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 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 HAGGAR CORP. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) KAHN BROTHERS & CO., INC. KAHN BROTHERS & CO. PROFIT SHARING PLAN & TRUST THOMAS G. KAHN MARK E. SCHWARZ - -------------------------------------------------------------------------------- (Name of Persons(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: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - --------------------------------------------------------------------------------(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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] 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: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- KAHN BROTHERS & CO., INC. January , 2003 Dear Fellow Stockholder: Kahn Brothers & Co., Inc. ("Kahn Brothers") and persons and entities affiliated with it are the beneficial owners of 837,269 shares of Common Stock of Haggar Corp. (the "Company"), representing approximately 13.0% of the outstanding Common Stock of the Company. We do not believe that the current Board of Directors is acting in your best interests, and we are therefore seeking your support for the election of our nominees to the Board of Directors of the Company at the annual meeting of stockholders scheduled to be held at __________ located at ___________ _________________ on February __, 2003, at ______ .M. We urge you to carefully consider the information contained in the attached Proxy Statement and then support the efforts of Kahn Brothers to improve the Company's financial results and corporate governance by signing, dating and returning the enclosed WHITE proxy today. The attached Proxy Statement and the enclosed WHITE proxy card are first being furnished to the stockholders on or about January __, 2003. If you have already voted for the incumbent management slate you have every right to change your vote by signing and returning a later dated proxy. If you have any questions or require any assistance with your vote, please contact MacKenzie Partners, Inc., which is assisting us, at their address and toll-free numbers below. Thank you for your support, Thomas G. Kahn On behalf of Kahn Brothers & Co., Inc. [MACKENZIE LOGO] PRELIMINARY COPY FOR THE INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY ANNUAL MEETING OF STOCKHOLDERS OF HAGGAR CORP. ------------------------- PROXY STATEMENT OF KAHN BROTHERS & CO., INC. ------------------------- PLEASE MAIL THE ENCLOSED WHITE PROXY CARD Kahn Brothers & Co., Inc. ("Kahn Brothers") and persons and entities affiliated with it together are one of the largest stockholders of Haggar Corp., a Nevada corporation (the "Company"). Kahn Brothers is writing to you in connection with the election of two directors to the Company's Board of Directors at the annual meeting of stockholders scheduled to be held at ________________ located at ______________________ on February __, 2003, at ______ .M., including any adjournments or postponements thereof and any meeting that may be called in lieu thereof (the "Annual Meeting"). Kahn Brothers has nominated two directors in opposition to the Company's incumbent director nominees, _________ and __________, whose terms expire at the Annual Meeting. Kahn Brothers believes that the Board of Directors of the Company (the "Board of Directors") has not acted in the best interests of the Company's stockholders. As further described herein, Kahn Brothers believes that improvement in the Company's financial results and corporate governance policies will be best achieved through the election of Kahn Brothers nominees. There can be no assurance that the election of our nominees will improve the Company's financial results or corporate governance. This proxy statement (the "Proxy Statement") and the enclosed WHITE proxy card are being furnished to stockholders of the Company by Kahn Brothers in connection with the solicitation of proxies from the Company's stockholders to be used at the Annual Meeting to elect Kahn Brothers' nominees, Thomas G. Kahn and Mark E. Schwarz (the "Nominees"), to the Board of Directors. As nominees for director, Messrs. Kahn and Schwarz are deemed to be participants in this proxy solicitation. As a member of the soliciting group, Kahn Brothers & Co. Profit Sharing Plan & Trust (the "Kahn Brothers Trust"), an affiliate of Kahn Brothers, is also deemed to be a participant in this proxy solicitation. This Proxy Statement and the WHITE proxy card are first being furnished to the Company's stockholders on or about January __, 2003. The Company has fixed the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting as January __, 2003 (the "Record Date"). The principal executive offices of the Company are located at 6311 Lemmon Avenue, Dallas, Texas 75209. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Company, as of the Record Date, there were [6,418,426] shares of common stock, $.10 par value per share (the "Shares"), outstanding and entitled to vote at the Annual Meeting. Kahn Brothers, along with all of the participants in this solicitation, are the beneficial owners of an aggregate of 837,269 Shares, which represents approximately 13.0% of the Shares outstanding (based on information publicly disclosed by the Company). The participants in this solicitation intend to vote such Shares for the election of the Nominees. THIS SOLICITATION IS BEING MADE BY KAHN BROTHERS AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. KAHN BROTHERS IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S AUDITORS. SHOULD OTHER MATTERS, WHICH KAHN BROTHERS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED WHITE PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION. WE URGE YOU TO SIGN, DATE AND RETURN THE WHITE PROXY CARD IN FAVOR OF THE ELECTION OF OUR NOMINEES, WHO ARE DISCUSSED IN THIS PROXY