NEW YORK — Nautica Enterprises’ board of directors amended the firm’s stockholders’ rights agreement to remove an exception for chairman and chief executive Harvey Sanders, according to filings with the Securities and Exchange Commission.
Barington Companies Equity Partners, which has been trying to replace two members of Nautica’s board, recently called for Nautica to terminate its “poison pill,” or stockholders’ rights plan, which imposes penalties on stockholders seeking to acquire 15 percent or more of the firm’s stock and limits stockholders’ abilities to sell their stock.
This story first appeared in the June 27, 2003 issue of WWD. Subscribe Today.
In the original plan, the poison pill provisions wouldn’t be triggered if Sanders and his affiliates exceeded a 15 percent stake. The revision makes the ceo subject to the same 15 percent threshold.
Sanders currently holds 13.5 percent of Nautica’s stock.
The amended agreement provides that the rights issued under the stockholders’ rights agreement will be automatically redeemed under certain circumstances, in the event of certain qualifying tender offers, unless stockholders vote to keep the rights outstanding.
As reported, shortly after Barington’s recent advances, which aim to maximize shareholder value, possibly through a sale of the company, Nautica said it was in discussion that could lead to a sale of the firm.
As reported, sources have indicated that VF Corp. is hoping to ink a deal before Nautica’s July 8 annual meeting. Barington seeks, through a proxy fight, to replace incumbent directors John Varvatos and Charles Scherer with James Mitarontonda and William Fox. The name of Michael Steinberg, originally proposed as a third Barington nominee, was withdrawn by Barington earlier.