<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
J. BAKER, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
JBI
J. BAKER, INC.
555 Turnpike Street
Canton, MA 02021
(781) 828-9300
February 5, 2001
To Our Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders of J.
Baker, Inc. to be held at our corporate headquarters, 555 Turnpike Street,
Canton, Massachusetts, on Monday February 26, 2001 at 9:30 a.m.
The principal purpose of the Special Meeting of Stockholders is to consider
a proposal to change the name of "J. Baker, Inc." to "Casual Male Corp." As you
may know, the Company announced that, effective as of February 3, 2001, it has
sold to Footstar Corporation substantially all of the assets of its JBI, Inc.
and Morse Shoe, Inc. licensed footwear department businesses. The Company
entered into this transaction in order to enable it to better focus its
management and capital resources on growing its apparel businesses and to
reduce debt. As a result, the Board of Directors believes that the name "Casual
Male Corp." will more effectively emphasize the focus of the Company to
customers, suppliers and stockholders. We also believe that the proposed new
name will better align the Company with its most recognized retail chain--
Casual Male Big & Tall.
It is important that your shares be represented and voted at the meeting.
Accordingly, after reading the attached Proxy Statement, kindly sign, date and
return the enclosed proxy card at your earliest convenience. Your vote is
important, regardless of the number of shares you own.
We look forward to considering this proposal with you at the Special
Meeting.
Sincerely yours,
Alan I. Weinstein
President and Chief Executive Officer
<PAGE>
J. BAKER, INC.
555 Turnpike Street
Canton, Massachusetts 02021
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 26 , 2001
To the Stockholders of J. BAKER, INC.
Notice is hereby given that a Special Meeting of Stockholders of J. Baker,
Inc. (the "Company") will be held at the offices of the Company, 555 Turnpike
Street, Canton, Massachusetts on Monday, February 26, 2001, at 9:30 a.m., for
the following purposes:
1. To amend the Company's Restated Articles of Organization to change the
name of the Company to "Casual Male Corp."; and
2. To consider and act upon any matters incidental to the foregoing or
any other matters which may properly come before the meeting or any
adjournments thereof.
Only stockholders of record at the close of business on January 22, 2001
will be entitled to notice of and to vote at the meeting and any adjournments
or postponements thereof.
By Order of the Board of Directors
MICHAEL A. O'HARA
Clerk
Canton, Massachusetts
February 5, 2001
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING OF
STOCKHOLDERS. ACCORDINGLY, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE,
YOU MAY VOTE YOUR SHARES IN PERSON AT THE MEETING.
<PAGE>
J. BAKER, INC.
555 Turnpike Street
Canton, Massachusetts 02021
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
February 26, 2001
General Information
This proxy statement and the accompanying proxy card are being mailed to
stockholders commencing on or about February 5, 2001. The accompanying proxy is
solicited by the Board of Directors of J. Baker, Inc. (the "Company") for use
at its Special Meeting of Stockholders to be held at the offices of the
Company, 555 Turnpike Street, Canton, Massachusetts on February 26, 2001, at
9:30 a.m., and any adjournments or postponements thereof. The cost of
solicitation of proxies will be borne by the Company. Directors, officers and a
limited number of employees may assist in the solicitation of proxies by mail,
telephone and personal interview without additional compensation.
When a proxy is returned properly signed, the shares represented thereby
will be voted by the persons named as proxies in accordance with the
stockholder's directions. If a proxy is signed and no instructions are given,
the shares will be voted "FOR" proposal number 1 as set forth in the preceding
Notice of Special Meeting, and in the proxies' discretion as to other matters
that may properly come before the meeting. The presence of a stockholder at the
Special Meeting will not automatically revoke a stockholder's proxy. A
stockholder may, however, revoke a proxy at any time prior to the voting
thereof on any matter by filing with the Clerk of the Company a written notice
of revocation, by delivering a duly executed proxy bearing a later date or by
attending the Special Meeting and voting in person.
