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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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LITTLE SWITZERLAND, INC.
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(Name of Registrant as Specified in its Charter)
ASPEN INVESTMENTS INC.
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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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[COLOMBIAN EMERALDS LETTERHEAD]
September 29, 1997
DEAR LITTLE SWITZERLAND SHAREHOLDER:
I am writing to let you know of our great interest in combining Little
Switzerland, Inc. with the Colombian Emeralds International group of companies.
WHO ARE COLOMBIAN EMERALDS AND STEPHEN CRANE?
Like Little Switzerland, Colombian Emeralds sells jewelry, precious gems,
fine watches and other luxury goods through a network of 60 duty free shops in
the Bahamas, the Caribbean and Alaska.
As the controlling stockholder and Chief Executive Officer of Colombian
Emeralds, which is not publicly traded, I strongly believe in the merits of a
Little Switzerland/Colombian Emeralds combination. I have been President of
Colombian Emeralds since 1972, after beginning my career in retailing in the
U.K. in 1961. I am also the beneficial owner of 261,100 shares of Little
Switzerland common stock.
Today, Colombian Emeralds is the largest retailer of duty free luxury items
in the Caribbean region. Last year we had revenues of approximately $117 million
and net income of $9.2 million. These figures compare favorably with Little
Switzerland's 1996 financial results of $63 million in revenues and $915,000 in
net income.
ENCLOSED IS A COPY OF PRELIMINARY PROXY MATERIALS RECENTLY FILED BY
COLOMBIAN EMERALDS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. COLOMBIAN
EMERALDS' PROXY MATERIALS DISCUSS THE PROPOSALS WE HAVE MADE TO THE LITTLE
SWITZERLAND BOARD OF DIRECTORS AS WELL AS OUR PLANS TO REPLACE LITTLE
SWITZERLAND, INC.'S CHAIRMAN, C. WILLIAM CAREY, AT THE COMPANY'S 1997 ANNUAL
MEETING, EXPECTED TO BE HELD LATE THIS YEAR.
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NOTE: THESE ARE PRELIMINARY PROXY MATERIALS AND AS REQUIRED BY U.S.
SECURITIES LAWS DO NOT INCLUDE A PROXY CARD. ONCE OUR PROXY MATERIALS BECOME
DEFINITIVE, YOU WILL RECEIVE ANOTHER COPY ALONG WITH OUR GOLD PROXY CARD WHICH
YOU CAN USE TO VOTE YOUR SHARES.
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THIS IS YOUR OPPORTUNITY TO SEND A MESSAGE TO MANAGEMENT
Since July we have clearly and continuously communicated our willingness to
negotiate a transaction which would be tax-free and immediately accretive to
LSVI shareholders and in which Little Switzerland would be the surviving entity.
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We have been repeatedly rebuffed by the Little Switzerland Board, who
refuse to consider entering into negotiations on your behalf or even to publicly
disclose the receipt of our offers.
Though we strongly prefer to avoid a costly and contentious proxy fight,
the Board's actions have left us with no choice except to take the issues
directly to the shareholders.
THIS IS YOUR OPPORTUNITY TO BE GIVEN A VOICE IN THIS PROCESS. WE URGE YOU
TO CONTACT LITTLE SWITZERLAND'S BOARD AND MANAGEMENT TO INSIST THAT THEY
NEGOTIATE A TRANSACTION THAT WOULD MAXIMIZE THE VALUE OF YOUR LSVI SHARES. WITH
THE CRUCIAL WINTER SELLING SEASON FAST APPROACHING, IT IS IMPORTANT THAT
NEGOTIATIONS BEGIN AS SOON AS POSSIBLE.
If elected, I strongly believe I would be able to persuade my fellow Board
members of the merits of a business combination, which I envision could be
completed within three to six months. If I cannot do so, I think the best future
path for both companies would be to pursue independent courses and I would
resign promptly from the Board.
THERE ARE COMPELLING REASONS TO COMBINE
THESE TWO COMPANIES
There are clearly significant operating efficiencies, including improved
market share potential, increased profit margins and a stronger ability to
finance new stores, which could result from a Little Switzerland/Colombian
Emeralds combination.
OUR MOST RECENT PROPOSAL WOULD ALLOW LITTLE SWITZERLAND SHAREHOLDERS TO
GAIN STRONG UPSIDE POTENTIAL IN LSVI'S SHARE PRICE, WHILE LIMITING DOWNSIDE
EXPOSURE TO $6.15 PER SHARE. THIS PRICE IS WELL IN EXCESS OF THE COMPANY'S
TRADING RANGE OF $4.25 TO $5.00 LAST SPRING, BEFORE THE ANNOUNCEMENT OF CERTAIN
13D ACCUMULATORS AND A CORRESPONDING 40% RISE IN THE STOCK AS A RESULT OF
TAKEOVER RUMORS.
A copy of our latest definitive proposal letter to the Company's Board is
included in the preliminary proxy materials and I urge you to read the details
of our offer carefully.
If you have questions please contact MacKenzie Partners, Inc., who are
assisting us with this transaction, toll-free at (800) 322-2885.
Sincerely,
/ sig cut /
STEPHEN G. E. CRANE
President and Chief
Executive Officer
