SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MAXWELL SHOE COMPANY INC.

(Name of Subject Company)

MAXWELL SHOE COMPANY INC.

(Name of Person Filing Statement)

Class A Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)

577766108

(CUSIP Number of Class of Securities)

Mark J. Cocozza

Chairman and Chief Executive Officer

Maxwell Shoe Company Inc.

101 Sprague Street, P.O. Box 37, Readville (Boston), MA 02137-0037

(617) 364-5090

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person Filing Statement)

Copies To:

Jonathan K. Layne, Esq. Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CA 90067-3026 (310) 552-8500 Dennis J. Friedman, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 (212) 351-4000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Purpose of Amendment

The purpose of this amendment is to amend and supplement Item 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Maxwell Shoe Company Inc. (the “Company”) on March 29, 2004 and to add additional Exhibits to Item 9 and revise the Exhibit Index accordingly.

Item 8. Additional Information

Item 8 is hereby supplemented by adding to the end of the section entitled “Litigation Matters” the following paragraphs:

On March 30, 2004, MSCAC filed a suit in the Court of Chancery of the State of Delaware against the Company seeking to compel the Company to make available to MSCAC current and updated books and records of the Company relating to the setting of the March 25, 2004 record date in connection with Jones’s and MSCAC’s consent solicitation. The Company believes that the claims and allegations asserted in this suit are without merit and intends to vigorously defend against the lawsuit.

On March 31, 2004, Jones and MSCAC filed a suit in the Court of Chancery of the State of Delaware against the Company and its directors alleging that the directors breached their fiduciary duties and the Company and the directors breached the Company’s Amended and Restated Certificate of Incorporation in connection with the setting of the March 25, 2004 record date in connection with Jones’s and MSCAC’s consent solicitation. Jones and MSCAC seek injunctive and declaratory relief. The Company and the Board of Directors believe that the claims and allegations asserted in this suit are without merit and intend to vigorously defend against the lawsuit.

On April 1, 2004, the Company filed a suit in the United States District Court for the District of Massachusetts against Jones and MSCAC. A copy of the Company’s complaint is filed as Exhibit (a)(5) to this Schedule 14D-9 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to Exhibit (a)(5).

Item 8 is hereby amended by deleting the section entitled “Forward-Looking Statements” and replacing it with the following section:

Forward-Looking Statements

Statements made in this Schedule 14D-9 indicating the Company’s, the Board of Directors’ or management’s intentions, beliefs, expectations, or predictions for the future are forward-looking statements. These statements are only predictions and may differ materially from actual future events or results. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. Such risks, assumptions and uncertainties include, but are not limited to: changing consumer preference, inability to successfully design, develop or market its footwear brands, the inability to successfully re-introduce the Joan & David brand into the market, competition from other footwear manufacturers or retailers, loss of key employees, general economic conditions and adverse factors impacting the retail footwear industry, and the inability by the Company to source its products due to political or economic factors, potential disruption in supply chain or customer purchasing habits due to health concerns relating to severe acute respiratory syndrome or other related illnesses; the imposition of trade or duty restrictions or work stoppages of transportation or other workers who handle or manufacture the Company’s goods. Additional risks, assumptions and uncertainties associated with Jones’s pending tender offer include: the risk that the Company’s customers may delay or refrain from purchasing Company products due to uncertainties about the Company’s future, the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company, the risk that stockholder litigation commenced in connection with Jones’s offer might result in significant costs of defense, indemnification and liability, the risks that the Board of Directors’ analysis and the bases of their recommendation to the stockholders ultimately may prove to be inaccurate, and other risks discussed in documents filed by the Company with the Securities and Exchange Commission. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9. Materials to Be Filed as Exhibits

Exhibit No.	Document
*(a)(1)	Press Release issued by Maxwell Shoe Company Inc. on March 29, 2004

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*(a)(2)	Letter, dated March 29, 2004 to Maxwell Shoe Company Inc.’s stockholders
*(a)(3)	Letter, dated March 30, 2004 to Maxwell Shoe Company Inc.’s employees
(a)(4)	Press Release issued by Maxwell Shoe Company Inc. on April 1, 2004
(a)(5)	Complaint filed by Maxwell Shoe Company Inc. on April 1, 2004 in the United States District Court for the District of Massachusetts
*(e)(1)	Excerpts from Maxwell Shoe Company Inc.’s Annual Report on Form 10-K for the Fiscal Year Ended October 31, 2003
*(e)(2)	Excerpts from Maxwell Shoe Company’s Definitive Proxy Statement, dated as of February 27, 2004, relating to the 2004 Annual Meeting of Stockholders
*(e)(3)	Amendment No. 2 to Employment Agreement, dated as of March 26, 2004, between Maxwell Shoe Company Inc. and Mark J. Cocozza
*(e)(4)	Amendment No. 1 to Employment Agreement, dated as of March 26, 2004, between Maxwell Shoe Company Inc. and James J. Tinagero
*(e)(5)	Maxwell Shoe Company Inc. Management Retention Plan
*(e)(6)	Agreement, dated as of July 9, 1999 between ANNE KLEIN, a division of Kasper A.S.L., Ltd., B.D.S., Inc., Lion Licensing, Ltd. and Maxwell Shoe Company Inc. (incorporated by reference to Exhibit 10.21 to Maxwell Shoe Company Inc.’s Form 10-K for the Fiscal Year Ended October 31, 2001 (portions of the Exhibit have been omitted pursuant to a request for confidential treatment))
*(e)(7)	Amendment to Agreement between ANNE KLEIN, a division of Kasper A.S.L., Ltd., B.D.S., Inc., Lion Licensing, Ltd. and Maxwell Shoe Company Inc. dated March 19, 2002 (incorporated by reference to Exhibit 10.18 to Maxwell Shoe Company Inc.’s Form 10-K for the Fiscal Year Ended October 31, 2002)
(g)	Not applicable

* Previously filed as an exhibit to Maxwell Shoe Company Inc.’s Schedule 14D-9 filed with the Securities and Exchange Commission on March 29, 2004.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