The Board of Directors has fixed January 22, 2001 as the record date for
the meeting. Only stockholders of record on the record date are entitled to
notice of and to vote at the meeting and any adjournments or postponements
thereof. As of January 22, 2001, there were [14,068,798] shares of Common
Stock, par value $.50 per share ("Common Stock"), of the Company issued and
outstanding. Each share of Common Stock is entitled to one vote. A majority of
the outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions and broker
non-votes are not counted for purposes of determining whether a proposal
presented to stockholders has been approved.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of January 22, 2001,
with respect to the shares of Common Stock of the Company beneficially owned by
(i) any person who is known to the Company to be the beneficial owner of more
than 5% of the outstanding Common Stock of the Company, (ii) each Director of
the Company, (iii) the Chief Executive Officer of the Company and the four next
most highly compensated executive officers of the Company for the fiscal year
ended February 3, 2001 and (iv) the current Directors and executive officers as
a group.
<TABLE>
<CAPTION>
Amount and Nature
Name, and with respect to owners of 5% or more of Beneficial Percent
of Common Stock, $.50 par value, address Ownership(1) of Class
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<S> <C> <C>
FMR Corp.......................................... $2,197,223(2) 14.7%
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc........................... 1,240,853(3) 8.7%
One Post Office Square
Boston, MA 02109
Wynnefield Partners Small Cap Value, LP........... 1,056,950(4) 7.5%
450 Seventh Avenue, Suite 509
New York, NY 10123
Dimensional Fund Advisors, Inc.................... 949,172(5) 6.7%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Schneider Capital Management Corporation.......... 894,100(6) 6.3%
460 E. Swedesford Road, Suite 1080
Wayne, PA 19087
First Manhattan Co................................ 849,537(7) 6.0%
437 Madison Avenue
New York, NY 10022
The TCW Group, Inc................................ 729,300(8) 5.2%
865 South Figueroa Street
Los Angeles, CA 90017
Sherman N. Baker.................................. 417,264(9) 2.9%
J. Christopher Clifford........................... 44,500(10) *
Douglas J. Kahn................................... 26,500(11) *
Harold Leppo...................................... 36,400(12) *
David Pulver...................................... 113,693(13) *
Theodore M. Ronick................................ 13,000(14) *
Melvin M. Rosenblatt.............................. 48,600(15) *
Nancy Ryan........................................ 18,500(11) *
Alan I. Weinstein................................. 298,437(16) 2.1%
Michael J. Fine................................... 70,350(17) *
Stuart M. Glasser................................. 331,850(18) 2.3%
Thomas J. Konecki................................. 7,850(19) *
Elizabeth C. White................................ 14,300(20) *
Directors and Executive Officers as a Group
(13 persons).................................... 1,441,244(21) 9.8%
</TABLE>
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* Less than 1%
2
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(1) Unless otherwise noted each person has sole voting and investment power
with respect to such shares.
(2) Information based solely on Schedule 13G of FMR Corp., Edward C. Johnson,
III, Chairman of FMR Corp. and Abigail P. Johnson, a Director of FMR
Corp., dated February 14, 2000. The beneficial owner has reported that it
has sole voting power with respect to 134,724 shares and sole dispositive
power with respect to 2,197,223 shares. According to such information,
Mr. Johnson, Ms. Johnson and various Johnson family members, through
their ownership of voting common stock of FMR Corp. and the execution of
a shareholders' agreement, may be deemed to form a controlling group with
respect to FMR Corp. The information indicates that Fidelity Management &
Research Company ("Fidelity"), a wholly owned subsidiary of FMR Corp., is
the beneficial owner of 2,062,500 shares of the Company's Common Stock as
a result of acting as investment advisor to several registered investment
companies (the "Fidelity Funds"). Such shares include 824,799 shares of
the Company's Common Stock issuable upon the conversion of the Company's
convertible subordinated debentures. Each of Mr. Johnson and FMR Corp.,
through its control of Fidelity and the Fidelity Funds, have sole
dispositive power over such 2,062,500 shares. Neither Mr. Johnson nor FMR
Corp. has sole or shared voting power over such shares; as such power
resides with the Boards of Trustees of the Fidelity Funds and is carried
out by Fidelity under written guidelines established by the Boards of
Trustees. In addition, the information indicates that one investment
company, Fidelity Equity--Income Fund, is the beneficial owner of 824,799
shares of the Company's Common Stock. Such information further indicates
that Fidelity Management Trust Company ("Fidelity Trust"), a bank and a
wholly owned subsidiary of FMR Corp., is the beneficial owner of 134,724
shares of the Company's Common Stock as a result of its serving as
investment manager of certain institutional accounts, of which 16,123
shares are issuable upon conversion of the Company's convertible
subordinated debentures. Mr. Johnson and FMR Corp., through its control
of Fidelity Trust, each has sole voting and sole dispositive power over
all such shares.
