHN - -------------------------------------------------------------------------------- Shares: Transaction: Date: 10,000 BOT 7/25/2001 11,600 BOT 1/4/2002 3,400 BOT 1/8/2002 700 BOT 8/2/2001 700 BOT 8/2/2001 5,000 BOT 7/27/2001 300 BOT 5/25/2001 1,000 BOT 11/14/2002 10,000 BOT 11/5/2002 5,000 BOT 11/13/2002 5,000 BOT 11/14/2002 300 BOT 8/14/2001 200 BOT 8/6/2001 1,000 BOT 8/6/2001 1,000 BOT 4/18/2001 500 BOT 9/21/2001 3,000 BOT 10/31/2001 900 BOT 11/2/2001 100 BOT 11/6/2001 14,000 BOT 11/7/2001 2,000 BOT 11/8/2001 20,000 SOLD 12/18/2001 1,000 BOT 8/14/2001 1,000 BOT 11/8/2001 1,000 SOLD 12/18/2001 500 BOT 11/8/2001 500 SOLD 12/18/2001 8,000 BOT 11/15/2001 5,500 SOLD 12/27/2001 2,500 SOLD 12/28/2001 3,000 BOT 11/18/2002 500 BOT 8/14/2001 500 BOT 8/14/2001 700 SOLD 12/31/2000 Shares: Transaction: Date: 850 BOT 12/31/2001 1,000 BOT 11/16/2001 1,000 SOLD 12/28/2001 1,000 BOT 3/23/2001 1,000 BOT 3/28/2001 1,000 BOT 11/23/2001 1,200 BOT 9/21/2001 2,000 BOT 9/21/2001 300 BOT 9/21/2001 5,000 BOT 11/18/2002 1,500 BOT 11/21/2001 2,000 BOT 8/2/2001 2,000 BOT 10/30/2001 300 BOT 8/14/2001 450 BOT 9/19/2001 1,050 BOT 9/20/2001 200 BOT 8/1/2001 400 BOT 12/12/2000 500 BOT 7/31/2001 700 BOT 12/5/2001 3,500 SOLD 9/21/2001 1,000 BOT 1/22/2002 500 BOT 1/22/2002 300 BOT 9/21/2001 2,000 BOT 3/28/2001 300 SOLD 7/9/2002 * BOT represents Bought SCHEDULE A-2 TRANSACTIONS DURING THE LAST TWO YEARS IN SHARES OF HAGGAR CORP. BENEFICIALLY OWNED BY MARK E. SCHWARZ - -------------------------------------------------------------------------------- Shares: Transaction: Date: 2,000 Bought November 20, 2002 2,000 Bought November 21, 2002 200 Bought November 25, 2002 SCHEDULE A-3 SECURITIES OF HAGGAR CORP. OWNED BENEFICIALLY, DIRECTLY OR INDIRECTLY, BY ASSOCIATES OF THOMAS G. KAHN* - -------------------------------------------------------------------------------- Kahn Brothers & Co., Inc. Profit Sharing Plan & Trust 29,600 C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Kahn Brothers & Co., Inc. Profit Sharing Plan Voluntary 1,200 Contribution Section, Irving, Donald, Thomas Kahn TRS Thomas Kahn Section C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Donald Kahn & Thomas G. Kahn TRS 1,500 FBO Victoria R. Kahn C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Kahn Brothers Value Fund LP 35,000 C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Ackerman Institute for Family Therapy 3,500 Ruth Perl Kahn Fund C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Michele & Thomas G. Kahn Foundation Inc. 1,000 C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 - -------------------------------- * Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mr. Kahn may also be deemed to have beneficial ownership of some or all of the shares listed herein. Delaware Charter G&T Co., Tr. 500 FBO Michele D. Kahn IRA C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 Kahn Brothers & Partners, L.P. 25,000 C/O Kahn Brothers & Co., Inc. 555 Madison Avenue - 22nd Floor New York, New York 10022 - ---------------------------- * Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mr. Kahn may also be deemed to have beneficial ownership of some or all of the shares listed herein. SCHEDULE A-4 SECURITIES OF HAGGAR CORP. OWNED BENEFICIALLY, DIRECTLY OR INDIRECTLY, BY ASSOCIATES OF MARK E. SCHWARZ - -------------------------------------------------------------------------------- Newcastle Partners, L.P. 4,200 shares* c/o Newcastle Capital Management, L.P. 300 Crescent Court, Suite 1110 Dallas, Texas 75201 - ---------------------- * Pursuant to Rule 13d-3 promulgated under the Exchange Act, Mark E. Schwarz also has beneficial ownership of these shares. EXHIBIT B-1 THOMAS GRAHAM KAHN 555 Madison Avenue New York, New York 10022-3301 Telephone 212-980-5050 * Fax 212-755-5330 WRITTEN CONSENT OF NOMINEE I, Thomas G. Kahn, hereby consent to my being named in a proxy statement, or otherwise nominated, as a nominee to serve as a director of Haggar Corp., and to serve as a director if