0000914121-18-001010.txt : 20180518 0000914121-18-001010.hdr.sgml : 20180518 20180518170710 ACCESSION NUMBER: 0000914121-18-001010 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180518 DATE AS OF CHANGE: 20180518 EFFECTIVENESS DATE: 20180518 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Destination Maternity Corp CENTRAL INDEX KEY: 0000896985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 133045573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21196 FILM NUMBER: 18847542 BUSINESS ADDRESS: STREET 1: 232 STRAWBRIDGE DRIVE CITY: MOORESTOWN STATE: NJ ZIP: 08057 BUSINESS PHONE: 856-291-9700 MAIL ADDRESS: STREET 1: 232 STRAWBRIDGE DRIVE CITY: MOORESTOWN STATE: NJ ZIP: 08057 FORMER COMPANY: FORMER CONFORMED NAME: MOTHERS WORK INC DATE OF NAME CHANGE: 19930205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Miller Nathan G CENTRAL INDEX KEY: 0001720578 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 347 LUKES WOOD RD CITY: NEW CANAAN STATE: CT ZIP: 06840 DFAN14A 1 dm45134998-dfan14a.htm SCHEDULE 14A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
 
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the Securities Exchange Act of 1934
 


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Destination Maternity Corporation
(Name of Registrant as Specified In Its Charter)
 
Nathan G. Miller
Peter O’Malley
Holly N. Alden
Christopher B. Morgan
Marla A. Ryan
Anne-Charlotte Windal
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 


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Nathan G. Miller
c/o NGM Asset Management, LLC
27 Pine Street, Suite 700
New Canaan, CT 06840
May 18, 2018
Via Email

Board of Directors
Destination Maternity Corporation
232 Strawbridge Drive
Moorestown, NJ 08057
Ladies and Gentlemen:
We are writing to express our concern regarding the unprecedented actions taken by the board of directors (the “Board”) of Destination Maternity Corporation (the “Company”) to disenfranchise the Company’s stockholders at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”).
In April 2018, the Board approved the Company’s entry into a support agreement (the “Orchestra Agreement”) with Orchestra-Prémaman (“Orchestra”).  We, like many of our fellow stockholders, were deeply troubled by the terms of the Orchestra Agreement, which entrenched the incumbent directors by effectively selling corporate assets – Board seats – in exchange for Orchestra’s votes.  Moreover, Orchestra has refused to designate a replacement director for one of its Board seats and appears to be reserving the right to designate this replacement after the 2018 Annual Meeting.  In doing so, Orchestra appears to be intentionally acting to deprive stockholders of an opportunity to approve of its designee, and the Company bears responsibility for permitting this through the one-sided Orchestra Agreement.  We initially indicated that we would approve of an expansion of the Board and the addition of Orchestra representatives to the Board based on our belief that having stockholders represented on a board improves alignment of interests between a board and a company’s stockholders.  Such representation should not, however, be gained as part of a vote buying scheme designed to extinguish accountability to stockholders.
As you know, it is well-established that stockholders’ ability to elect directors at a company’s annual meeting, in a fair and equitable manner without improper interference from the incumbent board, is a fundamental principle of corporate governance.  That this Board would approve the Orchestra Agreement, and purportedly guarantee board-level influence to a stockholder who only months earlier you publicly stated was “unconstructive, distracting and value-destructive,” made a “calculated decision to conceal its true intentions from Destination’s Board and stockholders,” had a “distinct and potentially conflicting set of interests” and has “repeatedly violated U.S. securities laws,” is an affront to that principle and in our view constitutes a clear dereliction of your duties to the stockholders that you serve.
This is a critical inflection point for the Company, and time is of the essence.  The Board should immediately take action to reject the Orchestra Agreement as invalid.  If you as directors are unable or unwilling to act in the interests of all of the Company’s stockholders, then we trust that at the 2018 Annual Meeting our fellow stockholders will do what is needed and elect a new Board that will.  We reserve all rights and remedies.


Very truly yours,
 
/s/ Nathan G. Miller                              
 
Nathan G. Miller