	MAXWELL SHOE COMPANY INC.
Date: April 1, 2004	By:	/s/    MARK J. COCOZZA
	Title:	Mark J. Cocozza Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Document
*(a)(1)	Press Release issued by Maxwell Shoe Company Inc. on March 29, 2004
*(a)(2)	Letter, dated March 29, 2004 to Maxwell Shoe Company Inc.’s stockholders
*(a)(3)	Letter, dated March 30, 2004 to Maxwell Shoe Company Inc.’s employees
(a)(4)	Press Release issued by Maxwell Shoe Company Inc. on April 1, 2004
(a)(5)	Complaint filed by Maxwell Shoe Company Inc. on April 1, 2004 in the United States District Court for the District of Massachusetts
*(e)(1)	Excerpts from Maxwell Shoe Company Inc.’s Annual Report on Form 10-K for the Fiscal Year Ended October 31, 2003
*(e)(2)	Excerpts from Maxwell Shoe Company’s Definitive Proxy Statement, dated as of February 27, 2004, relating to the 2004 Annual Meeting of Stockholders
*(e)(3)	Amendment No. 2 to Employment Agreement, dated as of March 26, 2004, between Maxwell Shoe Company Inc. and Mark J. Cocozza
*(e)(4)	Amendment No. 1 to Employment Agreement, dated as of March 26, 2004, between Maxwell Shoe Company Inc. and James J. Tinagero
*(e)(5)	Maxwell Shoe Company Inc. Management Retention Plan
*(e)(6)	Agreement, dated as of July 9, 1999 between ANNE KLEIN, a division of Kasper A.S.L., Ltd., B.D.S., Inc., Lion Licensing, Ltd. and Maxwell Shoe Company Inc. (incorporated by reference to Exhibit 10.21 to Maxwell Shoe Company Inc.’s Form 10-K for the Fiscal Year Ended October 31, 2001 (portions of the Exhibit have been omitted pursuant to a request for confidential treatment))
*(e)(7)	Amendment to Agreement between ANNE KLEIN, a division of Kasper A.S.L., Ltd., B.D.S., Inc., Lion Licensing, Ltd. and Maxwell Shoe Company Inc. dated March 19, 2002 (incorporated by reference to Exhibit 10.18 to Maxwell Shoe Company Inc.’s Form 10-K for the Fiscal Year Ended October 31, 2002)
(g)	Not applicable

* Previously filed as an exhibit to Maxwell Shoe Company Inc.’s Schedule 14D-9 filed with the Securities and Exchange Commission on March 29, 2004.

EX-99.(A)(4)

Exhibit (a)(4)

NEWS RELEASE

MAXWELL SHOE COMPANY FILES COMPLAINT AGAINST JONES APPAREL GROUP

HYDE PARK, Mass. – April 1, 2004 – Maxwell Shoe Company Inc. (NASDAQ: MAXS) announced today that it has filed a complaint in the United States District Court for the District of Massachusetts alleging that Jones Apparel Group, Inc. (NYSE: JNY) and its indirect wholly-owned subsidiary, MSC Acquisition Corp. (“MSCAC”), have made materially false and misleading statements and omissions in violation of federal securities laws in connection with their consent solicitation and tender offer. Maxwell Shoe Company is seeking from the Court, among other things, an order: requiring Jones and MSCAC to correct their material misstatements and omissions; enjoining them from disseminating their false and misleading consent solicitation statement; and further enjoining them from conducting their tender offer and consent solicitation.

More specifically, Maxwell Shoe Company’s complaint alleges, among other things, that Jones and MSCAC:

· Misleadingly represent that a $20.00 per share offer “provides [an] attractive premium” to Maxwell Shoe Company’s stockholders when, on the day Jones and MSCAC filed their tender offer materials with the SEC, Maxwell Shoe Company’s stock was trading at over $22.00 per share and has done so every day since;

· Fail to disclose that their real motivation for making the tender offer and consent solicitation was to obtain Maxwell Shoe Company’s lucrative license for the AK Anne Klein brand name, which Maxwell Shoe Company licenses from a Jones subsidiary;

· Fail to disclose that certain of their nominees to replace Maxwell Shoe Company’s current Board of Directors have significant business relationships with Jones;

· Fail to disclose that certain of their nominees to replace Maxwell Shoe Company’s current Board of Directors have histories as directors and/or managers of companies that have gone bankrupt or been delisted from a stock exchange; and

· Disparage Maxwell Shoe Company’s Board of Directors by suggesting that the directors violated their fiduciary duties to Maxwell Shoe Company’s stockholders by rejecting Jones’s inadequate offer.

Important Additional Information

Maxwell Shoe Company Inc. (“Maxwell Shoe Company”) filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) on February 27, 2004 in connection with its Board of Directors’ solicitation of proxies for the 2004 Annual Meeting of Stockholders (the “2004 Proxy Statement”). Maxwell Shoe Company stockholders should read the 2004 Proxy Statement (including any amendments or supplements thereto) because it contains important information.

Maxwell Shoe Company also filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the SEC on March 29, 2004, regarding Jones Apparel Group Inc.’s and MSC Acquisition Corp.’s (together, “Jones”) unsolicited tender offer for all the outstanding shares of Class A Common Stock of Maxwell Shoe Company at $20.00 per share, net to the seller in cash, without interest (the “Offer”). Maxwell Shoe Company stockholders should read the Schedule 14D-9 (including any amendments or supplements thereto) because these documents contain important information relating to the Offer and the related consent solicitation.

On March 23, 2004, Jones filed a preliminary consent solicitation statement with the SEC relating to Jones’s proposed solicitation of consents of Maxwell Shoe Company stockholders to, among other things, remove all of Maxwell Shoe Company’s current directors and replace them with Jones’s nominees. In response, Maxwell Shoe Company will soon be filing a preliminary consent revocation statement on Form PREC14A with the SEC to counter Jones’s consent solicitation. Maxwell Shoe Company stockholders should read the consent revocation statement when it is filed because it will contain additional information important to the stockholders’ interests in the Offer and the related consent solicitation.

The 2004 Proxy Statement, the Schedule 14D-9, the preliminary consent revocation materials on form PREC14A (when filed), the definitive consent revocation materials (when filed) and other public filings made by Maxwell Shoe Company with the SEC are available free of charge at the SEC’s website at www.sec.gov. Maxwell Shoe Company also will provide a copy of these materials free of charge at its website at www.maxwellshoe.com.

