Jewelcor Management Inc – ‘PREN14A’ for 12/7/98 re: Destination XL Group, Inc.

As of:  Monday, 12/7/98   ·   For:  12/7/98   ·   Accession #:  921530-98-139   ·   File #:  0-15898

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Preliminary Non-Management Proxy Solicitation Material — Non-Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREN14A     Schedule 14A Re Designs, Inc.                         26     99K 

Document Table of Contents

PREN14A
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 PRELIMINARY COPY DECEMBER 7, 1998 - SUBJECT TO COMPLETION

SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant {   }                                                   

Filed by a Party other than the Registration {x}                                

Check the appropriate box:                                                      

{ x }   Preliminary Consent Statement                                           

{   }   Confidential, for Use  of  the  Commission  Only (as  Permitted  by Rule
14a-6(e)(2))                                                    

{   }   Definitive Consent Statement                                            

{   }   Definitive Additional Materials                                         

{   }   Soliciting Material Pursuant to  ss. 240.14a-11(c) or ss. 240.14a-12    

 DESIGNS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 JEWELCOR MANAGEMENT, INC.
(NAME OF PERSON(S) FILING CONSENT STATEMENT, IF OTHER THAN
 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  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:                      

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................................................................................

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:                                                            

................................................................................

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     PRELIMINARY COPY - DECEMBER 7, 1998
SUBJECT TO COMPLETION         

 CONSENT STATEMENT
OF
 JEWELCOR MANAGEMENT, INC.
 FOR
 DESIGNS, INC.

                  This Consent Solicitation  Statement (the "Consent Statement")
and  the  accompanying  form  of  written  consent  are  furnished  by  Jewelcor
Management, Inc. ("JMI") in connection with its solicitation of written consents
from the  holders  of common  stock,  $0.01 par  value  per share  (the  "Common
Stock"), of Designs,  Inc., a Delaware corporation (the "Company"),  to take the
following actions without a meeting of the Company's stockholders,  as permitted
by Delaware law:                                                                

        1.        Remove  (i) all  current  members  of the  Company's  Board of
                  Directors  (the "Board of  Directors")  other than  Stanley I.
                  Berger and (ii) any other  person or persons  (other  than the
                  persons elected pursuant to this consent) elected or appointed
                  to the Board of Directors  prior to the effective time of this
                  stockholder  action in  addition  to or in lieu of any of such
                  current members (including any persons elected or appointed in
                  lieu  of  Stanley  I.  Berger)  to  fill  any  newly   created
                  directorship or vacancy on the Board of Directors or otherwise
(the "Director Removal Proposal");          

        2.        Elect Jesse H. Choper,  Seymour  Holtzman,  Peter R. McMullin,
                  Deborah  M. Rhem-Jackson  and Steve R.  Tomasi  (collectively,
                  the "JMI  Nominees"  or the  "Nominees")  as  directors of the
                  Company to serve until their  respective  successors  are duly
             elected and qualified (the "Director Election Proposal");

        3.        Amend   Section  4.1  of  the  By-Laws  of  the  Company  (the
                  "By-Laws")  to set the  number  of  directors  on the Board of
 Directors at six (the "Board Size Proposal");

        4.        Amend   Section   4.16  of  the  By-Laws  to  clarify  that  a
                  stockholder seeking to nominate candidates for election to the
                  Board of Directors pursuant to a stockholder action by written
                  consent   need  not  comply  with  the  advance   notification
                  provisions   of  the  By-Laws   (the   "Advance   Notification
                  Provisions")  applicable  to the  nomination  of candidates in
                  connection  with  meetings of the  stockholders  (the "Advance
Notification Clarification Proposal");      

        5.        Repeal  any  By-Laws   adopted  by  the  Board  of   Directors
                  subsequent  to December 11, 1995,  the  effective  date of the
                  Company's  By-laws most recently filed by the Company with the
                  Securities Exchange  Commission (the "Commission"),  and prior
                  to the effectiveness of the Proposals (as defined below) other
                  than  the  ByLaws  adopted  as  contemplated  by this  Consent
                  Statement (the "By-Law  Proposal" and,  collectively  with the
                  Director Removal Proposal, the Director Election Proposal, the
                  Board Size Proposal and the Advance Notification Clarification
Proposal, the "Proposals").                 