STATEMENT. IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY THE COMPANY'S MANAGEMENT TO THE BOARD OF DIRECTORS, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE ELECTION OF THE COMPANY'S NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO KAHN BROTHERS, C/O MACKENZIE PARTNERS, INC., WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF THE COMPANY, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. -2- IMPORTANT YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. KAHN BROTHERS URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY TO VOTE FOR THE ELECTION OF THE NOMINEES. The Nominees are committed, subject to their fiduciary duty to the Company's stockholders, to improving the Company's financial results and corporate governance. A vote FOR the Nominees will enable you - as the owners of the Company - to send a message to the Board of Directors that you are committed to improving financial results and corporate governance. o If your Shares are registered in your own name, please sign and date the enclosed WHITE proxy card and return it to Kahn Brothers, c/o MacKenzie Partners, Inc., in the enclosed envelope today. o If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the WHITE proxy card. Kahn Brothers urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to Kahn Brothers, c/o MacKenzie Partners, Inc., which is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this proxy statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed. IF YOU HAVE ANY QUESTIONS REGARDING YOUR PROXY, OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL: [MACKENZIE LOGO] -3- PROPOSAL 1 ELECTION OF DIRECTORS REASONS FOR THE SOLICITATION We are asking you to elect our Nominees in order to: o remove two incumbent directors up for election; o elect nominees who support actions that we believe would improve the financial results and corporate governance of the Company; and o elect clearly independent directors. As further described below, Kahn Brothers believes that the election of the Nominees represents the best means for the Company's stockholders to improve the financial results and corporate governance of the Company. Kahn Brothers and its affiliates, together one of the largest stockholders of the Company, have a vested interest in the improvement of financial results and corporate governance. Kahn Brothers believes that the Nominees have extensive experience in private and public investment, corporate governance and business management. If elected to the Board of Directors, the Nominees will use their experience to explore alternatives to improve the financial results and corporate governance of the Company. There can be no assurance that the election of our Nominees will in fact improve the operating results and corporate governance of the Company. THE COMPANY'S DISAPPOINTING FINANCIAL RESULTS The Company's financial results over the past five years have been a disappointment to Kahn Brothers, and it believes, to many other Company stockholders. Sales: ------ We believe that the Company has failed to achieve any significant sales growth in the last five years. According to the Company's Form 10-K for the fiscal year ended September 30, 1998, its sales were $402.5 million. The Company's Form 10-K for the fiscal year ended September 30, 2002 indicates that sales were $481.8 million. Thus, sales over the five-year period increased by only $79.3 million, a compounded annual rate of 3.7%, including the Company's 1999 acquisition of Jerell Inc. ("Jerell"). Jerell, as stated in the Company's press release dated December 17, 1998, had annual sales of $66 million for its fiscal year ended October 31, 1998. Earnings: --------- The Company's Forms 10-K for its 1998 through 2002 fiscal years reflect cumulative net earnings of $10.5 million over the five-year period ended September 30, 2002. Of such amount, all net earnings were recorded in the three fiscal years ended September 30, 2000. In the fiscal years -4- ended September 30, 2001 and September 30, 2002, the Company reported net losses of $8.7 million and $7.5 million, respectively, or total net losses of approximately $16.2 million. Return of Equity: ----------------- The Company's five-year return on stockholders' equity has also lagged badly. Return on stockholders' equity in a given year is computed by dividing net income for such year by stockholders' equity as at the end of the immediately preceding fiscal year. Based upon the Company's net income (loss) over the five fiscal year period ended September 30, 2002 and its stockholders' equity as at the end of the five fiscal years ended September 30, 2001, the Company achieved annual return on equity as follows for the fiscal years indicated: Fiscal Year Annual Return on Equity ----------- ----------------------- 1998 4.9% 1999 5.7% 2000 5.6% 2001 (5.3%) 2002 (5.0%) This is an average annual return on equity over such five fiscal year period of 1.2%. By way of comparison, the Lehman Brothers Long Treasury Index achieved a compounded annual return over such five fiscal year period of approximately 10%. Acquisitions: ------------- The Company's December 17, 1998 press release, issued in connection with its acquisition of Jerell, described Jerell as "a leading women's wear company." The Company stated that the acquisition represented an opportunity for it to diversify its customer base while providing "an exciting platform from which to launch a Haggar women's wear brand." The release also described the acquisition as "the first step in our strategic effort to purchase profitable growing companies that will be accretive to Haggar shareholders' earnings per share," and described the "tremendous potential to continue to grow the Jerell business . . ." What has actually happened? The Company has made no acquisitions subsequent to Jerell, which is perhaps fortunate when the results of the Jerell acquisition are considered. According to the