-----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, OOHfUN4UOwYQKp+2K1yyg27PYDw08EiCOrL6NL1KEiXVbXLB0Fmnb9Hr9DzmE+O8 fNiLnNobAC7tpCbByGYaGw== 0000921530-99-000014.txt : 19990128 0000921530-99-000014.hdr.sgml : 19990128 ACCESSION NUMBER: 0000921530-99-000014 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990127 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: 99514043 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: FOR IMMEDIATE RELEASE January 27, 1999 Contact: Jacqueline Quigley (561) 447-4713 Will the Board of Directors of Designs, Inc. Really Sell the Company? Wilkes-Barre, Pennsylvania..."Shareholders of Designs, Inc. (NASDAQ-DESI) should have a great concern as to whether or not the Board of Directors really intends to sell the company," stated Seymour Holtzman, President, Jewelcor Management, Inc. (JMI), a 9.9% shareholder of the company. Holtzman said, "It has been well over a month since the company announced its' intention to sell, and the indicated activity is less than impressive. I thought the company would welcome my proposal to purchase the company for $3.00 per share, subject to financing. I was shocked and dismayed that they instead chose to attack my motives. This is rather curious since it has been publicly rumored that Joel Reichman, President of Designs, Inc. and a director may be looking for financing to do a management led buyout. What kind of conflict of interest does he have?" "For the past month, the company has commented that a change of control could jeopardize their banking relationship, which I find to be very amusing. Why in the world would a financial institution like the Bank of Boston be impressed with management that has lost $71.4 million over the 21 months ended October 31, 1998? I certainly can understand a financial institution "locking in" a loan relationship based on tried, proven and good management, which certainly is not the case with Designs, Inc." "Furthermore, as of October 31, 1998, the company borrowed $10.3 million from the Bank of Boston which was collateralized by $58 million of inventory and a substantial amount of all of the other assets of the corporation. I just do not believe that it is any big deal to replace that type of financing arrangement." Holtzman stated, "The company's ad hominem attacks and cheap shots at me are transparent. I have always looked to help the shareholders get added value, and that most certainly is the case here. However, I have grave concerns as to whether or not the company will accept any offer. In that case, the company does not have to notify shareholders of that decision and could easily put into place additional anti-takeover defenses." "If the Board of Directors really intends to sell the company, then they should make a statement that there will be a clean auction process with no "sweetheart" deals, no lockup options, no breakup fees, or other schemes that would affect a "level playing field" for all interested parties." -----END PRIVACY-ENHANCED MESSAGE-----