-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgzZYDpAIi0riZvOvDCp+7elIlAiyL1sp1lq+uPip3695QlWGJXrsB7zirSxIR6u ZMxQtUw6PcA1HJ0niG7sEg== 0000921530-99-000012.txt : 19990122 0000921530-99-000012.hdr.sgml : 19990122 ACCESSION NUMBER: 0000921530-99-000012 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DESIGNS INC CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-15898 FILM NUMBER: 99509323 BUSINESS ADDRESS: STREET 1: 66 B STREET CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 7814447222 MAIL ADDRESS: STREET 1: 66 B STREET CITY: NEEDHAM STATE: MA ZIP: 02194 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232331228 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 7178226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 DFAN14A 1 ADDITIONAL MATERIALS TO SCH 14A RE DESIGNS, INC. SCHEDULE 14A INFORMATION REQUIRED IN 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 Consent Statement { } Confidential, for Use of the Commission Only (as Permitted by Rule 14a- 6(e)(2)) { } Definitive Consent Statement { x } Definitive Additional Materials { } Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240. 14a-12 DESIGNS, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) JEWELCOR MANAGEMENT, INC. (NAME OF PERSON(S) FILING DEFINITVE ADDITIONAL MATERIAL, IF OTHER THAN 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: AN IMPORTANT MESSAGE REGARDING DESIGNS, Inc. Jewelcor Management, Inc. is Firmly Committed to Sell the Company Dear Fellow Stockholders: We need your support now because we believe that Designs, Inc. should be sold to the highest bidder without any qualifications. Why doesn't the company take the same position if they really intend to sell? JMI IS COMMITTED TO GET THE BEST PRICE FROM THE SALE OF THE COMPANY You should be aware that the Board of Directors is not obligated to sell the company or to disclose the terms of any transaction that it does not accept. If we do not succeed in this consent solicitation, management could then implement additional anti-takeover devices which could seriously and adversely affect stockholders. TIME IS OF THE ESSENCE! The JMI consent solicitation - which seeks to replace all of the existing directors of Designs, Inc. except the founder and Chairman of the Board, Stanley I. Berger - expires on February 5, 1999. If we have not received consents representing a majority of the shares by then, the consent solicitation will terminate and the stockholders will be left with the same Board that has lost so much money for the stockholders over the last several years. REMEMBER - It was the JMI consent solicitation that resulted in the Designs Board stating it would consider transactions to maximize stockholder value - after 4 years of a management which cost so much money for the stockholders. ASK YOURSELF - If our consent solicitation is not successful, will this management really complete the sale of the company? Or will it be back to "business as usual?" We urge you not to trust this Board of Directors to conduct the sale of the Company. CONSIDER THE CURRENT BOARD'S RECORD Under the leadership of the current Board of Directors your investment decreased from $7.00 per share on December 31, 1994 to $.69 on November 25, 1998, a decline of $6.31 or approximately 90%. They also reported an operating loss of $71.4 million for the 21 months ended October 31, 1998. After this performance should you trust this Board of Directors to sell our company? WHO HAS THE BEST INCENTIVE FOR MAXIMIZING VALUE IN A SALE? Mr. Stanley Berger, Founder and Chairman of the Board of Directors, who has had a longstanding 22 year relationship with Levi Strauss, has provided his consent to the JMI proposals. In contrast to the entire Board of Directors and officers of the company who actually own 151,692 shares of the outstanding stock of the company collectively, Mr. Berger personally owns 958,606 shares. It is obvious to us that Mr. Berger is substantially more comfortable with the company being sold at the best price with our suggested slate of directors. We do not believe that current management is the best choice to direct the sale of the Company. Ask yourself: Why would they want to work themselves out of a job since they have little to gain financially because of their insignificant shareholdings? Furthermore, we are concerned that Shields & Company's priority seems to be to win the proxy contest, and not to sell the company. PLEASE SIGN, DATE AND RETURN YOUR CONSENT IN FAVOR OF THE JMI PROPOSALS This is a very time consuming process and an expensive personal effort for JMI. We have worked very hard to try to benefit all stockholders. Please give us your support. If we prevail, we will continue our efforts to get the very best price for the sale of our company for the benefit of all stockholders. We need your immediate support. Every share counts, and your vote can be the deciding factor in this very important issue. Please sign, date and mail your consent to support our efforts today. If you have any questions Please call me. 1-800-880-6972 Thanks. Sincerely, Jewelcor Management, Inc. /S/ SEYMOUR HOLTZMAN Seymour Holtzman -----END PRIVACY-ENHANCED MESSAGE-----