<PAGE>
________________________________________________________________________________
________________________________________________________________________________
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
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
</TABLE>
CHIC BY H.I.S, INC.
(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)(1) 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:
.......................................................................
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
CHIC BY H.I.S, INC.
May 12, 2000
Dear Stockholder:
On behalf of the Board of Directors, I wish to extend to you a cordial
invitation to attend the Special Meeting of Stockholders of Chic By H.I.S, Inc.,
which will be held at 10:00 a.m., Eastern Standard Time, on June 2, 2000 at
Proskauer Rose LLP, 1585 Broadway, New York, New York, 25th floor.
At the Special Meeting, the stockholders will be asked to approve an
amendment to the Company's certificate of incorporation to change the name of
the Company from 'Chic By H.I.S, Inc.' to 'Durango Apparel Inc.' and to transact
such other business as may properly come before such meeting or any adjournment
or adjournments thereof.
I hope you will use this opportunity to take an active part in the affairs
of your Company by voting on the business to come before the Special Meeting
either by executing and returning the enclosed proxy or by casting your vote in
person at the Special Meeting.
It is important that your shares be represented at the Special Meeting,
whether or not you are able to attend. Accordingly, you are urged to sign, date
and mail the enclosed proxy promptly. If you later decide to attend the Special
Meeting, you may revoke your proxy and vote in person.
Thank you.
Sincerely,
DANIEL RUBIN
Co-Chairman of the Board and
Chief Executive Officer
<PAGE>
CHIC BY H.I.S, INC.
1372 BROADWAY
NEW YORK, NEW YORK 10018
---------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2000
---------------------------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Chic By
H.I.S, Inc. (the 'Company') will be held on June 2, 2000 at 10:00 a.m., Eastern
Standard Time, at Proskauer Rose LLP, 1585 Broadway, New York, New York,
25th Floor (the 'Special Meeting'), for the following purposes:
1. To approve an amendment to the Company's certificate of incorporation
to change the name of the Company from 'Chic By H.I.S, Inc.' to 'Durango
Apparel Inc.'; and
2. To transact such other business as may properly come before the
Special Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 1, 2000 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Special Meeting and at any adjournment or adjournments thereof.
For the ten-day period immediately prior to the Special Meeting, a list of
stockholders entitled to vote at the Special Meeting will be available for
inspection at the offices of the Company, located at 1372 Broadway, New York,
New York, for such purposes as are set forth in the General Corporation Law of
the State of Delaware.
By Order of the Board of Directors
DANIEL RUBIN
Chief Executive Officer
May 12, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, TO ASSURE
THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY WILL BE REVOCABLE,
EITHER IN WRITING OR BY VOTING IN PERSON AT THE SPECIAL MEETING, AT ANY TIME
BEFORE ITS EXERCISE.
<PAGE>
CHIC BY H.I.S, INC.
1372 BROADWAY
NEW YORK, NEW YORK 10018
--------------------------
PROXY STATEMENT
--------------------------
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors (the 'Board of
Directors' or the 'Board') of Chic By H.I.S, Inc. (the 'Company') in connection
with the solicitation by the Board of Directors of proxies to be voted at the
Company's Special Meeting of Stockholders to be held on June 2, 2000 at
10:00 a.m., Eastern Standard Time, at Proskauer Rose LLP, 1585 Broadway, New
York, New York, 25th Floor and at any adjournment or adjournments thereof (the
'Special Meeting'), for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders. This Proxy Statement and the accompanying form
of proxy are first being mailed to stockholders on or about May 12, 2000.
VOTING AT ANNUAL MEETING
GENERAL
The Board of Directors has fixed the close of business on May 1, 2000 as the
record date (the 'Record Date') for the determination of stockholders entitled
to notice of and to vote at the Special Meeting. As of the Record Date, there
were issued and outstanding 9,870,793 shares of the Company's common stock, par
value $.01 per share (the 'Common Stock'). The holders of record on the Record
Date of shares of Common Stock entitled to be voted at the Special Meeting are
entitled to cast one vote per share on each matter submitted to a vote at the
Special Meeting. Accordingly, a total of 9,870,793 votes are entitled to be cast
on each matter submitted to a vote at the Special Meeting. A majority of such
votes, present in person or represented by proxy at the Special Meeting, will
constitute a quorum for the transaction of business at the Special Meeting.
PROXIES
Shares of Common Stock which are entitled to be voted at the Special Meeting
and which are represented by properly executed proxies and received in time for
the Special Meeting will be voted in accordance with the instructions indicated
on such proxies. If no instructions are indicated, such shares will be voted FOR
approval of the amendment to the Company's certificate of incorporation to
change the name of the Company from 'Chic By H.I.S, Inc.' to 'Durango Apparel
Inc.' and in the discretion of the proxy holder as to any other matters which
may properly come before the Special Meeting. A stockholder who has executed and
returned a proxy may revoke it at any time before it is voted at the Special
Meeting by executing and returning a proxy bearing a later date, by giving
written notice of revocation to the Secretary of the Company bearing a date
later than the proxy or by attending the Special Meeting and voting in person.
