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:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or
(S)240.14a-12
The Stride Rite Corporation
- -----------------------------------------------------------------
(Name of Registrant as Specified In its Charter)
The Stride Rite Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[_] 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:
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:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing is calculated
and state how it was determined.
[_] 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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Notes:
<PAGE>
March 11, 1996
Large Individual Shareholders
Dear ________:
As a holder of record of the Common Stock of The Stride Rite
Corporation, you recently received our 1995 Annual Report to
Shareholders and the proxy statement prepared in connection with
our Annual Meeting of Stockholders on April 23, 1996.
The 1996 proxy statement includes a shareholder proposal (item
number 3) which recommends a change in the structure of our Board
of Directors. The details of the shareholder proposal and our
Board's recommendation with respect to the proposal begin on page
20 of the proxy statement. As encouraged by Massachusetts
Corporate Law and public policy, our Board of Directors has a
"classified" structure, consisting of three classes. We feel the
present structure provides several advantages to the Company and
our shareholders:
A classified Board of Directors promotes continuity of experience
and stability in the conduct of Board business as well as the
Company's policies and management.
A classified Board contributes to more effective long-term
strategic planning.
A classified Board of Directors provides for orderly succession
of directors.
A classified Board of Directors encourages an unsolicited bidder
for control of the Company to negotiate directly with the Board,
which is in the best position to fairly and equitably represent
the interests of all the shareholders.
I URGE YOU TO VOTE AGAINST THIS SHAREHOLDER PROPOSAL. Whether or
not you plan to attend the Annual Meeting, the prompt execution
and return of the proxy card, which was mailed to you earlier
this month, will assure that your shares are represented at the
meeting.
Any comments or questions you may have concerning the proposal
described in the proxy statement are welcome and I would very
much appreciate the opportunity to discuss them with you
personally. Please feel free to call me at (617) 824-6016.
On behalf of our Board of Directors and management of The Stride
Rite Corporation, thank you for your continued interest and
support.
Very truly yours,
/s/ Robert C. Siegel
Robert C. Siegel
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
March 11, 1996
Large Institutional Shareholders:
Dear _______:
Since your organization is a substantial investor in the Common
Stock of The Stride Rite Corporation, I am enclosing with this
letter a copy of the proxy statement for the upcoming Annual
Meeting of Stockholders, to be held on April 23, 1996. Knowing
that your shares are held through a custodian bank and that the
normal path of distribution of these items could result in some
delay, I thought you would appreciate receiving your personal
copy of the materials at an earlier date.
The enclosed proxy statement includes a shareholder proposal
(item number 3) which recommends a change in the structure of our
Board of Directors. The details of the shareholder proposal and
our Board's recommendation with respect to the proposal begin on
page 20 of the proxy statement. As encouraged by Massachusetts
Corporate Law and public policy, our Board of Directors has a
"classified" structure, consisting of three classes. We feel the
present structure provides several advantages to the Company and
our shareholders:
A classified Board of Directors promotes continuity of experience
and stability in the conduct of Board business as well as the
Company's policies and management.
A classified Board contributes to more effective long-term
strategic planning.
A classified Board of Directors provides for orderly succession
of directors.
A classified Board of Directors encourages an unsolicited bidder
for control of the Company to negotiate directly with the Board,
which is in the best position to fairly and equitably represent
the interests of all the shareholders.
I URGE YOU TO VOTE AGAINST THIS SHAREHOLDER PROPOSAL.
Any comments or questions you may have concerning the proposal
described in the proxy statement are welcome and I would very
much appreciate the opportunity to discuss them with you
personally. Please feel free to call me at (617) 824-6016.
On behalf of our Board of Directors and management of The Stride
Rite Corporation, thank you for your continued interest and
support.
Very truly yours,
/s/ Robert C. Siegel
Robert C. Siegel
Chairman of the Board, President and Chief Executive Officer
Enclosures