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                  Stockholders  of the Company are being asked to express  their
consent to the  Proposals  by  MARKING,  SIGNING and DATING the  enclosed  WHITE
consent card and returning it to D.F.  King & Co.,  Inc. in accordance  with the
instructions set forth below.                                                   

JMI RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS

                  This Consent Statement and the enclosed WHITE consent card are
first being  furnished to the Company's  stockholders  on or about  December __,
1998.                                                                           

SUMMARY OF CONSENT PROCEDURE

                  The  Proposals  will  become  effective  on the date  when the
written  consents  of holders of a  majority  of the shares of the Common  Stock
outstanding  on the record date as determined  in  accordance  with Delaware law
(the  "Record  Date")  are  delivered  to the  Company,  so long as each of such
consents  is  delivered  to the  Company  within 60 days of the  earliest  dated
consent  delivered to the Company.  As applicable  here,  Section  213(b) of the
Delaware General  Corporation Law (the "DGCL") provides that the record date for
a consent  solicitation shall be as established by the board of directors of the
corporation  (i.e.,  the  Company),  which  date shall not be more than ten days
after the date upon which the  resolution  fixing the record  date is adopted by
the  board,  or, if no record  date is  established,  shall be the first date on
which a signed written consent is delivered to the corporation.  JMI delivered a
signed  written  consent to the Company on December  7, 1998.  Accordingly,  JMI
believes that the Record Date is December 7, 1998.                              

                  The  Company  reported  that there were  15,864,000  shares of
Common  Stock  outstanding  at  August  1,  1998.  Each  share of  Common  Stock
outstanding  on the Record Date is entitled to one vote on each of the Proposals
and are not entitled to cumulative voting.  Accordingly,  based on the number of
shares  reported  by the  Company  as  outstanding  on August 1,  1998,  written
consents  by  holders  representing  7,932,001  shares of Common  Stock  will be
required to adopt and  approve  each of the  Proposals.  JMI intends to vote the
1,570,200 shares of Common Stock (representing  approximately 9.9% of the shares
of Common  Stock  reported by the Company as  outstanding  on August 1, 1998) it
owns in favor of the  Proposals.  Accordingly,  based on the  number  of  shares
reported by the Company as  outstanding on August 1, 1998,  written  consents by
holders  representing  an  additional  6,361,801  shares  of  Common  Stock,  or
approximately  44.5% of the shares not owned by JMI,  will be  required to adopt
and approve each of the  Proposals.  Each  abstention  and broker  non-vote with
respect to any of the Proposals  will have the same effect as voting against the
adoption of such Proposal.                                                      

                  JMI RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS. YOUR
CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED WHITE CONSENT CARD
AND RETURN IT IN THE ENCLOSED  POSTAGE-PAID  ENVELOPE PROMPTLY.  FAILURE TO SIGN
AND  RETURN  YOURCONSENT  WILL  HAVE THE  SAME  EFFECT  AS  VOTING  AGAINST  THE
PROPOSALS.                                                                      

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                  JMI has retained  D.F.  King & Co., Inc. ("DF King") to assist
in the  solicitation of consents.  If your shares are held in your name,  please
mark,  sign,  date and mail the  enclosed  WHITE  consent card to DF King in the
postage-paid  envelope  provided.  If your  shares  are  held  in the  name of a
brokerage firm, bank nominee or other institution, you should contact the person
responsible for your account and  give  instructions  for the WHITE consent card
representing  your  shares to be marked,  dated,  signed and  mailed.  Only that
institution can execute a WHITE consent card with respect to your shares held in
the name of such institution and only upon receipt of specific instructions from
you.  JMI urges you to  confirm  in  writing  your  instructions  to the  person
responsible for your account and to provide a copy of those  instructions to JMI
in care of DF King at the  address  set forth below so that JMI will be aware of
all  instructions  given and can  attempt to ensure that such  instructions  are
followed.                                                                       

