- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 22 2010 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant
þ
Filed by a Party other than the
Registrant
o
Check the appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o
Definitive
Proxy Statement
o
Definitive
Additional Materials
þ
Soliciting
Material Pursuant to
§ 240.14a-12
BPW ACQUISITION CORP.
(Name of Registrant as Specified in
its Charter)
Payment of Filing Fee (Check the appropriate box):
þ
No
fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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o
Fee
paid previously with preliminary materials.
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o
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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On March 19, 2010, BPW Acquisition Corp. executed letter
agreements, in each case substantially in the form set forth
below, with certain holders of BPW warrants as of
5:00 p.m. EST on March 17, 2010.
BPW
Acquisition Corp.
750 Washington Boulevard
Stamford, Connecticut 06901
March [ ], 2010
Dear Holder of BPW Warrants:
As you know, BPW Acquisition Corp. (BPW) is
soliciting consents (the Consent Solicitation) in
respect of each outstanding warrant to purchase shares of BPW
common stock (the BPW Warrants) in favor of the
authorization to amend (the Warrant Amendment) the
existing warrant agreement, dated as of February 26, 2008,
by and between BPW and Mellon Investor Services LLC (the
Existing Warrant Agreement), governing the BPW
Warrants.
In consideration for the premises and for good and valuable
consideration given to each party hereto, the receipt and
sufficiency of which is hereby acknowledged, you hereby
represent and agree that you are the beneficial owner
of
BPW Warrants (the Owned Warrants) as of
5:00 p.m., New York City time, on March 17, 2010 (the
Record Date), and that promptly upon receipt of a
definitive proxy statement and related letter of consent (the
Definitive Proxy) in connection with the Consent
Solicitation, the form and substance of which is substantially
similar in all material respects to the preliminary proxy
statement filed by BPW on March 16, 2010 (and in no event
later than the Consent Date, as defined in the
definitive proxy materials), notwithstanding any sales or other
transfers by you of BPW Warrants following the Record Date, you
will duly execute and deliver to the information and tabulation
agent for the Consent Solicitation (the Agent), or
instruct your broker, dealer or other nominee to promptly
execute and deliver to the Agent, your consent to the Warrant
Amendment in respect of all of the Owned Shares pursuant to such
letter of consent. You further agree that your consent, upon
delivery, shall be valid and binding and that you shall not
amend, revoke or withdraw such consent in any respect. For the
avoidance of doubt, this letter agreement shall not become
effective until the filing and dissemination by BPW of the
Definitive Proxy.
BPW hereby represents and agrees that it has not consented, and
shall not consent, to any amendment or modification to the
exchange offer in respect of BPW Warrants currently being
conducted by The Talbots, Inc. (the Exchange Offer)
that would cause the consideration paid to any holder of BPW
Warrants tendered in the Exchange Offer to be higher than the
consideration paid to any other holder of BPW Warrants tendered
in the Exchange Offer, and agrees that it shall use commercially
reasonable efforts to prevent any such amendment or modification.
This letter agreement shall remain in effect until the earliest
to occur of the completion or termination of the Exchange Offer.
If any term or other provision of this letter agreement is
invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of
this letter agreement shall nevertheless remain in full force
and effect.
This letter agreement shall be governed by and construed in
accordance with, the laws of the State of Delaware without
regard, to the fullest extent permitted by law, to the conflicts
of laws provisions thereof which might result in the application
of the laws of any other jurisdiction.
Sincerely,
BPW Acquisition Corp.
Acknowledged and Agreed:
Additional
Information and Where to Find It
BPW has filed a preliminary proxy statement on Schedule 14A
with the SEC on March 16, 2010 in connection with the
Consent Solicitation (the Preliminary Proxy
Statement). BPW expects to file a definitive proxy
statement on Schedule 14A with the SEC in connection with
the Consent Solicitation and may file other solicitation
material in connection therewith (the Definitive Proxy
Statement).
Investors and security holders are urged to
read the Preliminary Proxy Statement and the Definitive Proxy
Statement and other relevant documents filed with the SEC when
available carefully because they will contain important
information.
In addition, Talbots has filed with the SEC,
and the SEC has declared effective, a Registration Statement on
Form S-4
containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction between Talbots and
BPW. The final Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction has been mailed to
stockholders of Talbots and BPW. Talbots has also filed with the
SEC, and the SEC has declared effective, a Registration
Statement on
Form S-4
containing a Prospectus/Offer to Exchange and other documents,
as required, in connection with the warrant exchange offer. The
Prospectus/Offer to Exchange and related offer documents have
been mailed to warrantholders of BPW.
Investors and security
holders are urged to read the Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to
Exchange, any amendments or supplements thereto and any other
relevant documents filed with the SEC when available carefully
because they contain important information.
Investors and
security holders will be able to obtain free copies of the
Preliminary Proxy Statement, the Definitive Proxy Statement, the
Registration Statements, the final Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to
Exchange, any amendments or supplements thereto and other
documents filed with the SEC by Talbots and BPW through the web
site maintained by the SEC at
www.sec.gov
. In addition,
investors and security holders will be able to obtain free
copies of the Registration Statements, the final
Prospectus/Proxy Statement/Information Statement, the
Prospectus/Offer to Exchange, and any amendments or supplements
thereto when they become available from Talbots by requesting
them in writing at Investor Relations Department, One Talbots
Drive, Hingham, MA 02043, or by telephone at
(781) 741-4500.
The documents filed by BPW, including the Preliminary Proxy
Statement, the Definitive Proxy Statement and any amendments or
supplements thereto, may also be obtained by requesting them in
writing to Doug McGovern at BPW Acquisition Corp.,
767 Fifth Avenue, 5th Floor, NY, NY 10153, or by
telephone at
(212) 287-3200.
BPW and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from
the security holders of BPW in connection with the proposed
transactions.
You can find information regarding BPWs
directors and executive officers in BPWs Annual Report on
Form 10-K
for its fiscal year ended December 31, 2009, which was
filed with the SEC on March 16, 2010. This document can be
obtained free of charge from the sources indicated above.
Investors and security holders may obtain additional
information regarding the interests of such participants by
reading the Preliminary Proxy Statement, final Prospectus/Proxy
Statement/Information Statement and the Prospectus/Offer to
Exchange, in each case as amended or supplemented.
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