Company's Form 10-K for the fiscal year ended September 30, 2000 and Form 10-Q for the fiscal quarter ended March 31, 2002, the net acquisition cost of Jerell was $39.3 million, of which $29.0 million represented goodwill. On October 1, 2001, the Company recorded a $15.6 charge for goodwill impairment related to the acquisition. In just 29 months, 40% of the net acquisition cost had to be written off, a charge to book value of $2.45 per share, based on shares outstanding as reflected in the Company's Form 10-Q for the fiscal quarter ended December 31, 2001. The Company's Form 10-K for the fiscal year ended September 30, 2002 states that the Company "seeks growth through strategic acquisitions of other apparel businesses." In light of the results of the Jerell acquisition, we are concerned whether the Board of Directors and -5- Management of the Company possess the requisite operating and financial acumen to accurately assess the desirability of other potential acquisitions. Charges to Operations: ---------------------- The Jerell acquisition, in our opinion, should not be the only source of concern for stockholders of the Company. The Company also recorded a $20.8 million charge to operations in its Form 10-Q for the fiscal quarter ended March 31, 2001. This included $8.1 million for employee termination and related costs, $3.1 million for plant and equipment impairment charges, $8.6 million for legal costs and $1.0 million for other asset write-downs. This $20.8 million charge, when added to the Jerell-related $15.6 million charge for goodwill impairment, resulted in the chargeoff of $36.4 million of stockholders' equity in almost a six-month period. In addition, as reported in the Company's Form 10-Q for its fiscal quarter ended March 31, 2001, the Company wrote down to no value its $2.1 million investment in its Edinburg, Texas facility. Just a year later, as reported in its Form 10-Q for the fiscal quarter ended March 31, 2002, the Company completely reversed the write-off and $2.1 million was recorded under operating income as a credit to reorganization costs, without, in our opinion, an adequate explanation by Management. THE COMPANY NEEDS TO IMPROVE CORPORATE GOVERNANCE We believe that proper corporate governance procedures and practices and the level of management accountability that the Board of Directors imposes are highly relevant to the Company's financial performance. We believe that the entire Board of Directors should be accountable for its actions each year, by standing for re-election annually. The Board of Directors of the Company is classified, with only one of three classes of directors elected each fiscal year. Thus, it would require successful proxy contests in two succeeding years to replace a majority of the present six-member Board of Directors. Furthermore, in October 2002, the Board of Directors adopted a new Stockholder Rights Plan, or "poison pill," to replace a then-expiring rights plan. The Stockholder Rights Plan makes it harder to effect a change of control in the Company and thus provides more job security to the present Board of Directors and Management of the Company. We believe that stockholders of the Company deserve a higher level of accountability, given the Company's recent financial performance. We are therefore committed to seeking corporate governance reforms. However, even if the Nominees are elected to the Board of Directors, they will comprise only two of six directors, and accordingly there can be no assurance that the corporate governance initiatives the Nominees recommend will be implemented. Annual Election of Directors: ----------------------------- If the Nominees are elected, they will use their best efforts to cause the Board of Directors to propose to the stockholders of the Company that the Articles of Incorporation of the Company be amended to declassify the Board of Directors and to provide for the annual election -6- of all the directors of the Company. Under Nevada law, any such proposal must be adopted by resolution and declared advisable by the Board of Directors, either by calling a special meeting of stockholders entitled to vote on the proposal or directing that the proposal be considered at the next annual meeting of the stockholders entitled to vote on the proposal. At the meeting, such proposal must be approved by holders of a majority of the then outstanding shares entitled to vote. A classified board of directors limits the ability of stockholders to elect the entire board annually, and therefore have an entire board that best reflects the stockholders' current views and the direction their company should take. We believe that the annual election of directors is the primary means for stockholders to influence corporate governance policies and to hold directors accountable for the implementation of these policies. We and the Nominees view classified boards as having the effect of insulating directors from accountability to a corporation's stockholders. Redemption of Poison Pill: -------------------------- If the Nominees are elected, they also will use their best efforts to cause the Board of Directors to terminate the Company's poison pill by redeeming all of the outstanding rights under the Company's poison pill and filing evidence of such redemption with the rights agent. Historically, proponents of poison pills have asserted that they enable a board of directors to respond in an orderly fashion to unsolicited takeover bids by providing sufficient time to carefully evaluate the fairness of such a bid. We oppose the Company's poison pill because we believe that it places such an obstacle to a takeover bid that it serves to entrench the Board of Directors and Management. We believe that the Company's poison pill would force a would-be acquirer to negotiate the possible takeover of the Company with management, instead of making its offer directly to the stockholders