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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14-a6(e)(2))
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
KASPER A.S.L., LTD.
(Name of Registrant as Specified in Its Charter)
(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) 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:
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NY2:\857376\14\55745.0005
<PAGE>
This Notice of Re-Adjournment of 1999 Annual Meeting of Stockholders of Kasper
A.S.L., Ltd. replaces the Notice previously filed with the Securities Exchange
Commission on 01/28/00.
<PAGE>
KASPER A.S.L., LTD
77 METRO WAY
SECAUCUS, NEW JERSEY 07094
-------------------------
NOTICE OF RE-ADJOURNMENT
OF
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 14, 2000
-------------------------
January 28, 2000
To Our Stockholders:
You are cordially invited to attend the re-adjournment of the 1999
Annual Meeting of Stockholders (the "Meeting") of Kasper A.S.L., Ltd., a
Delaware corporation (the "Company"), to be held on March 14, 2000, at 10:00
a.m., Eastern time, at the offices of Weil, Gotshal and Manges LLP, 767 Fifth
Avenue, New York, New York 10153. The following matters are to be presented for
consideration at the Meeting:
(1) The election of seven directors to serve until the next Annual
Meeting of Stockholders and until their respective successors are
elected and qualified;
(2) A proposal to approve the Company's 1999 Share Incentive Plan; and
(3) The transaction of such other business as may properly come before
the Meeting and any adjournments or postponements thereof.
As previously announced, the Company's 1999 Annual Meeting was
adjourned on September 28, 1999, after the Company's stockholders had:
(1) approved an amendment to the Amended and Restated Certificate of
Incorporation of the Company to eliminate current restrictions on the
mortgage, pledge, transfer and other disposition of the assets of the
Company without obtaining the prior consent of at least 66-2/3% of
the outstanding voting stock of the Company in order to permit the
Company to enter into secured credit facilities and other financing
arrangements from time to time; and
(2) ratified the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending January 1, 2000.
The close of business on January 26, 2000 has been fixed as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Meeting and any adjournments or postponements thereof. A list of
such stockholders of the Company as of the close of business on January 26, 2000
will be open to the examination of any stockholder for any purpose germane to
the meeting during normal business hours, for a period of at least 10 days prior
to the Meeting at the offices of Weil, Gotshal & Manges LLP at 767 Fifth Avenue,
New York, New York 10153.
By Order of the Board of Directors,
Lester E. Schreiber
Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES. NO POSTAGE IS NEEDED IF MAILED IN THE UNITED
STATES.