Maxwell Shoe Company has engaged the following entities who may be deemed to be participants in the solicitation of Maxwell Shoe Company’s stockholders: MacKenzie Partners, Inc. and Integrated Corporate Relations have been engaged to assist in connection with Maxwell Shoe Company’s communications with stockholders in connection with Jones’s Offer; Lehman Brothers Inc. has been engaged as Maxwell Shoe Company’s financial advisor in connection with, among other things, Maxwell Shoe Company’s analysis and consideration of, and response to, Jones’s Offer; and Joele Frank, Wilkinson Brimmer Katcher has been engaged as Maxwell Shoe Company’s public relations advisor in connection with Jones’s Offer. Information regarding the interests of MacKenzie Partners, Inc., Integrated Corporate Relations, Lehman Brothers Inc. and Joele Frank, Wilkinson Brimmer Katcher is contained in the Schedule 14D-9 (including any amendments or supplements thereto). In addition, certain of Maxwell Shoe Company’s directors, officers and employees may be deemed to be participants in the solicitation of Maxwell Shoe Company’s stockholders. Information regarding the names and interests of these other persons is contained in the 2004 Proxy Statement (including any amendments or supplements thereto).

About Maxwell Shoe Company

Maxwell Shoe Company Inc. designs, develops and markets casual and dress footwear for women and children. The Company’s brands include AK ANNE KLEIN^®, DOCKERS^® FOOTWEAR FOR WOMEN, J.G. HOOK, JOAN AND DAVID, CIRCA JOAN & DAVID, MOOTSIES TOOTSIES AND SAM & LIBBY.

Forward-Looking Statements

Statements made in this press release indicating Maxwell Shoe Company’s, the Board of Directors’ or management’s intentions, beliefs, expectations, or predictions for the future are forward-looking statements. These statements are only predictions and may differ materially from actual future events or results. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause Maxwell Shoe Company’s actual results to differ materially from those projected in such forward-looking statements. Such risks, assumptions and uncertainties include, but are not limited to: changing consumer preference, inability to successfully design, develop or market its footwear brands, the inability to successfully re-introduce the Joan & David brand into the market, competition from other footwear manufacturers or retailers, loss of key employees, general economic conditions and adverse factors impacting the retail footwear industry, and the inability by Maxwell Shoe Company to source its products due to political or economic factors, potential disruption in supply chain or customer purchasing habits due to health concerns relating to severe acute respiratory syndrome or other related illnesses; the imposition of trade or duty restrictions or work stoppages of transportation or other workers who handle or manufacture Maxwell Shoe Company’s goods. Additional risks, assumptions and uncertainties associated with Jones’s pending tender offer include: the risk that Maxwell Shoe Company’s customers may delay or refrain from purchasing Maxwell Shoe Company products due to uncertainties about Maxwell Shoe Company’s future, the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with Maxwell Shoe Company, the risk that stockholder litigation commenced in connection with Jones’s offer might result in significant costs of defense, indemnification and liability, the risks that the Board of Directors’ analysis and the bases of their recommendation to the stockholders ultimately may prove to be inaccurate, and other risks discussed in documents filed by the Company with the Securities and Exchange Commission. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

Company Contact:	Richard J. Bakos
	Chief Financial Officer
	Maxwell Shoe Company
	(617) 333-4007
Investors:	Lex Flesher
	MacKenzie Partners, Inc.
	(212) 929-5397
	Allison Malkin
	Integrated Corporate Relations
	(203) 222-9013
Media:	Dan Katcher / Barrett Godsey
	Joele Frank, Wilkinson Brimmer Katcher
	(212) 355-4449

EX-99.(A)(5)

Exhibit (a)(5)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

MAXWELL SHOE COMPANY INC., Plaintiff, v. JONES APPAREL GROUP, INC., and MSC ACQUISITION CORP., Defendants. Civil Action No.

COMPLAINT

Plaintiff, Maxwell Shoe Company Inc. (“Maxwell Shoe,” or the “Company”), by its undersigned counsel, alleges upon knowledge with respect to itself and its own acts, and upon information and belief as to all other matters, as follows:

SUMMARY OF ACTION

1.    This action arises out of a scheme by Defendants, Jones Apparel Group, Inc. (“Jones”), and MSC Acquisition Corp. (“MSCAC”), to seize control of Maxwell Shoe through a tender offer for Maxwell Shoe’s shares (the “Tender Offer”) and a consent solicitation (the “Consent Solicitation”) seeking to replace the Company’s board of directors (the “Board”), both of which were made in violation of the disclosure requirements and antifraud provisions of the Securities Exchange Act of 1934 (the “Exchange Act”).

2.    On March 23, 2004, Defendants filed a Tender Offer Statement (the “Tender Offer Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to 15 U.S.C. § 78n(d)(1) or 15 U.S.C. § 78m(e)(1).

3.    On March 23, 2004, Defendants filed a Schedule 14A Consent Statement (the “Consent Statement”) with the SEC pursuant to 15 U.S.C. § 78n(a).

4.    The Tender Offer Statement reflects the Tender Offer by Jones and MSCAC to purchase: (i) all issued and outstanding shares of Class A Common stock, par value $.01 per share of Maxwell Shoe, and (ii) unless and until validly redeemed by Maxwell Shoe’s Board, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell Shoe, at a price of $20.00 per share, net to the seller in cash.

5.    The Consent Statement seeks written consents from Maxwell Shoe’s stockholders to take the following actions without a stockholders’ meeting: (i) remove each member of Maxwell Shoe’s Board and any person (other than those elected through Defendants’ consent solicitation) elected or appointed to the Board to fill any vacancy on the Board or any newly created directorships; (ii) elect the Defendants’ Nominees described in the Consent Statement to serve as directors of Maxwell Shoe (or, if any such Defendants’ Nominee is unable or unwilling to serve as a director of Maxwell Shoe, any other person designated as a nominee by the remaining nominee or nominees); and (iii) repeal each provision of Maxwell Shoe’s Bylaws or amendments thereto, if any, adopted after January 22, 2004, and before the effectiveness of Defendants’ three proposals in the Consent Statement.

6.    The Tender Offer Statement and the Consent Statement contain materially false and misleading statements and omissions.

7.    Defendants’ undisclosed motivation for the Tender Offer and Consent Solicitation is to relieve Jones’s subsidiary Jones Investment Co., Inc. (“JIC”) of its obligations under a licensing agreement for the AK Anne Klein brand name (the “License”), pursuant to which Maxwell Shoe is the licensee.