of the Company. This consequential lack of management accountability to stockholders adversely affects stockholder value and could deter a takeover bid that, while in the stockholders' best interest, does not leave management in control. The effect of a poison pill is to insulate management from a change of control by providing its Board of Directors, which is advised by and includes representatives of management, with a veto over takeover bids, even when stockholders might favorably view such bids. Independence of Directors: -------------------------- We believe that a majority of the Board of Directors should comprise truly independent directors. At present, the Chief Executive and Chief Operating Officers occupy two Board seats. A third is held by the partner of the law firm that serves as the Company's outside counsel. That firm was paid $606,000 in legal fees for services during the 2002 fiscal year, according to the Company's Form 10-K for the fiscal year ended September 30, 2002. Accordingly, three of the current six members of the Board of Directors are, in our opinion, not independent. The Nominees would be truly independent directors and are committed to representing the interests of all the stockholders of the Company. We believe that in order to enable independent directors to serve as an effective check on Management, independent directors should meet at regularly scheduled executive sessions, without the presence of Management. This would permit open discussion among independent directors. Regular scheduling of such meetings would not only promote more effective -7- communication among independent directors, but would avoid any negative inference that might be drawn from the sessions themselves. Finally, we believe that the Company should make prominent disclosure in its public filings of a means by which interested parties could communicate with independent directors. THE NOMINEES The following information sets forth the names, business addresses, present principal occupations, and employment and material occupations, positions, offices, or employments for the past five years of the Nominees. This information has been furnished to Kahn Brothers by the Nominees. Where no date is given for the commencement of the indicated office or position, such office or position was assumed prior to January 1, 1998. The Nominees are citizens of the United States of America. THOMAS G. KAHN. Mr. Kahn is 60 years old and is a Chartered Financial Analyst. Since 1995, Mr. Kahn has served as President of Kahn Brothers, a New York Stock Exchange Member Firm. Founded in 1978 to continue a business 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 of Warwick Community Bancorp., a bank holding company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or subject to the requirements of Section 15(d) of the Exchange Act. By virtue of his involvement with Kahn Brothers and other related entities, Mr. Kahn is, as of the date hereof, a beneficial owner of 837,269 Shares. As of the date hereof, Mr. Kahn is the record owner of 500 Shares, and is not the record holder of any Shares that he does not beneficially own. Mr. Kahn has no substantial interest in matters to be acted upon at the Annual 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 held by Mr. Kahn was purchased with borrowed funds. 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. -8- 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 that has a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act. Mr. Schwarz is also a member of the boards of directors of the following additional companies that have a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange 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; WebFinancial Corporation, a banking and specialty finance company; and Pizza Inn, Inc., a wholesaler of groceries and related products. 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 4,200 Shares, and is not the record holder of any Shares he does not beneficially own. Mr. Schwarz has no substantial interest in matters to be acted upon at the Annual 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 held by Mr. Schwarz was purchased with borrowed funds. The Nominees will not receive any compensation from Kahn Brothers for their services as directors of the Company. Mr. Kahn and Mr. Schwarz are each a party to separate indemnification letters with Kahn Brothers, effective as of November 27, 2002. Additionally, Mr. Kahn, Mr. Schwarz, Kahn Brothers, and the Kahn Brothers & Co. Profit Sharing Plan & Trust and the co-trustees thereof (collectively, the "Kahn Brothers Trust") have entered into a Joint Filing and Reimbursement Agreement, effective as of the same date. Neither Mr. Kahn nor Mr. Schwarz, nor any of their respective associates, has any understandings, arrangements, or agreements with the Company or with any other person with respect to any future transactions or employment with the Company or any of its affiliates. In the past 10 years, neither Mr. Kahn nor Mr. Schwarz has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Other than as described below, the Nominees are not parties adverse to the Company or any of its subsidiaries nor have a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings. -9- Kahn Brothers does not expect that the Nominees will be unable to stand for election, but, in the event that the Nominees are unable to serve or for good cause will not serve, the Shares represented by the enclosed WHITE proxy card will be voted for substitute nominees. In addition, Kahn Brothers reserves the right to nominate a substitute person if the Company makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the enclosed WHITE proxy card will be voted for such substitute nominee. Kahn Brothers has no reason to believe that the Nominees will be disqualified or unable or unwilling to serve if elected. Notwithstanding the ability of Kahn