Shares as to which a broker indicates it has no discretion to vote, and which
are not voted, will be considered not present at the Special Meeting for the
purpose of determining the presence of a quorum and as unvoted for approving the
amendment to the Company's certificate of incorporation. Brokers who hold shares
in street name have the authority, in limited circumstances, to vote on certain
items when they have not received instructions from beneficial owners. A broker
will only have such authority if (i) the broker holds shares as executor,
administrator, guardian, trustee or similar representative or fiduciary capacity
with authority to vote, or (ii) the broker is acting pursuant to the rules of
any national securities exchange to which the broker is also a member. Proxies
marked as abstaining on any matter to be acted on by the stockholders will be
treated as present at the Special Meeting for the purpose of determining the
presence of a quorum but will not be counted as votes cast on such matters. The
votes of stockholders present in person or represented by proxy at the Special
Meeting will be tabulated by an inspector of elections appointed by the Company.
<PAGE>
The inspector's duties include determining the number of shares represented at
the Special Meeting, counting all votes and ballots and certifying the
determination of the number of shares represented and the outcome of the
balloting.
The Company will bear all the costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
to stockholders this Proxy Statement and accompanying materials. In addition to
the solicitation of proxies by use of the mails, the directors, officers and
employees of the Company, without additional compensation, may solicit proxies
personally or by telephone or telecopy. Arrangements will be made with brokerage
firms, banks or other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of the shares of Common Stock
held by such persons, and the Company will reimburse such brokerage firms,
banks, custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred by them in connection therewith.
VOTE REQUIRED
The affirmative vote of a majority of the shares of Common Stock outstanding
is required to approve the amendment to the Company's certificate of
incorporation. For purposes of determining whether a proposal has received the
affirmative vote of a majority of the shares of Common Stock outstanding, where
a stockholder abstains from voting or in instances where brokers are prohibited
from exercising or choose not to exercise discretionary authority for beneficial
owners who have not provided voting instructions, those shares of Common Stock
will have the same practical effect as a vote against the proposal.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO 'DURANGO APPAREL INC.'
(PROPOSAL 1)
On April 4, 2000, the Company, Henry I. Siegel Company, Inc., a Delaware
corporation and wholly owned subsidiary of the Company, Chic By H.I.S. Licensing
Corporation, a Delaware corporation and indirect wholly owned subsidiary of the
Company and VF Corporation, a Pennsylvania corporation ('VF') entered into a
Purchase Agreement, pursuant to which VF purchased the global trademark rights
to the Chic brand name, and Chic agreed to change its name.
The Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to the Company's certificate of incorporation changing
the name of the Company from 'Chic By H.I.S, Inc.' to 'Durango Apparel Inc.' The
full text of the proposed certificate of amendment of the Company's certificate
of incorporation is included as Exhibit A.
Stockholders will not be required to submit their stock certificates for
exchange. Following the effective date of the amendment changing the name of the
Company, all new stock certificates issued by the Company will be over-printed
with the Company's new name.
The Board of Directors has determined that this proposal is in the best
interests of the Company and its stockholders and recommends that you vote 'FOR'
this proposal.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company is not aware of any matters that will be presented for action at the
Special Meeting other than those described above. Should other business properly
be brought before the Special Meeting, it is intended that the accompanying
proxy will be voted thereon in the discretion of the persons named as proxies.
By Order of the Board of Directors
DANIEL RUBIN
Chief Executive Officer
May 12, 2000
2
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CHIC BY H.I.S, INC.
PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
It is hereby certified that:
1. Chic By H.I.S, Inc. (the 'Corporation') is a corporation formed under
the laws of the State of Delaware, and its certificate of incorporation was
filed in the office of the Secretary of State on December 2, 1988.
2. The certificate of incorporation is hereby amended by deleting the
existing Article FIRST and replacing it in its entirety with the following
amendment:
'FIRST: The name of the corporation is Durango Apparel Inc.'
3. This amendment to the certificate of incorporation has been duly
adopted in accordance with Section 242 of the General Corporation Law of the
State of Delaware.
The undersigned has signed this certificate on June , 2000.
.....................................
DANIEL RUBIN
CHIEF EXECUTIVE OFFICER
<PAGE>
APPENDIX 1
PROXY CARD
CHIC BY H.I.S, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Chic By H.I.S, Inc. ('Chic') hereby revokes
all previous proxies, acknowledges receipt of the notice of special meeting of
stockholders to be held on Friday, June 2, 2000, and the related proxy
statement, and appoints Daniel Rubin and Arnold Amster, and each of them, as
proxies of the undersigned, with full power of substitution to vote all shares
of Chic's common stock that the undersigned is entitled to vote at a special
meeting of stockholders to be held at Proskauer Rose LLP, 1585 Broadway,
25th Floor, New York, New York, on June 2, 2000, at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof. The shares represented by the proxy may
only be voted in the manner specified below.
1. To approve an amendment to Chic's certificate of incorporation to change
the name of Chic from 'Chic By H.I.S, Inc.' to 'Durango Apparel Inc.'
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To transact such other business as may properly come before the special
meeting and any adjournment or adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE 'FOR' THE ABOVE PROPOSAL.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ABOVE.
IN THE ABSENCE OF DIRECTION FOR THE ABOVE PROPOSAL, THIS PROXY WILL BE VOTED
'FOR' THAT PROPOSAL.
(continued on the other side)
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this proxy. If the
shares are registered in more than one name, the signature of each person in
whose name the shares are registered is required. A corporation should sign in
its full corporate name, with a duly authorized officer signing on behalf of the
corporation and stating his or her title. Trustees, guardians, executors, and
administrators should sign in their official capacity, giving their full title
as such. A partnership should sign in its partnership name, with an authorized
person signing on behalf of the partnership.
Dated: , 2000
---------------------------------
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(Print Name)
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(Authorized Signature)
I plan to attend the special meeting in person:
Yes [ ] No [ ]