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8.    There is a substantial gap in Maxwell Shoe’s favor between the royalties Maxwell Shoe must pay to JIC under the License and the amounts Maxwell Shoe earns pursuant to the License.

9.    The License is extremely lucrative for Maxwell Shoe, but JIC sees but a fraction of that amount as the licensor.

10.    The License provided Maxwell Shoe with approximately 33 percent of its total net sales in 2003.

11.    If Jones took over Maxwell Shoe, it would either keep the income from the License for itself, or cancel the License and relicense the brand name on terms much more favorable to Jones.

12.    Among other material misstatements and omissions in connection with the Tender Offer and Consent Solicitation, Defendants have failed to disclose the fact that JIC only acquired the License in December 2003, and that at that same time, Jones was also trying to acquire Maxwell Shoe. As Jones well understood, a parallel acquisition of Maxwell Shoe would have allowed Jones then, as it would allow Jones now, to stand on both sides of Maxwell Shoe’s lucrative License.

13.    Among additional material misstatements and omissions, Defendants also have failed to disclose conflicts of interest among certain of Defendants’ nominees (“Defendants’ Nominees”) to the Company’s Board and the incompetence of certain of Defendants’ Nominees, as evidenced by their directorships and/or management of numerous companies that were driven into bankruptcy on their watches.

14.    In short, contrary to Jones’s assertions that the Tender Offer “maximize[s] [stockholder] value,” the lowball Tender Offer actually represents nothing more than a

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transparent attempt by Jones to free itself cheaply from a license agreement that has proven highly lucrative for the Company and onerous for Jones.

JURISDICTION AND VENUE

15.    This Court has subject-matter jurisdiction over this action pursuant to 15 U.S.C. § 78aa and 28 U.S.C. § 1331.

16.    Venue is proper in this District pursuant to 15 U.S.C. § 78aa because the Defendants committed acts constituting violations of 15 U.S.C. § 78n in this District. Venue is also proper in this District pursuant to 28 U.S.C. § 1391 because a substantial part of the events or omissions giving rise to Maxwell Shoe’s claims occurred in this District, and a substantial portion of the property that is the subject of this action is situated in this District.

17.    Declaratory relief is appropriate pursuant to 28 U.S.C. § 2201 because an actual controversy exists regarding the propriety of Defendants’ statements and disclosures under Sections 14(a) and 14(e) of the Exchange Act, and SEC Rule 14a-9.

THE PARTIES AND THEIR RELATIONSHIP

The Parties

18.    Plaintiff Maxwell Shoe is a Delaware corporation with its principal place of business at 101 Sprague Street, Readville, Massachusetts. Maxwell Shoe is in the business of designing, developing and marketing casual and dress footwear for women and children.

19.    As of March 23, 2004, Maxwell Shoe had approximately 14,840,056 shares of Class A common stock outstanding and approximately 4,200 beneficial owners. Maxwell Shoe is traded on the NASDAQ National Market under the symbol “MAXS.”

20.    Upon information and belief, based on the Tender Offer Statement, Defendant Jones is a Pennsylvania corporation with its principal executive offices at 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania. As of March 11, 2004, Jones had approximately

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126,104,431 shares of common stock outstanding. Jones trades on the New York Stock Exchange under the symbol “JNY.”

21.    Upon information and belief, based on the Tender Offer Statement, Defendant MSCAC is a New York corporation with its principal executive offices at 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania, and is, directly or indirectly, a wholly owned subsidiary of Jones.

22.    In July 1999, Maxwell Shoe entered into the License with Anne Klein, a division of Kasper A.S.L., Ltd. (“Kasper”), pursuant to which the Company licenses the AK Anne Klein brand name, among other things, on an exclusive basis.

23.    In August 2003, Jones won the public auction of Kasper in connection with Kasper’s bankruptcy proceedings.

24.    In December 2003, JIC, a subsidiary of Jones, acquired all right, title and interest in and to the AK Anne Klein brand name. Since that time, JIC has been the licensor under the License.

Defendants’ Proposal and Maxwell Shoe’s Response

25.    Beginning in September 2003, after Jones had won the public bankruptcy auction of Kasper the previous month, Jones approached Maxwell Shoe to discuss a potential acquisition of the Company by Jones.

26.    On February 18, 2004, Jones’s financial advisor approached the Company and expressed an interest in a transaction pursuant to which Jones would acquire all of the outstanding shares of Maxwell Shoe’s common stock.

27.    On February 25, 2004, Peter Boneparth, the President and Chief Executive Officer of Jones, called Maxwell Shoe’s Chairman and Chief Executive Officer, Mark J. Cocozza, to reiterate Jones’s interest in acquiring all of Maxwell Shoe’s outstanding shares at a

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price of $20 per share. Shortly after the call on February 25, 2004, Boneparth sent Cocozza a letter confirming Jones’s proposal to acquire all of Maxwell Shoe’s outstanding shares, and stating that Jones intended to publicly announce its proposal. Jones then did publicly announce the proposal.

28.    Later on February 25, 2004, Maxwell Shoe’s Board met telephonically with its legal advisors and Company management to discuss Jones’s proposal and to establish a process for evaluating the proposal. During the meeting, Maxwell Shoe’s Board approved the retention of Lehman Brothers Inc. (“Lehman Brothers”) to act as a financial advisor in connection with Jones’s proposal.

29.    On March 11, 2004, Maxwell Shoe’s Board met in person and telephonically with the Company’s legal and financial advisors to further discuss Jones’s unsolicited proposal. After careful consideration, and following a thorough review of Jones’s proposal with its legal and financial advisors, Maxwell Shoe’s Board determined by unanimous vote that Jones’s offer was financially inadequate and not in the best interests of the Company.

30.    The following day, on March 12, 2004, Cocozza left a telephone message for Boneparth informing him that Maxwell Shoe’s Board had concluded that Jones’s proposal was inadequate, and stating that Maxwell Shoe was not interested in pursuing further discussions regarding Jones’s proposal at that time. Later that day, Cocozza sent Boneparth a letter confirming the Maxwell Shoe Board’s decision regarding Jones’s offer.

31.    Boneparth called Cocozza later on March 12, 2004, and stated that he had received Cocozza’s letter. Cocozza reiterated during this conversation that Maxwell Shoe’s Board had given Jones’s proposal careful consideration and was not interested in pursuing

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Jones’s proposal further at that time. Boneparth told Cocozza that Jones was going to “move on.”