(3) Information provided by Putnam Investments, LLC on January 10, 2001 on
behalf of itself and Marsh & McLennan Companies, Inc., Putnam Investment
Management, LLC and The Putnam Advisory Company, LLC. Includes 1,023,799
shares of Common Stock and 217,054 shares of Common Stock reserved for
issuance in connection with $3,500,000 principal amount of 7% Convertible
Subordinated Notes due 2002. The information provided indicates that
Putnam Investments, LLC, through its investment advisory subsidiaries,
Putnam Investment Management, LLC and The Putnam Advisory Company, LLC,
has dispositive and voting power with respect to all such shares and
notes.
(4) Information based solely on Amendment No. 2 to Schedule 13D of Wynnefield
Partners Small Cap Value, LP (the "Partnership"), on behalf of itself
Wynnefield Partners Small Cap Value Offshore Fund, Ltd. (the "Fund") and
Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I") dated
November 29, 2000. Such information indicates that the Partnership has
sole voting and dispositive power with respect to 387,800 shares, the
Fund has sole voting and dispositive power with respect to 191,300 shares
and the Partnership-I has sole voting and dispositive power with respect
to 477,850 shares.
3
<PAGE>
(5) Information based solely on Schedule 13G of Dimensional Fund Advisors,
Inc. dated February 4, 2000. The beneficial owner has reported it has
sole voting and dispositive power with respect to all of such shares.
(6) Information based solely on Schedule 13G of Schneider Capital Management
Corporation, dated February 14, 2000. The beneficial owner has reported
it has sole voting power with respect to 149,400 shares and sole
dispositive power with respect to 894,100 shares.
(7) Information based solely on Schedule 13G of First Manhattan Co. dated
February 9, 2000. The beneficial owner has reported that 20,770 shares
are owned by family members of general partners of First Manhattan Co.
First Manhattan Co. disclaims dispositive power as to 14,100 of such
shares and beneficial ownership as to 6,670 of such shares. The
beneficial owner has reported it has sole voting and dispositive power
with respect to 18,945 shares, shared voting power with respect to
783,906 shares and shared dispositive power with respect to 830,592
shares.
(8) Information based solely on Schedule 13G of The TCW Group, Inc. and
Robert Day dated January 20, 2000. Such Information indicates that The
TCW Group, Inc. and Robert Day have shared voting and dispositive power
with respect to all of such shares.
(9) Includes currently exercisable options with respect to 38,396 shares.
(10) Includes 2,000 shares held by a charitable trust of which Mr. Clifford is
a trustee and as to which Mr. Clifford disclaims beneficial ownership and
currently exercisable options with respect to 32,500 shares.
(11) Includes currently exercisable options with respect to 17,500 shares.
(12) Includes currently exercisable options with respect to 12,500 shares.
(13) Includes 67,193 shares and currently exercisable warrants to purchase
24,000 shares owned by Cornerstone Capital, Inc., a corporation of which
Mr. Pulver is the sole stockholder. Includes currently exercisable
options with respect to 22,500 shares.
(14) Includes 4,000 shares held by Mr. Ronick as trustee of a trust and
currently exercisable options with respect to 7,500 shares.
(15) Includes 1,000 shares owned by Mr. Rosenblatt's wife as to which Mr.
Rosenblatt disclaims beneficial ownership, currently exercisable options
with respect to 35,000 shares and 3,100 shares underlying convertible
subordinated debentures, 1,550 shares of which are owned by Mr.
Rosenblatt's wife and as to which Mr. Rosenblatt disclaims beneficial
ownership.
(16) Includes currently exercisable options with respect to 127,699 shares and
36,250 shares subject to options that are exercisable within sixty (60)
days.
(17) Includes currently exercisable options with respect to 64,475 shares and
3,875 shares subject to options that are exercisable within sixty (60)
days.
(18) Includes currently exercisable options with respect to 228,850 shares.
(19) Represents currently exercisable options.
(20) Includes currently exercisable options with respect to 8,700 shares and
4,200 shares subject to options that are exercisable within sixty (60)
days.