                  If you have any  questions  about  executing  your  consent or
require assistance, please contact:                                             

 D.F. King & Co., Inc.
 77 Water Street, 20th Floor
New York, NY 10005
 Toll Free: (800) 431-9643
Banks and Brokers call collect: (212) 269-5550

 INFORMATION ABOUT JMI

                  JMI is a Nevada  corporation and a wholly-owned  subsidiary of
Jewelcor,   Inc.,  a  Pennsylvania  corporation  ("JI"),  which  in  turn  is  a
wholly-owned  subsidiary of S.H.  Holdings,  Inc.  ("SH").  Seymour Holtzman and
Evelyn  Holtzman,  husband  and  wife,  own,  as  tenants  by  the  entirety,  a
controlling  interest of SH. The  principal  business of JMI is  investment  and
management  services.  The principal  business of JI is the rental of commercial
real estate. SH is a holding company. Mr. Holtzman is the President and Chairman
of the  Board of  Directors  of each of JMI,  JI and SH.  As of the date of this
Consent  Statement,  JMI owns an aggregate  of 1,570,200  shares of Common Stock
representing  approximately  9.9% of the shares of the  Company's  Common  Stock
outstanding  on August 1, 1998, as reported by the Company for the Quarter ended
August  1,  1998 on Form  10-Q  filed by the  Company  with the  Securities  and
Exchange Commission (the "Commission").  The business address and the address of
the  principal  executive  offices  of  JMI  is 100  North  Wilkes-Barre  Blvd.,
Wilkes-Barre, Pennsylvania 18702.                                               

                  Additional information about JMI and its Nominees is set forth
under the heading "Certain Other Information Regarding JMI and the JMI Nominees"
and in Annex A attached to this Consent Statement.                              

BACKGROUND OF THE CONSENT SOLICITATION

                  Beginning in October 1998,  JMI began to acquire shares of the
Company's Common Stock because JMI believed that the then current trading prices
of the  Common  Stock did not  adequately  reflect  the value of the  underlying
business and assets of the Company.                                             

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                  On  November  27,  1998 JMI,  JI, SH and  Seymour  and  Evelyn
Holtzman  (the  "Reporting  Persons")  filed with the  Commission a Statement on
Schedule 13D (the "Schedule 13D")  disclosing that JMI had acquired in excess of
5% of the outstanding shares of the Company's Common Stock.                     

                  On December 1, 1998 the  Reporting  Persons filed an amendment
to the  Schedule 13D  disclosing  that JMI had  acquired an  additional  528,500
shares of the Company's Common Stock,  bringing JMI's ownership to approximately
9.9% of the Common Stock last reported by the Company as outstanding.           

                  The total  amount of funds  required to purchase the shares of
Common  Stock  acquired by JMI since  October 26, 1998 was  $976,978.50,  all of
which was obtained  through credit made  available to JMI under standard  margin
agreements  with a registered  broker dealer entered into in the ordinary course
of business.                                                                    

                  On December  7, 1998,  JMI  delivered  a copy of this  Consent
Statement and the JMI written  consent in favor of the Proposals to the Company.
JMI also  delivered a demand for the Company to provide,  among other things,  a
list of  stockholders  of the Company to assist JMI in  delivering  this Consent
Statement  to  the  Company's   stockholders  and  in  communicating  with  such
stockholders.                                                                   

                  JMI believes  that the  Company's  existing  business plan and
strategy,  which has been formulated and implemented  under the direction of the
current Board of Directors and management,  has  demonstrably  failed to enhance
stockholder value and the Company's business prospects.  Examples of the results
of this failure can be seen from information reported by the Company:           

*        The Company reported an operating loss of  approximately  $46.1 million
         for the fiscal year ended  January 31, 1998  (reported in the Company's
Form 10-K for such fiscal year).                              