Brothers to vote proxies for substitute nominees, the enclosed WHITE proxy card can only be voted for up to two directors being elected at the Annual Meeting. The Board of Directors is divided into three classes serving staggered three-year terms. Two directors are to be elected at the Annual Meeting to hold office until 2006 and until their successors are duly elected and qualify. CERTAIN LEGAL PROCEEDINGS On November 22, 2002, the company filed a complaint for declaratory relief (the "Complaint") in District Court, Clark County, Nevada (the "Court"), against Thomas G. Kahn, individually as a trustee or co-trustee of the Kahn Brothers Trust, with respect to a demand made by Mr. Kahn on November 14, 2002 for access to the stockholder ledger of the Company. The Complaint alleged certain irregularities with regard to the demand, including those related to Mr. Kahn's authority and capacity to make the demand and the authority conferred upon the attorney-in-fact who assisted with the demand. The Complaint asked the Court for its declaration with regard to four questions posed by the Company and for any other relief the Court deemed just and proper. On December 10, 2002, Mr. Kahn and Irving Kahn and Donald W. Kahn, as co-trustees of the Kahn Brothers Trust, made an amended demand on the Company. On December 16, 2002, the Company filed a First Amended Complaint for Declaratory Relief in the Court, which named each of the Messrs. Kahn as defendant individually and in their capacities as co-trustees of the Kahn Brothers Trust. The First Amended Complaint seeks to have declared invalid the November 14, 2002 demand. It further seeks a declaration of the Company's rights concerning the December 10, 2002 demand, including a declaration as to: (a) What obligation does the Company have to generate or furnish a stop list or lists as referenced in the demand? (b) What obligation does the Company have to prepare "what is known as an updated NOBO sheet"? (c) What obligation does the Company have to supply the co-trustees with a list of stockholders who are participants in any of its employee stock ownership, stock purchase, stock option, retirement, restricted stock, incentive, profit sharing, dividend reinvestment or other similar plans. -10- (d) What obligation does the Company have to provide a daily update of its corporate records or materials, which the First Amended Complaint alleges "that the Company otherwise would not have to the Kahns." The First Amended Complaint seeks a declaration of rights as set forth therein and any other relief that the Court deems just and proper. On December 19, 2002, the co-trustees of Kahn Brothers Trust filed a Notice of Removal in the United States District Court for the District of Nevada to have the foregoing action removed to such court. YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED WHITE PROXY CARD. PROPOSAL 2 APPOINTMENT OF INDEPENDENT AUDITORS Kahn Brothers has no objection to the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the Company for the fiscal year ending September 30, 2003. Please see the Management Proxy Statement for a description of this proposal. VOTING AND PROXY PROCEDURES Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Each Share is entitled to one vote. Stockholders who sell Shares before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Shares. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Shares after the Record Date. Based on publicly available information, Kahn Brothers believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Shares. Shares represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees to the Board of Directors, FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of the Company for the fiscal year ending September 30, 2003, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting. We are asking you to elect our Nominees in opposition to two incumbent nominees whose terms expire at the Annual Meeting. The enclosed WHITE proxy card may only be voted -11- for our Nominees. It will not enable you to vote for either of the Company's nominees. You can only vote for one or both of the Company's nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Management Proxy Statement for the names, background, qualifications and other information concerning the Company's nominees. QUORUM In order to conduct any business at the Annual Meeting, a quorum must be present in person or represented by valid proxies. A quorum consists of a majority of the Shares issued and outstanding on the Record Date. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" on any matter will count for purposes of establishing a quorum and will be treated as Shares entitled to vote at the Annual Meeting (the "Votes Present"). ABSTENTIONS Abstentions will count as Votes Present and will have the same effect as a vote against a matter (other than in the election for the Board of Directors). While there is no definitive statutory or case law authority in the State of Nevada, the Company's state of incorporation, as to the proper treatment of abstentions, Kahn Brothers believes that abstentions should be counted for purposes of determining both: (i) the total number of Votes Present, for the purpose of determining whether a quorum is present; and (ii) the total number of Votes Present that are cast ("Votes Cast") with respect to a matter (other than in the election of the Board of Directors). BROKER NON-VOTES Shares held in street name that are present by proxy will be considered as Votes Present for purposes of determining whether a quorum is present. With regard to certain proposals, the holder of record of Shares held in street name is permitted to vote as it determines, in its discretion, in the absence of direction from the beneficial holder of the Shares. The term "broker non-vote" refers to shares held in street name that are not voted with respect to a particular matter, generally