Maxwell Shoe (NASDAQ:MAXS)
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Jones Apparel Group Files Complaint Against Maxwell Shoe
NEW YORK, March 31 /PRNewswire-FirstCall/ -- Jones Apparel Group, Inc.
("Jones") today announced that Jones and MSC Acquisition Corp., an indirect
wholly owned subsidiary of Jones ("MSC"), have filed a complaint in the Court of
Chancery of the State of Delaware alleging that Maxwell Shoe Company Inc.
("Maxwell") and its board of directors have improperly attempted to set a
record date of March 25, 2004 for any possible future consent solicitation of
Maxwell's stockholders by Jones or MSC to remove and replace the directors of
Maxwell to be elected at Maxwell's annual stockholders meeting on April 8. The
Maxwell Board's attempt to set such a record date when Jones andMSC have not
yet commenced a consent solicitation is invalid under Delaware law and violates
Maxwell's Certificate of Incorporation. The Maxwell Board's conduct also
constitutes a breach of the directors' fiduciary duties owed to Maxwell
stockholders under Delaware law.
Jones and MSC are seeking from the Court, among other things, orders granting
declaratory and injunctive relief in their favor. Jones and MSC are asking the
Court to issue a declaratory judgment confirming (i) that Jones and MSC have not
commenced a consent solicitation of Maxwell stockholders; (ii) that the March
25, 2004 record date is invalid and inapplicable to any possible future consent
solicitation by Jones or MSC; (iii) that the Maxwell Board's actions have
violated Maxwell's Certificate of Incorporation; and (iv) that the Maxwell
directors have breached their fiduciary duties owed to Maxwell and its
stockholders. Jones and MSC are also asking the Court to enjoin Maxwell from
setting a record date except as permitted by Maxwell's Certificate of
Incorporation and to enjoin Maxwell's board of directors from taking any other
action designed to impede any possible future consent solicitation by Jones and
MSC.
Jones Apparel Group, Inc. (http://www.jny.com/) is a leading designer and
marketer of branded apparel, footwear and accessories. Our nationally recognized
brands include Jones New York, 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 Le Suit. We
also market apparel under the Polo Jeans Company brand licensed from Polo Ralph
Lauren Corporation, costume jewelry under the Tommy Hilfiger brand licensed from
Tommy Hilfiger Licensing, Inc. and the Givenchy brand licensed from Givenchy
Corporation, and footwear and accessories under the ESPRIT brand licensed from
Esprit Europe, B.V. Celebrating more than 30 years of service, we have built a
reputation for excellence in product quality and value and in operational
execution.
Certain statements herein are forward-looking statements. Such forward- looking
statements represent the Company's expectations or beliefs concerning future
events that involve risks and uncertainties. Factors that could cause actual
results to differ materially include (1) the businesses of Jones and Maxwell not
being integrated successfully, (2) expected combination benefits from a
Jones/Maxwell transaction not being realized, (3) the failure of the proposed
transaction to occur, or the occurrence of the proposed transaction on terms
different than those described, (4) the strength of the economy, (5) the overall
level of consumer spending, (6) the performance of the Company's products within
the prevailing retail environment, and (7) other factors which are set forth in
the Company's 2003 Form 10-K and in all filings with the Securities and Exchange
Commission made by the Company subsequent to the filing of the Form 10-K. The
Company does not undertake to publicly update or revise its forward-looking
statements as a result of new information, future events or otherwise.
This release does not constitute a solicitation of proxies in connection with
any matter to be considered at Maxwell's 2004 annual meeting of stockholders.
Neither Jones nor MSC is soliciting, or intends to solicit, proxies in respect
of any matter to be considered at Maxwell's 2004 annual meeting.
IMPORTANT INFORMATION
Investors and security holders are urged to read the disclosure documents filed
with the Securities and Exchange Commission (the "SEC") on March 23, 2004 and
from time to time, including the tender offer statement, regarding the proposed
transaction between MSC Acquisition Corp. ("MSC"), an indirect wholly owned
subsidiary of Jones Apparel Group, Inc. ("Jones"), and Maxwell Shoe Company Inc.
("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 withthe SEC at the SEC's website at http://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.
Investors and security holders are also urged to read the consent solicitation
statement relating to the solicitation of consents of Maxwell stockholders when
it becomes available.Jones filed a preliminary consent solicitation statement
on March 23, 2004 with the SEC and will file a definitive consent solicitation
statement as soon as practicable thereafter. Investors and security holders may
obtain a free copy of the preliminary consent solicitation statement, the
definitive consent solicitation statement (when it is available) and other
documents filed by Jones or MSC with the SEC at the SEC's website at
http://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 preliminary consent statement filed by Jones with the SEC on
Schedule 14A on March 23, 2004.
DATASOURCE: Jones Apparel Group, Inc.
CONTACT: Wesley R. Card, Chief Operating and Financial Officer, or Anita
Britt, Executive Vice President Finance, both of Jones Apparel Group,
+1-215-785-4000
Web site: http://www.jny.com/