sec document
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
Filed by the Registrant /_/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
STEVEN MADDEN, LTD.
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(Name of Registrant as Specified in Its Charter)
BARINGTON CAPITAL GROUP, L.P.
BARINGTON COMPANIES INVESTORS, LLC
JAMES MITAROTONDA
BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI),
BARINGTON COMPANIES ADVISORS, LLC
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
LNA CAPITAL CORP.
PARCHE, LLC
STARBOARD VALUE &OPPORTUNITY FUND, LLC
ADMIRAL ADVISORS, LLC
RAMIUS CAPITAL GROUP, LLC
C4S &CO., LLC
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
RJG CAPITAL PARTNERS, LP
RJG CAPITAL MANAGEMENT, LLC
RONALD GROSS
(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: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not applicable
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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): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
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/_/ Fee paid previously with preliminary materials:
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/_/ 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: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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Barington Capital Group, L.P. ("Barington"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission in connection with a possible
preliminary filing with the SEC of a proxy statement and an accompanying WHITE
proxy card to be used to solicit votes for the election of their nominees at the
2005 annual meeting of stockholders of Steven Madden, Ltd., a Delaware
corporation (the "Company"), which has not yet been scheduled.
Item 1: On December 16, 2004, Barington issued the following press
release announcing that it applauds the appointment of Harold Kahn to the board
of directors of the Company.
FOR IMMEDIATE RELEASE CONTACT:
December 16, 2004 Ellen Barry/Robin Gilliland
Brunswick Group
(212) 333-3810
BARINGTON CAPITAL GROUP APPLAUDS APPOINTMENT OF
HAROLD KAHN TO THE BOARD OF DIRECTORS OF STEVEN MADDEN, LTD.
New York, New York, December 16, 2004 - Barington Capital Group, L.P.
("Barington") announced today that it applauds the appointment of Harold Kahn to
the Board of Directors of Steven Madden, Ltd. (Nasdaq: SHOO) (the "Company").
"We are delighted that Steven Madden, Ltd. has taken this first step
to address our concerns by appointing Harold Kahn to its Board of Directors,"
stated James Mitarotonda, Chairman and Chief Executive Officer of Barington.
"Hal Kahn is one of the most respected leaders in the retail and merchandising
sector. His track record and experience are outstanding. He brings to Steven
Madden, Ltd. much needed management and industry experience."
"Hal is the type of accomplished executive that the Company could use
as its Chief Executive Officer. We look forward to the positive impact that he
will have on the Company's plans and performance," Mitarotonda concluded.
Barington also stated its hope that the Board will address its
numerous other concerns that were outlined in the letter Barington sent to the
Company's outside directors earlier this week. As one of the Company's largest
stockholders, Barington is committed to improving shareholder value for the
benefit of all stockholders of Steven Madden, Ltd., and reiterates its
willingness to meet with the Board to discuss ways to address its other concerns
in greater detail.
ABOUT BARINGTON CAPITAL GROUP, L.P.
Barington Capital Group, L.P. is an investment management firm that
primarily invests in undervalued, small-capitalization companies. Barington and
its principals are experienced value-added investors who have taken active roles
in assisting management teams in creating or improving shareholder value.
Barington represents a group of investors that own 1,005,420 shares of Steven
Madden, Ltd., or approximately 7.7% of the Company's outstanding common stock.
* * * * *
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Barington Capital Group, L.P. ("Barington"), together with the other
participants named herein, may make a preliminary filing with the SEC of a proxy
statement and an accompanying WHITE proxy card to be used to solicit votes for
the election of their nominees at the 2005 annual meeting of stockholders of
Steven Madden, Ltd., a Delaware corporation (the "Company"), which has not yet
been scheduled.
IN THE EVENT THAT A DETERMINATION IS MADE TO FILE A PROXY STATEMENT
WITH THE SEC, BARINGTON STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT, IF FILED, WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT, IF FILED, WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: 800-322-2885
OR PROXY@MACKENZIEPARTNERS.COM.
The participants in such potential proxy solicitation are
anticipated to be Barington, Barington Companies Investors, LLC, James
Mitarotonda, Barington Companies Offshore Fund, Ltd. (BVI), Barington Companies
Advisors, LLC, Barington Companies Equity Partners, L.P., LNA Capital Corp.,
Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC,
Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark,
Jeffrey M. Solomon, Thomas W. Strauss, RJG Capital Partners, LP, RJG Capital
Management, LLC and Ronald Gross (together, the "Participants").
Information regarding the Participants and their direct or indirect
interests is available in their Amendment No. 3 to Schedule 13D, jointly filed
with the SEC on December 13, 2004.
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