because the beneficial owner did not give any instructions to the broker as to how to vote such shares and the broker is not permitted under applicable rules to vote such shares in its discretion because of the subject matter of the proposal, but which shares are present on at least one matter. Such shares shall be counted as Votes Present for the purpose of determining whether a quorum is present. Broker non-votes will not be counted as Votes Cast with respect to matters as to which the record holder has expressly not voted. Accordingly, Kahn Brothers believes that broker non-votes will have no effect upon the outcome of voting on any of the business matters set forth in this Proxy Statement. VOTES REQUIRED FOR APPROVAL ELECTION OF DIRECTORS. A plurality of the total Votes Cast by holders of the Shares is required for the election of directors and the nominees who receive the most votes will be elected (assuming a quorum is present). A vote to "WITHHOLD" for any nominee for director will be counted for purposes of determining the Votes Present, but will have no other effect on the -12- outcome of the vote on the election of directors. Stockholders do not have cumulative voting rights with respect to the election of directors. OTHER PROPOSALS. Other than the election of directors, the vote required for all other business matters set forth in this Proxy Statement is the affirmative vote of a majority of the Votes Cast. REVOCATION OF PROXIES Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy that is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Kahn Brothers in care of MacKenzie Partners, Inc. at the address set forth on the back cover of this Proxy Statement or to the Company at 6311 Lemmon Avenue, Dallas, Texas 75209 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, Kahn Brothers requests that either the original or photostatic copies of all revocations be mailed to Kahn Brothers in care of MacKenzie Partners, Inc. at the address set forth on the back cover of this Proxy Statement, so that Kahn Brothers will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding Shares. Additionally, MacKenzie Partners, Inc. may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees. IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. SOLICITATION OF PROXIES The solicitation of proxies pursuant to this Proxy Statement is being made by Kahn Brothers. Proxies may be solicited by mail, facsimile, telephone, telegraph, in person and by advertisements. Kahn Brothers will not solicit proxies via the Internet. Kahn Brothers has entered into an agreement with MacKenzie Partners, Inc. for solicitation and advisory services in connection with this solicitation, for which MacKenzie Partners, Inc. will receive a fee not to exceed $________, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. MacKenzie Partners, Inc. will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Kahn Brothers has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. Kahn Brothers will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that MacKenzie Partners, Inc. will employ approximately __ persons to solicit the Company's stockholders for the Annual Meeting. -13- The entire expense of soliciting proxies is being borne by Kahn Brothers. If the Nominees are elected to the Board of Directors, Kahn Brothers intends to seek reimbursement of the costs of this solicitation from the Company. Unless otherwise required by law, Kahn Brothers does not currently intend to submit the question of reimbursement of the costs of this solicitation to a stockholder vote. Costs of this solicitation of proxies are currently estimated to be approximately $______. Kahn Brothers estimates that through the date hereof, its expenses in connection with this solicitation are approximately ______. PARTICIPANT INFORMATION Along with the Nominees, Kahn Brothers and the Kahn Brothers Trust are participants in the solicitation. Kahn Brothers is a New York Stock Exchange Member Firm founded in 1978 to continue a business begun in 1929. It operates a brokerage business registered under the Exchange Act and an investment advisory business registered under the Investment Advisors Act of 1940. The members of the board of directors of Kahn Brothers are Irving Kahn, Chairman, Thomas G. Kahn, Donald W. Kahn, Paula Meo Cutrone and Kenneth Rodwogin. The executive officers of Kahn Brothers are Thomas G. Kahn, President, and William DeLuca, Vice President. The Kahn Brothers Trust was created under agreement dated June 25, 1979 under the laws of the State of New York. Its three co-trustees are Thomas G. Kahn, Donald W. Kahn and Irving Kahn. The principal business address of each of Kahn Brothers and the Kahn Brothers Trust is 555 Madison Avenue, New York, New York 10022. For information regarding purchases and sales of Shares during the past two years by participants in this proxy solicitation, see Schedule I. On November 27, 2002, Kahn Brothers, the Kahn Brothers Trust and the Nominees entered into a Joint Filing and Reimbursement Agreement, in which, among other things, (i) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Shares; (ii) they agreed to solicit proxies or written consents for the election of the Nominees or any other persons nominated by the Trust to the Board of Directors of the Company at the next annual meeting of stockholders; and (iii) Kahn Brothers agreed to bear all expenses incurred in connection with the participants' activities, including approved expenses incurred by any of the participants in connection with the solicitation of proxies or written consents by Kahn Brothers. The Joint Filing and Reimbursement Agreement was filed as an exhibit to Amendment No. 3 to Schedule 13D filed by the participants in respect of the Shares and is incorporated herein by reference. On November 27, 2002, each of the Nominees and the Kahn Brothers Trust entered into a separate Indemnification