32.    On March 23, 2004, Defendants filed the Tender Offer Statement and the Consent Statement with the SEC.

33.    On March 23, 2004, Maxwell Shoe issued a press release advising its stockholders to defer taking any action in response to Jones’s unsolicited tender offer until Maxwell Shoe’s Board made a recommendation to stockholders on whether to accept or reject Jones’s offer.

34.    On March 29, 2004, after having carefully considered Defendants’ SEC filings with the assistance of its financial advisor, Lehman Brothers, and its legal advisors, Maxwell Shoe announced that its Board had decided to reject the Tender Offer.

DEFENDANTS’ MATERIAL MISSTATEMENTS AND OMISSIONS

Defendants’ Materially Misleading Statements and Omissions in the Tender Offer Statement

35.    The Tender Offer Statement contains materially false and misleading statements and also omits material information about Defendants’ proposed acquisition of Maxwell Shoe.

36.    The Tender Offer Statement asserts that Defendants’ proposal “provides [an] attractive premium” to Maxwell Shoe stockholders.

37.    Boneparth has asserted that the proposal “provides an outstanding opportunity for your stockholders to maximize the value of their investment in Maxwell Shoe.”

38.    Defendants’ omission of a factual foundation or analysis to support the statements set forth in the preceding two paragraphs is materially false and misleading in violation of Section 14(e) of the Exchange Act.

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39.    Defendants’ selective disclosure of the price of Maxwell Shoe stock on February 18, 2004, also misleadingly suggests that Defendants’ Tender Offer of $20 per share provides the Company’s stockholders with a significantly higher premium than it actually does.

40.    In particular, in the Summary Term Sheet on pages i and iv, and in Item 6 on page 13 of the Tender Offer Statement, Defendants state that on February 18, 2004 – the day Jones confidentially informed the Company of its proposal to acquire Maxwell Shoe – the price of a Company share on the NASDAQ National Market closed at $17.59.

41.    The Tender Offer Statement fails to note that the last reported sale price of the Company’s stock on February 24, 2004, the day before Jones publicly announced its proposal to Maxwell Shoe, was $18.40.

42.    The Tender Offer Statement also fails to note that the Tender Offer of $20 per share represents a premium of only 8.7% over the price of Maxwell Shoe’s stock on February 24, 2004, the day before Defendants publicly announced its proposal.

43.    On January 28, 2004, less than one month before Defendants publicly announced the Tender Offer, Maxwell Shoe’s stock price closed at $19.06 per share.

44.    The Tender Offer Statement further fails to note that the Tender Offer represents a premium of less than 5% over Maxwell’s Shoe’s stock price on January 28, 2004, less than one month prior to the date that Jones publicly announced the Tender Offer.

45.    Defendants’ selective disclosure of the price of the Company’s shares on the day it non-publicly proposed a merger to Maxwell Shoe is even more misleading, given that February 18, 2004, is an arbitrary date.

46.    The Tender Offer Statement states that Jones had been in discussions with the Company since November 2003.

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47.    For that reason, the trading price of the Company’s stock on February 18, 2004, is of no significance to stockholders.

48.    The Tender Offer Statement also fails to disclose that the offering price is substantially less than the $22.09 per share trading price of Maxwell Shoe’s stock on March 22, 2004, the day prior to the commencement of the Tender Offer, as well as the price of the Company’s stock for nearly four weeks beforehand.

49.    Defendants’ Tender Offer Statement fails to provide any explanation, factual foundation, or analysis as to why an offer of $20 per share – given that the day before the Tender Offer was launched, the stock of Maxwell Shoe was trading 9.5 percent higher, at $22.09 – is financially adequate, let alone why it should be accepted by Maxwell Shoe’s stockholders.

50.    The Tender Offer Statement also fails to disclose that, upon information and belief, at the time Boneparth first contacted Cocozza, Jones already had won the public bankruptcy auction of Kasper, then the owner of the AK Anne Klein brand name and the licensor under the License, and that Jones closed its acquisition of Kasper on December 1, 2003.

51.    The Tender Offer Statement similarly fails to explain the relationship between the acquisition of the AK Anne Klein brand and the proposed acquisition of the Company. Specifically, the Tender Offer Statement fails to disclose Jones’s efforts to acquire the licensee, i.e., the Company, at the same time it was acquiring the licensor, i.e., Kasper, and, thereby, effectively terminate JIC’s obligations under the License and obtain the benefits of the License for itself.

52.    The Kasper acquisition and the Tender Offer are substantially related, and reasonable stockholders of Maxwell Shoe would consider details of that relationship material to their decision with respect to the Tender Offer.

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53.    Defendants’ failure to disclose the timing and nature of the Kasper acquisition, how the Tender Offer fits into Jones’s larger strategy with respect to the AK Anne Klein brand name, or the Jones directors’ analysis of the strategic relationship between the Kasper acquisition and the proposed acquisition of Maxwell Shoe, constitute material omissions in violation of Section 14(e) of the Exchange Act.

54.    In violation of Item 1005(d) of Regulation M-A, which requires Defendants to describe any actual or potential conflict of interests with the Company, and of Section 14(e) of the Exchange Act, Item 10 on page 24 of the Tender Offer Statement does not adequately disclose that the License creates a serious conflict of interest between Jones and Maxwell Shoe with respect to the Tender Offer.

55.    Although this Item summarizes certain provisions of the License, Defendants fail to disclose: (i) that the Company’s net sales under the AK Anne Klein brand name represented approximately 33% of the Company’s total net sales in fiscal year 2003; (ii) that, if the Tender Offer and related transactions were successful, Jones would effectively capture the entire growing revenue stream from the License, because the Company would become a wholly-owned subsidiary of Jones; and (iii) that Jones only acquired Kasper, and that JIC became the licensor under the License, less than four month ago.

56.    The Tender Offer Statement suggests that Jones had been the Licensor under the License for a number of years, when in fact Jones acquired Kasper only in December 2003, at the same time that it was in discussions with the Company concerning a possible business combination.

57.    Without this information about the relationship between Jones and the License, and, specifically, without a basis for understanding that the License is uniquely valuable to

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Jones, the Company’s stockholders cannot clearly understand Jones’s motivation for the Tender Offer (i.e., to effectively cancel the Company’s License or otherwise obtain the benefits of the License for itself), or make an informed decision as to whether $20 per share is a fair price given the unique benefits that the proposed acquisition would provide to Jones.