*        The Company  reported an operating loss of  approximately  $5.0 million
         for the quarter ended May 2, 1998  (reported in the Company's Form 10-Q
for such quarter).                                            

*        The Company  reported an operating loss of  approximately  $5.1 million
         for the quarter ended August 1, 1998  (reported in the  Company's  Form
10-Q for such quarter).                                       

 *       The Company reported   an operating loss of approximately $15.2 million
         for the  quarter  ended  October 31, 1998  (reported  in the  Company's
November 16, 1998 press release).                             

                  The closing price for the  Company's  Common Stock on December
31, 1994, the month in which Mr.  Reichman  became Chief  Executive  Officer was
$7.00.  The closing price for the  Company's  Common Stock on November 25, 1998,
the business day  preceding  the filing by JMI of its initial  Schedule 13D, was
$.69 -- a decline of $6.31 or approximately 90%.                                

                  Based  upon  JMI's  review  of  the  Company's   business  and
financial  results,  JMI firmly  believes  that the  execution of the  strategic
business plan of the Company as designed and  implemented  by the existing Board
of Directors and management has been a complete  failure for the Company and its
stockholders.                                                                   

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                  If the JMI  Nominees  are elected as directors of the Company,
they will  immediately  undertake a review of the  Company's  business  plan and
management to determine a plan to enhance  stockholder  value.  Based upon JMI's
review of the Company's  existing  business strategy as reported by the Company,
it believes that the Company  should  decisively  return to a business  strategy
focused principally on marketing Levi's(R) and Dockers(R) brand name merchandise
through  factory outlet stores.  JMI believes that the Company should shift away
from,  and  exit,  the  business  associated  with  the  Boston  Trading  Co.(R)
vertically  integrated private label concept and the Buffalo Jeans product, and,
subject to existing commitments, close unprofitable stores.                     

                  As part of its  overall  review  and  shift  toward  the  core
business of selling  Levi's(R) and  Dockers(R)  branded  merchandise  at factory
outlet stores, the JMI Nominees will examine the existing  management  structure
and personnel and seek to make necessary  management  changes where appropriate.
The JMI Nominees  would also seek to  substantially  reduce  administrative  and
other overhead expenses to become a true low cost retail operator with a goal of
creating  a  sustainable  competitive  advantage.  The JMI  Nominees  would also
consider all other  options to enhance  stockholder  value,  including,  but not
limited to, a sale or merger of the Company or stock buy back programs.         

                  As part of this  Consent  Solicitation,  JMI is not seeking to
remove the current chairman,  Stanley I. Berger.  Mr. Holtzman,  the Chairman of
the Board and President of JMI, has personally  known Mr. Berger for many years.
Mr.  Berger had served as the Chief  Executive  Officer of the Company  when the
Company was financially  healthy and since that time, while under the management
of a different Chief Executive Officer,  the financial  condition of the Company
had  deteriorated.  JMI believes  that it would be in the best  interests of the
stockholders  for Mr.  Berger  to  remain  as a  director  of the  Company  and,
therefore, has not proposed that he be removed as a director. However, there can
be no assurance  that Mr. Berger will continue to serve as a director if the JMI
Nominees  are  elected.  If Mr.  Berger  declines  to serve as a director if the
Nominees  are  elected  or were to  resign  prior to the  effectiveness  of this
consent  solicitation,  the JMI Nominees currently intend to fill the vacancy on
the Board created by his resignation.                                           

 THE PROPOSALS

                  JMI is seeking written  consents from the holders of shares of
Common Stock to elect the Nominees and adopt the other Proposals and to take the
following actions without a stockholders meeting, as permitted by the DGCL.     