Agreement with Kahn Brothers, in which Kahn Brothers agreed to indemnify and hold harmless each from and against any and all claims of any nature, whenever brought, arising from the proxy solicitation. Each of the Indemnification Agreements was filed as an exhibit to Amendment No. 3 to Schedule 13D filed by he participants in respect of the Shares and is incorporated herein by reference. -14- TRANSACTIONS BETWEEN KAHN BROTHERS AND THE COMPANY Except as set forth in this Proxy Statement (including the Schedules hereto), neither Kahn Brothers nor any of the other participants in this solicitation, or any of their respective associates: (i) directly or indirectly beneficially owns any Shares or any securities of the Company; (ii) has had any relationship with the Company in any capacity other than as a stockholder, or is or has been a party to any transactions, or series of similar transactions, or was indebted to the Company during the past year with respect to any Shares of the Company; or (iii) knows of any transactions during the past year, currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any of them or their respective affiliates had, or will have, a direct or indirect material interest. In addition, other than as set forth herein, there are no contracts, arrangements or understandings entered into by Kahn Brothers or any other participant in this solicitation or any of their respective associates within the past year with any person with respect to any of the Company's securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Except as set forth in this Proxy Statement (including the Schedules hereto), neither Kahn Brothers nor any of the other participants in this solicitation, or any of their respective associates, has entered into any agreement or understanding with any person with respect to (i) any future employment by the Company or its affiliates or (ii) any future transactions to which the Company or any of its affiliates will or may be a party. However, Kahn Brothers has reviewed, and will continue to review, on the basis of publicly available information, various possible business strategies that it might consider in the event that the Nominees are elected to the Board of Directors. OTHER MATTERS AND ADDITIONAL INFORMATION Kahn Brothers is unaware of any other matters to be considered at the Annual Meeting other than the ratification of the appointment of the Company's auditors. However, should other matters, which Kahn Brothers is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card will vote on such matters in their discretion. Kahn Brothers has omitted from this Proxy Statement certain disclosure required by applicable law that is already included in the Management Proxy Statement. This disclosure includes, among other things, biographical information on the Company's directors and executive officers, information concerning executive compensation, an analysis of cumulative total returns on an investment in the Shares during the past five years, information on audit services and fees of __________ and procedures for nominating directors for election to the Board of Directors and submitting proposals for inclusion in the Company's proxy statement at the next annual meeting. Stockholders should refer to the Management Proxy Statement in order to review this disclosure. See Schedule II for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of the Company. -15- The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information. KAHN BROTHERS & CO., INC. January __, 2003 SCHEDULE I 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 850 BOT 12/31/2001 1,000 BOT 11/16/2001 -17- SCHEDULE I TRANSACTIONS DURING THE LAST TWO YEARS IN SHARES OF HAGGAR CORP. BENEFICIALLY OWNED BY THOMAS G. KAHN (continued) - -------------------------------------------------------------------------------- 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 -18- * BOT represents Bought SCHEDULE I (continued) 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 -19- SCHEDULE II ----------- SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT ----------------------------------------------------------- The following is based solely on information provided in the Management Proxy Statement: PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT [TO BE UPDATED] The following table and the notes thereto set forth certain information regarding the beneficial ownership of the Shares as of the Record Date of (i) each current director and nominee for director of the Company; (ii) the executive officers of the Company; (iii) all executive officers and current directors of the Company as a group; and (iv) each other person known to the Company to own beneficially more than 5% of the presently outstanding Shares. Shares Owned Percent of Class Beneficially (1) Owned Beneficially (1) ---------------- ---------------------- J.M. Haggar, III 789,656(2) 11.9 Frank D. Bracken 287,071(3) 4.3 David M. Tehle 35,700(4) * Alan C. Burks 64,272(5) * David G. Roy 32,100(6) * Richard W. Heath 22,000(7) * Norman E. Brinker 17,600(8) * Rae F. Evans 17,400(5) * John C. Tollenson 74,000(9) 1.2 All Executive Officers and Directors (9 persons) 1,339,799(10) 18.9 Franklin Resources, Inc. (11) 590,000 9.3 Kahn Brothers & Co., Inc. (12) 837,269 13.0 Barrow Hanley Mewhinney & Strauss, Inc. (13) 661,300 10.1 Dimensional Fund Advisors, Inc. (14) 469,025 7.4 Gerald Van Tsai (15) 747,495 12.7 * Less than 1% (1) Except as otherwise indicated, the persons name in the table have sole voting and dispositive power with respect to the Shares shown as beneficially owned by them. (2) Includes 2,299 Shares over which J. M. Haggar, III shares voting and dispositive power with his wife, 37,113 Shares over which he otherwise shares voting and dispositive power as a trustee of various trusts, 50,143 Shares over which he shares voting and dispositive power as a director of