58.    The Tender Offer Statement characterizes Defendants’ Nominees as “highly qualified.”

59.    Reasonable stockholders of Maxwell Shoe would consider material to their decision regarding whether to tender their shares the histories of Defendants’ Nominees, as detailed below, as directors and/or managers of companies that went into bankruptcy and/or were delisted.

60.    The omission of this information, as well as the materially false and misleading statement that Defendants’ Nominees are “highly qualified,” violate Section 14(e) of the Exchange Act.

Defendants’ Materially Misleading Statements and Omissions Related to the Consent Solicitation

61.    The Consent Statement contains numerous materially misleading statements and omissions.

Undisclosed Ulterior Motive for the Acquisition

62.    The Consent Statement fails to disclose that Defendants’ motivation for acquiring Maxwell Shoe is to relieve Jones’s subsidiary, JIC, of its obligations to Maxwell Shoe under the License, and to obtain the Company’s benefits as licensee thereunder.

63.    Reasonable stockholders of Maxwell Shoe would consider material to their decision regarding whether to provide their written consents Defendants’ failure to disclose that Maxwell Shoe’s rights under the License are so valuable that Defendants have taken the

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extraordinary step of trying to replace the Board and purchase the Company for the purpose of extinguishing JIC’s obligations under the License and obtaining for Jones, the Company’s benefits as licensee thereunder.

64.    Reasonable stockholders of Maxwell Shoe also would consider Defendants’ true motivation for seeking to acquire Maxwell Shoe material to their decision regarding whether to provide their written consents.

65.    Accordingly, these omissions are materially misleading in violation of Section 14(a) of the Exchange Act and Rule 14a-9.

False and Misleading Statements about Defendants’ Nominees’ Qualifications

66.    The Consent Statement states that Defendants’ Nominees “are highly qualified individuals . . . .”

67.    The Consent Statement fails to state that, in the event the Consent Solicitation succeeds, but the Tender Offer fails, Defendants’ Nominees will nevertheless be left in control of the Company.

68.    It is eminently possible that the Tender Offer will fail because the Company’s stockholders will recognize it for what it is: a lowball offer designed to relieve JIC’s obligations under the License and to obtain for Jones the Company’s substantial benefits under the License.

69.    The Consent Statement states that Defendants’ Nominee Allan H. Corn left Michael Anthony Jewelers, Inc. (“Michael Anthony”), as Chief Financial Officer in December 2003 after 13 years, and that since 1989 he has been, and continues to serve as, a director of Michael Anthony.

70.    The Consent Statement fails to disclose that, at the time Corn left as Chief Financial Officer, Michael Anthony had reported losses for five straight quarters and had seen an operating profit of $4.2 million for 2002 turn into an operating loss of $4.5 million for 2003.

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71.    The Consent Statement also fails to disclose that Michael Anthony was delisted from the American Stock Exchange on February 20, 2004.

72.    The Consent Statement fails to disclose Corn’s role in running Michael Anthony into the ground and destroying the value of its equity.

73.    The Consent Statement states that Defendants’ Nominee Robert D. Martin served as Senior Vice President and Chief Financial Officer, International, of Sunbeam Corporation (“Sunbeam”) from 1999 to 2000.

74.    The Consent Statement fails to disclose that in February 2001, less than a year after Martin left his Sunbeam positions, Sunbeam filed for bankruptcy.

75.    The Consent Statement’s omission described in the previous paragraph is a violation of Item 7 of Schedule 14A and Item 401(f) of Regulation S-K.

76.    The Consent Statement identifies Harold L. Leppo as one of Defendants’ Nominees.

77.    The Consent Statement states that Leppo was a director of (a) Salant, Inc. from 1995 to 1999; (b) Filene’s Basement Corp. (“Filene’s”) from 1996 to 2002; (c) J. Baker, Inc. (“J. Baker”), from 1997 to 2003; and (d) Home Base Inc. (“Home Base”) from 2001 to 2003.

78.    The Consent Statement fails to disclose that, in fact, Leppo became a director of Filene’s in 1992, and that he ceased serving as such no later than 2000. The Consent Statement also fails to disclose that Filene’s filed for bankruptcy in 1999.

79.    The Consent Statement fails to disclose that J. Baker legally changed its name to Casual Male Corp. in February 2001 and filed for bankruptcy under that name in May 2001.

80.    The Consent Statement also fails to disclose that, in fact, Leppo became a director of Home Base in December 1998 and remained on its board of directors until the company, after

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changing its name to House2Home, filed for bankruptcy in November 2001 and had its assets liquidated early the following year.

81.    The Consent Statement fails to disclose any description of the business conducted by the companies with whom Defendants’ Nominees have been employed or associated over the last five years.

82.    The omission described in the previous paragraph is a violation of Item 7 of Schedule 14A and Item 401(e) of Regulation S-K.

83.    Reasonable stockholders of Maxwell Shoe would consider material to their decision regarding whether to provide their written consents the histories of Defendants’ Nominees as directors and/or managers of companies that went into bankruptcy and/or were delisted.

84.    The Consent Statement should disclose the Defendants’ Nominees’ history as directors and/or managers of failed businesses. Reasonable stockholders of Maxwell Shoe would consider material to their decision whether to give their consents this history of Defendants’ Nominees and the risk that the equity value of Maxwell Shoe would be destroyed on the Defendants’ Nominees’ watch, just as the equity values of the previous companies with which they were affiliated were destroyed.

85.    These misstatements and omissions render the Consent Statement materially false and misleading, and deprive the Company’s stockholders of the information that they require in order to evaluate whether Defendants’ Nominees have the necessary industry experience and competence to serve as directors of the Company.

Misleading Statements about the Process and Consequences of Giving Consent

86.    In a March 31, 2004 conference call with analysts, Jones’s Boneparth stated, “We’re not shareholders of Maxwell [Shoe], obviously . . . .”

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87.    Boneparth’s statement described in the previous paragraph is materially false and misleading, contradicts Defendants’ Consent Statement, and would confuse a reasonable shareholder of Maxwell Shoe as to Defendants’ status vis-a-vis the Company.

