-----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, IGHbnUO0lhKqoHAku3y5CqyCGiZjIZ0SOgO9QnBi7jM/W/RNAGFTAtoIKLuaWOlh 7N2nb3hKbJfMpNeDaSFJUg== 0000950157-04-000388.txt : 20040615 0000950157-04-000388.hdr.sgml : 20040615 20040614185958 ACCESSION NUMBER: 0000950157-04-000388 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040615 EFFECTIVENESS DATE: 20040615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL SHOE CO INC CENTRAL INDEX KEY: 0000918578 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 042599205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24026 FILM NUMBER: 04862652 BUSINESS ADDRESS: STREET 1: 101 SPRAGUE ST STREET 2: P O BOX 37 CITY: READVILLE STATE: MA ZIP: 02137 BUSINESS PHONE: 6173645090 MAIL ADDRESS: STREET 1: 101 SPRAGUE STREET STREET 2: P O BOX 37 CITY: READVILLE STATE: MA ZIP: 02137 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE STREET 2: KEYSTONE PK CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 DFAN14A 1 dfan14a.txt SCHEDULE 14A 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 [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 MAXWELL SHOE COMPANY INC. - ------------------------------------------------------------------------------ (Name of Registrant as Specified In Its Charter) JONES APPAREL GROUP, INC. - ------------------------------------------------------------------------------ MSC ACQUISITION CORP. - ------------------------------------------------------------------------------ (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: --------------------------------------------------------------------- (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: --------------------------------------------------------------------- The following is a press release issued by Jones Apparel Group, Inc. on June 14, 2004: ************************** FOR IMMEDIATE RELEASE JONES APPAREL GROUP, INC. Contacts: Wesley R. Card, Chief Operating and Financial Officer Anita Britt, Executive Vice President Finance (215) 785-4000 ISS RECOMMENDS MAXWELL STOCKHOLDERS REMOVE CURRENT MAXWELL BOARD; RECOMMENDS ELECTION OF JONES APPAREL'S NOMINEES NEW YORK, NEW YORK - June 14, 2004 -Jones Apparel Group, Inc. ("Jones") (NYSE:JNY) today announced that Institutional Shareholder Services (ISS) recommended that stockholders of Maxwell Shoe Company Inc. ("Maxwell") (Nasdaq: MAXS) vote their consent in favor of removing each member of Maxwell's board of directors and replacing them with the five Jones nominees pursuant to Jones's consent solicitation. ISS is recognized as the leading independent proxy advisory firm in the nation. Its recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries throughout the country. Peter Boneparth, Chief Executive Officer of Jones, stated "We are very pleased ISS has recommended that Maxwell stockholders grant their consent to our proposals. As we have stated from the beginning, and as ISS now has confirmed, we believe that Maxwell's stockholders, the real owners of Maxwell, are entitled to make a decision on whether or not to accept our offer." Mr. Boneparth continued, "Our offer will expire on June 21, 2004 and we will abandon our proposed acquisition unless we have entered into a merger agreement with Maxwell or have received sufficient consents before June 20, 2004 from Maxwell's stockholders to replace the Maxwell board. We urge Maxwell stockholders to sign, date and return the GOLD consent card TODAY, voting for the election of our nominees and removing the current members of Maxwell's board." For more information about how to execute and deliver your consent, or if you have any questions or require any assistance, please contact our consent solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-5834. Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include Jones New York, Polo Jeans Company licensed from Polo Ralph Lauren Corporation, Evan-Picone, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon and LeSuit. The Company also markets costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand licensed from Givenchy Corporation, and footwear and accessories under the ESPRIT brand licensed from Esprit Europe, B.V. With over 30 years of service, the Company has built a reputation for excellence in product quality and value, and in operational execution. ************************** IMPORTANT INFORMATION Investors and security holders are urged to read the disclosure documents filed with the Securities and Exchange Commission (the "SEC") from time to time, including the tender offer statement filed on March 23, 2004 and the supplement to the tender offer statement filed on May 26, 2004, regarding the tender offer by MSC Acquisition Corp., an indirect wholly owned subsidiary of Jones ("MSC"), for all the outstanding shares of Class A Common Stock, together with the associated preferred stock purchase rights, of Maxwell. Investors and security holders may obtain a free copy of the disclosure documents (when they are available) and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. Jones filed a definitive consent solicitation statement on April 21, 2004 with the SEC. Investors and security holders may obtain a free copy of the definitive consent solicitation statement and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. CERTAIN INFORMATION CONCERNING PARTICIPANTS Jones, MSC and, in each case, certain of its officers, directors and nominees for the directorships of Maxwell, among others, may be deemed to be participants in the solicitation of Maxwell's stockholders. The security holders of Maxwell may obtain information regarding the names, affiliations and interests of individuals who may be participants in the solicitation of Maxwell's stockholders in the definitive consent solicitation statement filed by Jones with the SEC on Schedule 14A on April 21, 2004. -----END PRIVACY-ENHANCED MESSAGE-----