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 January 6, 2003, Kahn Brother & Co., Inc. issued a press release reporting its filing of a Preliminary proxy Statement on January 3, 2003. 2 Item 1: CONTACTS: MacKenzie Partners, Inc. Jeanne M. Carr (212) 929-5916 Dan H. Burch (212) 929-5748 For Immediate Release: Kahn Brothers Files Preliminary Proxy Statement to Elect Two Directors To the Board of Directors of Haggar Corp. New York, NY--January 6, 2003 -- Kahn Brothers & Co., Inc. ("Kahn Brothers") announced today that it has filed a Preliminary Proxy Statement with the Securities and Exchange Commission to solicit proxies to elect a slate of two nominees to the Board of Directors of Haggar Corp. (NASDAQ:HGGR) at Haggar's 2003 Annual Meeting of Stockholders. In its proxy materials, Kahn Brothers is seeking to elect two director nominees to replace two incumbent directors, if renominated, because it believes that Haggar's Board of Directors has not acted in the best interest of Haggar's stockholders. Kahn Brothers and persons and entities affiliated with it own an aggregate of 837,269 shares (13% of the outstanding shares) and believe that they represent one of the largest stockholders of Haggar. Kahn Brothers has expressed disappointment in Haggar's financial results and corporate governance record. Accordingly, they believe that a change in the composition of the Board of Directors is necessary and are urging stockholders to support the election of Messrs. Thomas G. Kahn and Mark E. Schwarz. Kahn Brothers, a New York Stock Exchange member firm, is an investment advisor with approximately $575 million of institutional and private client funds under management. Thomas G. Kahn is the President of Kahn Brothers, a Chartered Financial Analyst and has 36 years of experience in the securities industry. Mark E. Schwarz has served as the general partner, directly or through entities he controls, of Newcastle Partners, L.P., a private investment firm based in Dallas Texas, a stockholder of Haggar Corp. ON JANUARY 3, 2003, KAHN BROTHERS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") A PRELIMINARY PROXY STATEMENT IN CONNECTION WITH THE 2003 ANNUAL MEETING OF STOCKHOLDERS OF HAGGAR CORP. (THE "ANNUAL MEETING"). KAHN BROTHERS WILL PREPARE AND FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE ANNUAL MEETING. YOU SHOULD READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. YOU MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE AT THE SEC'S INTERNET WEB SITE AT WWW.SEC.GOV OR BY CONTACTING MACKENZIE PARTNERS, INC. AT (800) 322-2885 (TOLL-FREE) OR (212) 929-5500 (CALL COLLECT) OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM. DETAILED INFORMATION REGARDING THE IDENTITY AND INTERESTS OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES RELATING TO THE ANNUAL MEETING IS AVAILABLE IN THE PRELIMINARY PROXY STATEMENT FILED WITH THE SEC ON JANUARY 3, 2003. 3
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DFAN14A Filing
Kahn Brothers DFAN14AAdditional proxy materials by non-management
Filed: 6 Jan 03, 12:00am