88.    Upon information and belief, Jones and MSCAC are both owners of Maxwell Shoe stock.

89.    The Consent Statement states that “consent to the proposals does not obligate you to tender your Shares in the offer.”

90.    The statement in the previous paragraph is materially misleading.

91.    The Consent Statement does not disclose that, if the Defendants’ Nominees take control of Maxwell Shoe and support the Tender Offer, and if a majority of Maxwell Shoe’s shares are tendered, then the remaining minority stockholders will be forced to surrender their shares as part of the “second-step” merger.

92.    The Consent Statement does not disclose that submitting a consent to the proposals could result in Defendants’ Nominees forcing those Maxwell Shoe stockholders who did not tender their shares to surrender their equity interest in Maxwell Shoe at a price they believe is too low.

93.    The Consent Statement does not disclose that stockholders may elect to remove some current members of the Company’s Board without removing others.

94.    The omission referred to in the previous paragraph renders the disclosure in the Consent Solicitation materially misleading because, under the instructions included on Jones’ consent card, stockholders have the option to elect to remove some directors, but not others.

95.    The Consent Statement also fails to include information about the proposed acquisition as required by Item 14 of Schedule 14A.

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96.    Pursuant to Item 14 of Schedule 14A, when the matter to be voted upon also involves other matters that stockholders will not subsequently be permitted to vote upon, then information with respect to those other matters must also be provided in accordance with the standards under Item 14 of Schedule 14A.

97.    In the Consent Statement, Defendants state that “subject to their fiduciary duties, [Defendants’ Nominees] are expected to support the [Tender Offer] and the [proposed acquisition].”

98.    If the Consent Solicitation succeeded, the Company’s shareholders would not have an opportunity thereafter to vote upon the proposed acquisition by Jones.

99.    Reasonable stockholders of Maxwell Shoe would consider these potential consequences of giving their consent material to their decision whether to provide their written consent.

100.    Defendants’ failure to provide information about the proposed acquisition, and, specifically, financial information with respect to Jones and the Company that Schedule 14A would require if the Company’s shareholders were subsequently going to be permitted to vote upon the proposed acquisition, constitutes a violation of Item 14 of Schedule 14A, Section 14(a) of the Exchange Act, and Rule 14a-9.

Defendants’ Disparagement of the Board

101.    The letter to Maxwell Shoe’s stockholders filed with the Consent Statement states that Defendants “believe that the current directors of Maxwell [Shoe] are not acting, and will not act, in your best interests.”

102.    The Consent Statement states that Defendants “believe that the current members of [the Company’s] Board of Directors are not acting in your best interests with respect to the offer.”

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103.    In a teleconference with analysts on March 31, 2004, Boneparth, referring to Maxwell Shoe’s Board, stated: “[I]n the age we’re living in today with corporate governance and board accountability it seems to us that there has been a series of fairly irresponsible acts.”

104.    The statements described in the preceding three paragraphs disparage the Board and are materially false and misleading, in violation of SEC Rule 14a-9, by implying that the Board members are not exercising their fiduciary duties to the Company’s stockholders.

105.    These unsupported assertions are particularly misleading in light of Defendants’ lowball offer to the Company’s shareholders, the significant, unique benefits that the proposed acquisition would afford to Jones and its subsidiaries, and Jones’ failure to disclose to the stockholders of Maxwell Shoe facts sufficient to adequately assess those matters.

Undisclosed Affiliations and Conflicts among Defendants’ Nominees

106.    The Consent Statement states that Defendants’ “[n]ominees are independent persons not affiliated with Maxwell [Shoe], Jones, [MSCAC] or any other subsidiary of Jones or any other subsidiary of Maxwell Shoe.”

107.    The Consent Statement fails to disclose that several of Defendants’ proposed directors have material conflicts of interest.

108.    The Consent Statement fails to disclose that, upon information and belief, Jones is a client of a company for whom Defendants’ Nominee Leppo does consulting work.

109.    In a January 13, 2003 press release from Berns Communications Group, LLC, on behalf of Financo, Inc. (“Financo”), Leppo is identified as one of several consultants hired to form a newly created global consulting division.

110.    A July 8, 2003 article in Investor’s Business Daily identifies Jones as a client of Financo.

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111.    The Consent Statement discloses that Defendants’ Nominee Martin was Senior Vice President and Chief Financial Officer, International for Sunbeam from 1999 to 2000.

112.    The Consent Statement fails to disclose that Jones Director Howard Gittes served as a director of Sunbeam in 1998 and 2000, which included the time Martin was employed as a senior executive there.

113.    The Consent Statement also fails to disclose that Gittes was the Chairman of Sunbeam’s Compensation Committee in 1999, when Martin was employed as a senior executive at Sunbeam.

114.    The Consent Statement identifies Michael Koeneke, the Managing Member of Knightspoint Partners LLC (“Knightspoint”), as one of Defendants’ Nominees. It states that from 1997 through 2002, Koeneke was co-head and then Chairman of Global Mergers and Acquisitions at Merrill Lynch & Co., Inc. (“Merrill Lynch”).

115.    Upon information and belief, Koeneke became co-head of Mergers and Acquisitions at Merrill Lynch in 1993.

116.    In 1994, Merrill Lynch underwrote a public offering of 3.1 million shares of Jones stock, offered in part by Jones Director Sidney Kimmel.

117.    In 1997, Merrill Lynch underwrote a public offering of 4.5 million shares of Jones stock.

118.    The Consent Statement does not disclose the link between Merrill Lynch, on the one hand, and Jones and Kimmel, on the other.

119.    The Consent Statement also does not disclose that Koeneke is a member of the board of directors of CPI Corp. It does not disclose that Koeneke was nominated for the CPI Corp. board of directors as part of a hostile takeover led by Knightspoint.

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120.    The Consent Statement also does not disclose that Koeneke was the nominee of Simon Property Group (“Simon”) in its attempted takeover of Taubman Centers, Inc.

121.    The Consent Statement does not disclose that Simon does business with Jones and/or its subsidiaries in connection with the retail stores operated by Jones in malls owned by Simon.

122.    Reasonable stockholders of Maxwell Shoe would consider Defendants’ Nominees’ conflicts of interest and undisclosed relationships with Jones and Jones’s affiliates material to their decision regarding whether to provide their written consents.