(21) Includes currently exercisable options with respect to 605,720 shares,
59,575 shares subject to options that are exercisable within 60 days,
24,000 shares underlying currently exercisable warrants and 3,100 shares
underlying convertible subordinated debentures.
4
<PAGE>
(Proposal Number 1)
AMENDMENT TO RESTATED ARTICLES OF ORGANIZATION TO
CHANGE THE COMPANY'S NAME TO CASUAL MALE CORP.
The Board of Directors has deemed it advisable to change the name of the
Company from "J. Baker, Inc." to "Casual Male Corp." and unanimously approved
an amendment to Article I of the Company's Restated Articles of Organization to
effect this name change.
Reasons for the Amendment
For years, the name "J. Baker, Inc." has signified a company operating in
several different retail niche markets, including the licensed footwear
department business. Effective as of February 3, 2001, the Company sold to
Footstar Corporation substantially all of the assets of its JBI, Inc. and Morse
Shoe, Inc. licensed footwear department businesses. The Company entered into
this transaction in order to enable it to better focus its management and
capital resources on growing its apparel businesses and to reduce debt.
In light of the divestiture of the licensed footwear department business
and the Company's decision to focus on the growth of its apparel business, the
Board of Directors believes the name "Casual Male Corp." will more effectively
emphasize the focus of the Company to customers, suppliers and stockholders. In
addition, the name "Casual Male Corp." will align the Company with its largest,
most recognized retail chain--Casual Male Big & Tall. Finally, the name "Casual
Male Corp." will provide a more simplified identity to the investment
community.
The proposed name change of the Company will not affect the rights of the
stockholders and will not necessitate an exchange of outstanding stock
certificates.
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock is required to approve the amendment. Accordingly,
abstentions and broker non-votes will have the same effect as votes against the
amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE RESTATED
ARTICLES OF ORGANIZATION TO CHANGE THE COMPANY'S NAME.
OTHER MATTERS
The management of the Company knows of no matter not specifically referred
to above as to which any action is expected to be taken at the meeting. It is
intended, however, that the persons named as proxies will vote the proxies in
regard to such other matters and the transaction of such other business as may
properly be brought before the meeting, as seems to them to be in the best
interest of the Company and its stockholders.
5
<PAGE>
STOCKHOLDER PROPOSALS
In accordance with the rules established by the SEC for a proposal of a
stockholder to be included in the Board of Directors' proxy statement for the
Company's 2001 Annual Meeting, the proposal must have been received at the
principal executive offices of the Company on or before January 3, 2001. Such a
proposal must also comply with the requirements as to form and substance
established by the SEC in order to be included in the proxy statement.
In addition, the Company's By-Laws provide that any stockholder of record
wishing to nominate a director or have a stockholder proposal considered at an
annual meeting must provide written notice of such nomination or proposal and
appropriate supporting documentation, as set forth in the By-Laws, to the Clerk
of the Company at its principal executive offices not less than 75 days nor
more than 180 days prior to the anniversary date of the prior year's annual
meeting or special meeting in lieu thereof (the "Anniversary Date"); provided,
however, that in the event that the annual meeting is called for a date more
than seven calendar days prior to the Anniversary Date, stockholders may, under
certain circumstances set forth in the Company's By-Laws, have additional time
to deliver their stockholder notice.
6
<PAGE>
PROXY
J. BAKER, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan I. Weinstein and Elizabeth C. White,
and each of them individually, attorneys with full power of substitution in each
for and in the name of the undersigned, with all powers the undersigned would
possess if personally present to vote all shares of the Common Stock of J.
Baker, Inc. (the "Company") held of record by the undersigned on January 22,
2001 at the Special Meeting of Stockholders to be held February 26, 2001 and any
adjournment or postponement thereof.
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| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
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<PAGE>
[X] Please mark
votes as in
this example.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this
proxy will be voted FOR Proposal 1. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting or any adjournment or postponement thereof.
FOR AGAINST ABSTAIN
1. Proposal to amend the Company's Restated Articles of [_] [_] [_]
Organization to change the Company's name to Casual
Male Corp.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please sign in the same form as name appears on
this card. Fiduciaries and corporate officers
should indicate their title.
Signature: Date: Signature: Date:
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