elected. /s/ Thomas G. Kahn EXHIBIT B-2 WRITTEN CONSENT OF NOMINEE I, Mark E. Schwarz, hereby consent to my being named in a proxy statement, or otherwise nominated, as a nominee to serve as a director of Haggar Corp., and to serve as a director if elected. /s/ Mark E. Schwarz EXHIBIT C JOINT FILING AND REIMBURSEMENT AGREEMENT WHEREAS, the Kahn Brothers & Co. Profit Sharing Plan & Trust, under agreement dated June 25, 1979 (the "Trust"), is a stockholder of Haggar Corp. ("Haggar"), a Nevada corporation; WHEREAS, the Trust wishes to nominate directors to the Board of Directors of Haggar and solicit written consents or votes to elect its nominees to the Board of Directors of Haggar at the next annual meeting of stockholders or other meeting of stockholders held for such purpose; and WHEREAS, Thomas G. Kahn and Mark E. Schwarz (collectively, the "Nominees") agree to serve as the Trust's nominees to the Board of Directors of Haggar and to serve as directors if elected. NOW, IT IS AGREED, as of this 27th day of November 2002, by the parties hereto: 1. To the extent the undersigned are required to file a Schedule 13D with respect to the common stock of Haggar, they hereby agree, in accordance with Rule 13d-l(k)(l)(iii) under the Securities Exchange Act of 1934, as amended, to the joint filing on behalf of each of them of such statements on Schedule 13D. 2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP ("Olshan") and Rooker Gibson & Later ("Rooker") of (i) any of their purchases or sales of the common stock of Haggar; or (ii) any shares over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction. 3. Kahn Brothers & Co., Inc. (`Kahn") hereby agrees to bear all expenses incurred in connection with the nomination of the Nominees to the Board of Directors of Haggar, including expenses incurred by the Nominees in solicitation of written consents or votes. By this Agreement, Kahn consents to expenses incurred in connection with the retention of Olshan and Rooker relating to the activities contemplated hereby. Notwithstanding the foregoing, Kahn shall not be required to reimburse any Nominee or the Trust for (i) out-of-pocket expenses incurred by a Nominee or the Trust in the aggregate in excess of $250 without prior written approval; (ii) the value of the time of any Nominee or the Trust; or (iii) the costs of any counsel, other than Olshan and Rooker or any other counsel approved in writing by the parties. A party incurring any material expenses will inform the other parties in advance of such expenses being incurred. 4. The relationship of the parties hereto shall be limited to carrying on the business as described herein in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to purchase or sell shares of Haggar, as it deems appropriate, in its sole discretion nor shall anything herein be construed to require any party to deliver a written consent to any other party or to refrain from revoking any consent after it has been given. 5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 6. In the event of any dispute arising out of the provisions of this agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York. 7. Any party hereto may terminate his obligations under this agreement at any time on 72 hours written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 755-1467 and Heath Bailey at Rooker, Fax No. (702) 932-5266. Each party acknowledges that Olshan and Rooker shall act as counsel for the Trust and each of the Nominees. [Signature Page Follows] [Signature Page of Joint Filing and Reimbursement Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. KAHN BROTHERS & CO. PROFIT SHARING PLAN & TRUST, UNDER AGREEMENT DATED JUNE 25, 1979 By: /s/ Thomas G. Kahn ------------------ Thomas G. Kahn, a/k/a, THOMAS KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR, CO-TRUSTEE By: /s/ Donald W. Kahn ------------------ Donald W. Kahn, a/k/a, DONALD KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR, CO-TRUSTEE By: /s/ Irving Kahn ------------------- Irving Kahn, a/k/a, IRVING KAHN TR UA 06 25 79 KAHN BROTHERS & CO INC PFT SH PL & TR, CO-TRUSTEE KAHN BROTHERS & CO., INC. By: /s/ Thomas G. Kahn ------------------ Name: Thomas G. Kahn Title: President [Signature Page of Joint Filing and Reimbursement Agreement] NOMINEES /s/ Thomas G. Kahn ------------------ Thomas G. Kahn 555 Madison Avenue New York, New York 10022 /s/ Mark E. Schwarz -------------------- Mark E. Schwarz Newcastle Capital Management, L.P. 300 Crescent Court, Suite 1110 Dallas, Texas 75201 EXHIBIT D INDEMNIFICATION LETTER OF THOMAS G. KAHN Kahn Brothers & Co., Inc. 555 Madison Avenue, 22nd Floor New York, New York 10022 (212) 980-5050 . Fax (212) 755-5330 November 27, 2002 Mr. Thomas G. Kahn Kahn Brothers & Co., Inc. 555 Madison Avenue, 22nd Floor New York, New York 10022 Re: Haggar Corp. ----------- Dear Mr. Kahn: Thank you for agreeing to serve as a nominee (a "Nominee") to the Board of Directors of Haggar Corp. ("Haggar") in the proxy solicitation that Kahn Brothers & Co., Inc. Pension and Profit Sharing Plan ("KBPP") and certain other parties are considering undertaking to nominate and elect directors at the Haggar Corp. 2003 Annual Meeting of Stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof. Your outstanding qualifications, we believe, will prove a valuable asset to Haggar Corp. and all of its stockholders. This letter will set forth the terms of our agreement. Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the proxy solicitation by KBPP and any transaction directly related to the proxy solicitation (each, a "Related Transaction"), irrespective of the outcome; provided, that this indemnification agreement and all of KB&CO's obligations hereunder may be immediately terminated by KB&CO in its sole discretion, by giving written notice of termination to you in the event that you withdraw as a Nominee or KS&CO requires you to withdraw in its sole discretion. This indemnification will include any and all (each, a "Loss") losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, reasonable costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the proxy solicitation by KBPP and any Related Transaction, except to the extent that any such Loss is caused by your gross negligence or willful misconduct or unauthorized acts. In the event that a claim or Loss is asserted against you for which you may seek indemnification pursuant to the prior paragraph, you shall give KB&CO written notice of such claim or Loss and shall cooperate in the defense thereof. Upon receipt of such written notice, KB&CO will provide you with counsel to represent you. You will not compromise, settle or pay any claim or loss for which you may seek indemnification pursuant to this letter agreement without the prior written consent of KB&CO. In addition, you will be reimbursed promptly for all indemnifiable Losses suffered by you and for all reasonable out-of-pocket expenses incurred by you relating to the proxy solicitation and any Related Transaction. If you agree to the foregoing terms, please sign below to indicate your acceptance. Sincerely, KAHN BROTHERS & CO., INC. /s/ Irving Kahn ------------------------------- Irving Kahn, Chairman ACCEPTED AND AGREED: /s/ Thomas G. Kahn - ------------------ Thomas G. Kahn EXHIBIT E INDEMNIFICATION LETTER OF MARK E. SCHWARZ Kahn Brothers & Co., Inc. 555 Madison Avenue, 22nd Floor New York, New York 10022 (212) 980-5050 . Fax (212) 755-5330 November 26, 2002 Mr. Mark Schwarz Newcastle Partners, L.P. 300 Crescent Court, Suite 1110 Dallas, Texas 75201 Re: Haggar Corp. ------------ Dear Mr. Schwarz: Thank you for agreeing to serve as a nominee (a "Nominee") to the Board of Directors of Haggar Corp. ("Haggar") in the proxy solicitation that Kahn Brothers & Co., Inc. Pension and Profit Sharing Plan ("KBPP") and certain other parties are considering undertaking to nominate and elect directors at the Haggar Corp. 2003 Annual Meeting of Stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof. Your outstanding qualifications, we believe, will prove a valuable asset to Haggar Corp. and all of its stockholders. This letter will set forth the terms of our agreement. Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the proxy solicitation by KBPP and any transaction directly related to the proxy solicitation (each, a "Related Transaction"), irrespective of the outcome; provided, that this indemnification agreement and all of KB&CO's obligations hereunder may be immediately terminated by KB&CO in its sole discretion, by giving written notice of termination to you in the event that you withdraw as a Nominee or KS&CO requires you to withdraw in its sole discretion. This indemnification will include any and all (each, a "Loss") losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, reasonable costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the proxy solicitation by KBPP and any Related Transaction, except to the extent that any such Loss is caused by your gross negligence or willful misconduct or unauthorized acts. In the event that a claim or Loss is asserted against you for which you may seek indemnification pursuant to the prior paragraph, you shall give KB&CO written notice of such claim or Loss and shall cooperate in the defense thereof. Upon receipt of such written notice, KB&CO will provide you with counsel to represent you. You will not compromise, settle or pay any claim or loss for which you may seek indemnification pursuant to this letter agreement without the prior written consent of KB&CO. In addition, you will be reimbursed promptly for all indemnifiable Losses suffered by you and for all reasonable out-of-pocket expenses incurred by you relating to the proxy solicitation and any Related Transaction. If you agree to the foregoing terms, please sign below to indicate your acceptance. Sincerely, KAHN BROTHERS & CO., INC. /s/ Thomas G. Kahn ---------------------------------- Thomas G, Kahn, President ACCEPTED AND AGREED: /s/ Mark E. Schwarz - ------------------- Mark E. Schwarz EXHIBIT F INDEMNIFICATION LETTER OF KAHN BROTHERS & CO. PROFIT SHARING PLAN & TRUST Kahn Brothers & Co., Inc. 555 Madison Avenue, 22nd Floor New York, New York 10022 (212) 980-5050 . Fax (212) 755-5330 November 27, 2002 Kahn Brothers & Co., Inc. Profit Sharing Plan & Trust c/o Kahn Brothers & Co., Inc. 555 Madison Avenue, 22nd Floor New York, New York 10022 Re: Haggar Corp. ------------ Dear Mr. Kahn: Kahn Brothers & Co., Inc. ("KB&CO") agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the proxy solicitation by KBPP and any transaction directly related to the proxy solicitation (each, a "Related Transaction"), irrespective of the outcome; provided, that this indemnification agreement and all of KB&CO's obligations hereunder may be immediately terminated by KB&CO in its sole discretion, by giving written notice of termination to you in the event that you withdraw as a Nominee or KS&CO requires you to withdraw in its sole discretion. This indemnification will include any and all (each, a "Loss") losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, reasonable costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the proxy solicitation by KBPP and any Related Transaction, except to the extent that any such Loss is caused by your gross negligence or willful misconduct or unauthorized acts. In the event that a claim or Loss is asserted against you for which you may seek indemnification pursuant to the prior paragraph, you shall give KB&CO written notice of such claim or Loss and shall cooperate in the defense thereof. Upon receipt of such written notice, KB&CO will provide you with counsel to represent you. You will not compromise, settle or pay any claim or loss for which you may seek indemnification pursuant to this letter agreement without the prior written consent of KB&CO. In addition, you will be reimbursed promptly for all indemnifiable Losses suffered by you and for all reasonable out-of-pocket expenses incurred by you