                  The  effectiveness of each of the Proposals is subject to, and
conditioned  upon, the adoption of each of the other Proposals by the holders of
record,  as of the close of  business on the Record  Date,  of a majority of the
shares of the Company's Common Stock then outstanding. However, if Proposal 5 is
not so adopted,  JMI reserves the right to waive this  condition,  but only with
respect to Proposal 5.                                                          

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1.     Board Removal Proposal               
----------------------        

                  This proposal would remove each of the current  members of the
Company's Board of Directors  other than the Remaining  Director and the persons
elected pursuant to this consent. The text of the resolution is as follows:     

                  "RESOLVED,  that  (i)  each  current  member  of the  Board of
                  Directors  of the  Company,  other than Stanley I. Berger (the
                  "Remaining  Director")  and (ii) any other  person or  persons
                  (other than the  persons  elected  pursuant  to this  consent)
                  elected or appointed to the Board of Directors of the Company,
                  prior to the effective time of this  resolution in addition to
                  or in lieu  of any of  such  current  members  (including  any
                  persons   elected  or  appointed  in  lieu  of  the  Remaining
                  Director) to fill any newly created directorship or vacancy on
                  the Board of Directors of the Company, or otherwise, is hereby
                  removed  and the  office of each  such  member of the Board of
Directors is hereby declared vacant."       

                  Delaware law provides, as relevant here, that directors of the
Company may be removed,  with or without cause,  by the holders of a majority of
the  shares  of  Common  Stock  then  entitled  to  vote at an  election  of the
directors.  This Proposal would remove all of the current  directors (other than
the  Remaining  Director)  so that the  Nominees,  if  elected,  along  with the
Remaining Director, would constitute the entire Board of Directors.             

2.     Director Election Proposal           
--------------------------    

                  This  proposal  would elect the five  persons  listed below as
directors of the Company. The text of the resolution is as follows:             

                  "RESOLVED,  that the following  persons are hereby  elected as
                  directors  of the  Company  to serve  until  their  respective
successors are duly elected and qualified:  

                  Jesse H. Choper, Seymour Holtzman, Peter R. McMullin,  Deborah
M. Rhem-Jackson and Steve R. Tomasi."       

                  JMI seeks to replace the current Board of Directors other than
the Remaining Director with its own Nominees.  If elected, the Nominees would be
responsible  for managing the business and affairs of the Company.  The Nominees
understand  that,  as directors of the Company,  each of them has an  obligation
under Delaware law to the  scrupulous  observance of his or her duty of care and
duty of loyalty to the Company and its stockholders.                            

                  JMI proposes that the JMI Nominees named above,  once elected,
serve  until  the next  annual  meeting  of the  stockholders  and  until  their
successors  have been duly elected and  qualified.  Each of the JMI Nominees has
consented to serve as a director of the Company if elected. See the next Section
for more information about the JMI Nominees.                                    

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3.     Board Size Proposal                  
-------------------           

                  This  proposal  would amend  Section 4.1 of the By-Laws to set
the  number of  directors  on the  Board of  Directors  at six.  The text of the
amending resolution to the By-Laws,  which should be carefully reviewed,  is set
forth below.                                                                    

                  "RESOLVED,  that  the  stockholders  hereby  amend  the  first
              sentence of Section 4.1 of the By-Laws to read as follows:

           'The Board of Directors shall consist of six members.'"

                  The  Company  By-Laws  currently  provide  that  the  Board of
Directors shall consist of one or more members, with the number to be determined
from time to time by the Board of Directors.  The Board Size Proposal  would set
the  number of  directors  on the Board of  Directors  at six,  so that,  if the
Director Election Proposal is approved, the Nominees together with the Remaining
Director would constitute the entire Board of Directors.                        