123.    These misstatements and omissions render the Consent Statement materially false and misleading.

COUNT I

(Violation of 15 U.S.C. § 78n(a) and 17 C.F.R. 240.14a-9)

124.    Plaintiff repeats and realleges each and every allegation set forth in paragraphs 1 through 123 as if fully set forth herein.

125.    For the reasons set forth above, Defendants’ Consent Statement and its other statements in connection with its Consent Solicitation are misleading and omit material facts.

126.    Defendants’ Consent Statement and other communications with the market in conjunction with their consent solicitation violate Section 14(a) of the Exchange Act and SEC Rule 14a-9.

127.    Defendants have made the materially misleading statements and omissions described herein with the requisite state of mind under Section 14(a) of the Exchange Act and SEC Rule 14a-9.

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128.    Accordingly, Maxwell Shoe is entitled to a declaration that Defendants’ Consent Statement as well as their other communications with the market in conjunction with their consent solicitation violate Section 14(a) of the Exchange Act and SEC Rule 14a-9.

129.    Maxwell Shoe has no adequate remedy at law.

COUNT II

(Violation of 15 U.S.C. § 78n(a) and 17 C.F.R. 240.14a-9)

130.    Plaintiff repeats and realleges each and every allegation set forth in paragraphs 124 through 129 as if fully set forth herein.

131.    Defendants’ material misstatements and omissions, as set forth above, violate Section 14(a) of the Exchange Act and SEC Rule 14a-9. If Defendants’ statements are not corrected, Maxwell Shoe’s stockholders will be deprived of the full and accurate information to which they are entitled. Failing the correction of Defendants’ statements, Maxwell Shoe and its stockholders will be irreparably harmed.

132.    Defendants have made the materially misleading statements and omissions described herein with the requisite state of mind under Section 14(a) of the Exchange Act and SEC Rule 14a-9.

133.    Accordingly, Maxwell Shoe is entitled to a permanent injunction requiring Defendants to correct by public means its material misstatements and omissions.

134.    Maxwell Shoe has no adequate remedy at law.

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COUNT III

(Violation of 15 U.S.C. § 78n(e))

135.    Plaintiff repeats and realleges each and every allegation set forth in paragraphs 130 through 134 as if fully set forth herein.

136.    For the reasons set forth above, Defendants’ statements in connection with their proposed consent solicitation and exchange offer are materially misleading and constitute fraudulent, deceptive or manipulative acts. Further, these statements have interfered with the right of Maxwell Shoe’s stockholders to full and accurate information.

137.    Defendants have made these false and materially misleading statements recklessly, knowingly or intentionally.

138.    Accordingly, Maxwell Shoe is entitled to a declaration that Defendants’ statements and disclosures in conjunction with its proposed consent solicitation and exchange offer violate Section 14(e) of the Exchange Act.

139.    Maxwell Shoe has no adequate remedy at law.

COUNT IV

(Violation of 15 U.S.C. § 78n(e))

140.    Plaintiff repeats and realleges each and every allegation set forth in paragraphs 135 through 139 as if fully set forth herein.

141.    Defendants’ material misstatements and omissions and fraudulent, deceptive or manipulative acts, as set forth above, violate Section 14(e) of the Exchange Act. If Defendants’ statements are not corrected, Maxwell Shoe’s stockholders will be deprived of the full and

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accurate information to which they are entitled. Failing the correction of Defendants’ statements, Maxwell Shoe and its stockholders will be irreparably injured.

142.    Defendants have made these false and materially misleading statements recklessly, knowingly or intentionally.

143.    Accordingly, Maxwell Shoe is entitled to a permanent injunction requiring Defendants to correct by public means its material misstatements and omissions or otherwise fraudulent, deceptive or manipulative acts or statements.

144.    Maxwell Shoe has no adequate remedy at law.

COUNT V

(Violation of 15 U.S.C. § 78n(a), (e), and 17 C.F.R. 240.14a-9)

145.    Plaintiff repeats and realleges each and every allegation set forth in paragraphs 140 through 144 as if fully set forth herein.

146.    Defendants’ material misstatements and omissions, as set forth above, violate Sections 14(a) and 14(e) of the Exchange Act and SEC Rule 14a-9, and subject Plaintiff to irreparable injury.

147.    Accordingly, Maxwell Shoe is entitled to a permanent injunction against Defendants preventing them from (i) disseminating the Consent Statement containing the false and misleading statements and omissions as alleged herein; from (ii) making any additional material misstatements or omissions in connection with, or otherwise related to, Defendants’ tender offer; and from (iii) making a proxy consent solicitation and/or tender offer to Maxwell Shoe’s stockholders.

148.    Maxwell Shoe has no adequate remedy at law.

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REQUEST FOR RELIEF

WHEREFORE, Plaintiff prays for a judgment against Defendants as follows:

a) declaring that Defendants’ Consent Statement and Tender Offer Statement violate Section 14(a) of the Exchange Act and SEC Rule 14a-9;

b) declaring that Defendants’ Consent Statement and Tender Offer Statement violate Section 14(e) of the Exchange Act;

c) ordering Defendants to correct by public means its material misstatements and omissions, and to file with the SEC accurate disclosures required by Sections 14(a) and 14(e) of the Exchange Act;

d) enjoining Defendants from disseminating its false and misleading Consent Statement and from making any additional material misstatements or omissions;

e) enjoining Defendants from making a proxy consent solicitation and/or tender offer to Maxwell Shoe’s stockholders.

f) awarding Plaintiff its costs and disbursements in this action, including reasonable attorneys’ and experts’ fees; and

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g) granting Plaintiff such other and further relief as this Court may deem just and proper.

Dated: Boston, Massachusetts

    April 1, 2004

Respectfully submitted,

Maxwell Shoe Company Inc.

By Its Attorneys

/s/ Jordan D. Hershman                

Jordan D. Hershman (BBO # 553709)

Roger A. Lane (BBO #551368)

Kenneth I. Weissman (BBO #653834)

TESTA, HURWITZ & THIBEAULT, LLP

125 High Street

Boston, Massachusetts 02110

Telephone (617) 248-7000

Facsimile (617) 248-7100

Of counsel:

Adam H. Offenhartz

Jennifer H. Rearden

Robert E. Malchman

GIBSON, DUNN & CRUTCHER LLP

200 Park Avenue, 47th Floor

New York, N.Y. 10166-0193

Telephone (212) 351-4000

Facsimile (212) 351-4035

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