relating to the proxy solicitation and any Related Transaction. You agree to take no action relating to the proposed proxy solicitation, including but not limited to any action that could result in any potential claims or Losses. If you agree to the foregoing terms, please sign below to indicate your acceptance. Sincerely, KAHN BROTHERS & CO., INC. /s/ Irving Kahn ------------------------------- Irving Kahn, Chairman ACCEPTED AND AGREED: /s/ Thomas G. Kahn - -------------------------- Thomas G. Kahn, Co-Trustee Item 2: KAHN BROTHERS & CO., INC. 555 MADISON AVENUE NEW YORK, NEW YORK 10022 December 4, 2002 BY FACSIMILE AND FEDERAL EXPRESS - -------------------------------- J. M. Haggar, III Chairman of Board Haggar Corp. 6311 Lemmon Avenue Dallas, Texas 75209 Re: Request for Board Representation -------------------------------- Dear Mr. Haggar: Reference is made to the nomination letter dated November 27, 2002 to Haggar Corp. (the "Company") nominating two nominees to the Board of Directors of the Company (the "Haggar Board"). As you know, we strongly believe that our rights, and the rights of the other stockholders who share our views, must be preserved and that it is in our best interests that our rights be directly represented on the Haggar Board. Consequently, we would like to request that you and the other members of the Haggar Board reconsider your position and grant our request to appoint me as a director of the Company. If I am appointed to the Haggar Board, we will refrain from soliciting proxies to elect our nominees to the Haggar Board at the next annual meeting of the stockholders of the Company and the Company will be saved from conducting an unnecessary proxy contest. As you know, on November 14, 2002 we requested from the Company a copy of its stockholder ledger to be used for, among other things, our solicitation of proxies for the election of nominees to the Haggar Board. In response to our request for stockholder ledger, the Company filed a Complaint for Declaratory Relief (the "Complaint") on November 22, 2002, in the District Court of Clark County, Nevada. The Complaint alleged various deficiencies in our demand letter and sought a declaration of my rights to the Company's stockholder ledger. We believe this action is an unnecessary waste of the Company's assets and has been undertaken to chill our efforts to conduct a proxy contest. This effort by the Company will be unsuccessful and we believe that the Company should not waste any more effort in this regard. Although we vigorously deny that the demand letter was in any way deficient, we will shortly send to the Company a revised demand letter for its stockholder ledger that addresses the deficiencies you have raised in the Complaint. In view of the revised demand letter, we would also like to ask that you have the Company withdraw the Complaint immediately to prevent any further waste of corporate assets. We hope that you will respect the democratic process and allow the stockholders of the Company to exercise their right to vote for shareholder nominated representatives to the Haggar Board in contrast to management nominated representatives without entering into any other litigation related either to the stockholder ledger or to the upcoming proxy contest, including but not limited to the nomination letter. If you would like to discuss this matter further or have any questions, please feel free to call Thomas G. Kahn at (212) 980-5050, D. Heath Bailey at (702) 990-8100 or Steven Wolosky at (212) 451-2333. I would welcome a call. Very truly yours, /s/Thomas G. Kahn cc: Frank D. Braken, director Haggar Corp. Rae F. Evans, director Haggar Corp. Richard W Heath, director Haggar Corp. John C. Tolleson, director Haggar Corp. 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 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.
- Company Dashboard
- Filings
- Holdings
-
DFAN14A Filing
Kahn Brothers DFAN14AAdditional proxy materials by non-management
Filed: 4 Dec 02, 12:00am