      4.     Advance Notification Clarification Proposal
             -------------------------------------------

                  This  proposal  would  amend  Section  4.16 of the  By-Laws to
clarify that a stockholder seeking to nominate persons for election to the Board
of Directors by stockholder  action by written  consent need not comply with the
Advance  Notification  Provisions.  The  text  of the  resolution  amending  the
By-Laws, which should be carefully reviewed, is set forth below.                

                  "RESOLVED,  that the stockholders hereby amend Section 4.16 of
                  the By-Laws by adding the  following  sentence  after the last
sentence thereof:                           

                  'Notwithstanding  anything  contained  in this Section 4.16 or
                  any other provision of these By-Laws,  any stockholder seeking
                  to nominate  candidates for election to the Board of Directors
                  of the Corporation  pursuant to stockholder  action by written
                  consent   need  not  comply  with  any  advance   notification
                  provisions  contained  in these  By-Laws,  including,  without
limitation, this Section 4.16.'"            

                  Section 3.13 of the By-Laws provides that any action which may
be taken at any annual or special  meeting of stockholders of the Company may be
taken  without a meeting,  without  prior  notice and without a vote,  if proper
written consent is made to the action as described therein.  Section 4.16 of the
By-Laws  currently  provides,  among other  things,  that : "No person  shall be
elected by the stockholders as directors of the Corporation  unless nominated in
accordance  with the  procedures set forth in this Section 4.16." The procedures
set forth in Section 4.16 purport to require certain  information to be provided
to the Company within certain specified time frames in order for a nomination to
the Board of Directors to be made other than those made by, or at the  direction
of, the Board of Directors. These procedures appear to apply only to nominations
for  election  to the Board of  Directors  at annual  and  special  meetings  of
stockholders.  Nevertheless, the Advance Notification Clarification Amendment is
being proposed in order to clarify that the  requirements of Section 4.16 of the
By-Laws are  inapplicable  to the  election of  directors  pursuant to action by
written consent of stockholders.                                                

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5.     By-Law Proposal                      
---------------               

                  This proposal  would repeal each provision of any amendment to
the By-Laws  adopted  subsequent to December 11, 1995, the effective date of the
Company's  By-Laws  filed most  recently  with the  Company's  filings  with the
Commission,  and prior to the  effectiveness  of the  Proposals  other  than the
By-Laws  adopted as  contemplated  by this Consent  Statement.  This proposal is
designed to prevent  the Board of  Directors  from  taking  actions to amend the
By-Laws to prevent the stockholders from accomplishing the objectives  described
in this Consent Statement. The text of the resolution is set forth below.       

                  "RESOLVED, that all By-Laws adopted subsequent to December 11,
                  1995 and prior to the  effectiveness of this resolution (other
                  than  those  specifically  adopted  pursuant  to  the  consent
                  solicitation undertaken by Jewelcor Management, Inc.) shall be
null and void and of no force and effect."  

                  Section  109 of the  DGCL  provides  that ". . . the  power to
adopt, amend or repeal bylaws shall be in the stockholders  entitled to vote...;
provided,  however,  any corporation  may, in its certificate of  incorporation,
confer the power to adopt,  amend or repeal bylaws upon the  directors.  . . The
fact that such  power has been so  conferred  upon the  directors.  . .shall not
divest the  stockholders  . . . of the power,  nor limit  their  power to adopt,
amend, or repeal bylaws." JMI believes that such an unequivocal  statement makes
it clear that the  stockholders of the Company have the power under Delaware law
to repeal  By-Laws  as  provided  by the By- Law  Proposal,  whether  or not the
By-Laws so amended or repealed are known to the  stockholders.  To the knowledge
of JMI, the Delaware courts have not addressed the validity of a proposal in the
form of the By-Law Proposal.                                                    

                  If the Board of Directors  of the Company  adopts any material
amendments  to the  By-Laws  which are  relevant to the  Proposals  prior to the
effectiveness  of  the  Proposals,   JMI  may  forward  additional  solicitation
materials to the Company's stockholders regarding such actions.                 