a private charitable foundation and 278,791 Shares which may be acquired pursuant to stock options that are exercisable currently or with 60 days after the Record Date. -20- (3) Includes 10,000 Shares over which Mr. Bracken shares voting and dispositve power with his wife and 267,277 Shares which may be acquired pursuant to stock options that are exercisable currently. (4) Includes 35,000 Shares which may be acquired upon exercise of stock options that are currently exercisable. (5) Represents Shares which may be acquired pursuant to stock options exercisable currently or within 60 days after the Record Date. (6) Includes 32,000 Shares which may be acquired upon exercise of stock options that are currently exercisable. (7) Includes 5,000 Shares over which Mr. Heath shares voting and dispositive power with his wife and 17,000 Shares which may be acquired pursuant to stock options exercisable currently or within 60 days after the Record Date. (8) Includes 16,600 Shares which may be acquired pursuant to stock options exercisable currently or within 60 days after the Record Date. (9) Includes 9,000 Shares which may be acquired upon exercise of stock options that are exercisable currently or within 60 days after the Record Date. (10) Includes 104,555 Shares over which voting and dispositive power is shared and 737,340 Shares which may be acquired pursuant to stock options which are exercisable currently or within 60 days after the Record Date. (11) Based on information contained in Form 13F filed with the Securities and Exchange Commission on November 14, 2001 by Franklin Resources, Inc., on behalf of Franklin Advisers, Inc., its two principal shareholders, Charles B. Johnson and Rupert H. Johnson Jr., and its wholly-owned subsidiary, Franklin Advisory Services, Inc., whose address is 777 Mariners Island Boulevard, San Mateo, California 94404. (12) Based on information contained in Schedule 13D, as amended, filed with the Securities and Exchange Commission on December 4, 2002, by Kahn Brothers & Co. Inc., Kahn Brothers & Co. Profit Sharing Plan and Trust and Thomas G. Kahn, the address of each of which or whom is 555 Madison Avenue, 22nd Floor, New York, New York 10022, and by Mark E. Schwarz ,whose address is c/o Newcastle Capital Management, L.P., 300 Crescent Court, Suite 1110, Dallas, Texas 75201. (13) Based on information contained in Form 13F filed with the Securities and Exchange Commission on November 9, 2001, by Barrow Hanley Mewhinney & Strauss, Inc., whose address is One McKinney Plaza, 3232 McKinney Ave., 15th Floor, Dallas, Texas 75204. (14) Based on information contained in Form 13F filed with the Securities and Exchange Commission on October 25, 2001, by Dimensional Fund Advisors, Inc. whose address is 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401. (15) Based on information contained in a Form 4 filed with the Securities and Exchange Commission on August 8, 2001 by Gerald Van Tsai, whose address is P.O. Box 900, Hanover, New Hampshire 03755. -21- IMPORTANT Tell your Board of Directors what you think! Your vote is important. No matter how many Shares you own, please give Kahn Brothers your proxy FOR the election of the Nominees by taking three steps: o SIGNING the enclosed WHITE proxy card, o DATING the enclosed WHITE proxy card, and o MAILING the enclosed WHITE proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the WHTIE proxy card representing your Shares. Kahn Brothers urges you to confirm in writing your instructions to Kahn Brothers in care of MacKenzie Partners, Inc. at the address provided below so that Kahn Brothers will be aware of all instructions given and can attempt to ensure that such instructions are followed. If you have any questions or require any additional information concerning this Proxy Statement, please contact MacKenzie Partners, Inc. at the address set forth below. [MACKENZIE LOGO] -22- PRELIMINARY COPY FOR THE INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY HAGGAR CORP. ANNUAL MEETING OF STOCKHOLDERS ------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF KAHN BROTHERS, INC. THE BOARD OF DIRECTORS OF HAGGAR CORP. IS NOT SOLICITING THIS PROXY The undersigned appoints Thomas G. Kahn and Mark E. Schwarz, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of Haggar Corp. (the "Company") which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of the Company, and including at any adjournments or postponements thereof and at any meeting called in lieu thereof, as follows: 1. ELECTION OF DIRECTOR: The election of Thomas G. Kahn and Mark E. Schwarz to Class I of the Board of Directors for a term of three years. Withhold Authority For All To Vote For All Nominees [ ] Nominees [ ] --------------------------------------------------- To withhold authority to vote for any individual nominee(s), print names above. 2. RATIFICATION OF APPOINTMENT FOR AGAINST ABSTAIN OF INDEPENDENT AUDITORS: [ ] [ ] [ ] 3. In their discretion with respect to any other matters as may properly come before the Annual Meeting. -23- The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed above. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE ABOVE PROPOSALS, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES, OR ANY SUBSTITUTIONS THERETO, AND FOR THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS. This proxy will be valid until the sooner of one year from the date indicated below and the completion of the Annual Meeting. DATED: ------------------------------ PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. - ------------------------------------ (Signature) - ------------------------------------ (Signature, if held jointly) - ------------------------------------ (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY! -24-
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PREC14A Filing
Kahn Brothers PREC14APreliminary proxy with contested solicitation
Filed: 3 Jan 03, 12:00am