CERTAIN OTHER INFORMATION REGARDING JMI AND THE JMI NOMINEES

                  Set forth below are the name, age, business  address,  present
principal  occupation and employment  history of each of the JMI Nominees for at
least the past five years.  This  information  has been  furnished to JMI by the
respective  Nominees.  Each of the Nominees has consented to serve as a director
of the Company.  Each of the  Nominees is at least 18 years of age.  None of the
entities referenced below is a parent or subsidiary of the Company.             

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Name, Age and                                                             
Business Address                  Principal Occupation and Five Year History  
----------------                  ------------------------------------------  

Jesse H. Choper, 63       Mr.  Choper  has  been the Earl  Warren  Professor  of
University of California  Public Law at the University of California at Berkeley
at Berkeley               School of Law since  1965.  Professor  Choper  was the
School of Law             Dean of the Law School from 1982 to 1992.  In 1996, he
Berkeley, CA 94720        was a visiting  Professor at  Universitad  Autonoma in
                          Barcelona,  Spain. From 1960 to 1961, Professor Choper
                  was a law clerk for Chief Justice Earl Warren.

Seymour Holtzman, 63      Mr.  Holtzman  is  the  founder  and  Chief  Executive
100 North Wilkes Barre    Officer of Jewelcor  Management,  Inc. and has managed
Blvd.                     public  companies for over 25 years.  Since 1990,  Mr.
Wilkes-Barre, PA 18702    Holtzman  has served as Chairman  and Chief  Executive
                          Officer of each of Jewelcor  Management &  Consulting,
                          Inc.,  located  in  Wilkes-Barre,  Pennsylvania;  C.D.
                          Peacock,  Inc.,  a Chicago,  Illinois  retail  jewelry
                          establishment;  Central  European  Capital  Investors,
                          Inc.,  an  investment  company  operating  in  eastern
                          Europe;  and S.A.  Peck &  Company,  a retail and mail
                     order jewelry company based in Chicago, Illinois.

Peter R. McMullin, 55     Mr.  McMullin is the co-founder of Southeast  Research
2101 Corporate Boulevard  Partners, Inc. ("Southeast") and has been an Executive
Suite 402                 Vice  President  and a managing  director of Southeast
Boca Raton, FL 33431      since its  inception  in June 1990.  Since  1997,  Mr.
                          McMullin has been the Executive Vice President,  Chief
                          Investment Officer and a director of Research Partners
                          International,  a company that provides  institutional
                          research, investment banking, securities brokerage and
                        trading services through its principal subsidiaries.

Deborah M. Rhem-          Mrs.  Rhem-Jackson has, in the last five years, been a
Jackson, 41               part-time  accounting professor at SUNY College at Old
190 Delhi Road            Westbury and Monroe College in New Rochelle, New York.
Scarsdale, NY 10583       Prior to her  years  in  academia,  Mrs.  Rhem-Jackson
                          spent  seven   years  at  Chemical   Bank  in  various
                          capacities,  having  most  recently  served  as a Vice
                          President  and  Curriculum  Manager from 1988 to 1990.
                          She has previously  worked as a financial  analyst for
                          W.R.  Grace & Company  and as a staff  accountant  for
                          Price  Waterhouse.   Mrs.   Rhem-Jackson   received  a
                          Bachelor of Science from Syracuse University School of
                          Management  and a Master  of  Business  Administration
                          from  Columbia  University.  Mrs.  Rhem-Jackson  is  a
Certified Public Accountant.

Steve R. Tomasi, 32       Mr. Tomasi is a Certified  Public  Accountant and is a
433 Plaza Road            full-time  portfolio  management  consultant  for JMI.
Suite 365                 From March 1996 to November 1998, Mr. Tomasi served as
Boca Raton, FL 33932      the  Director  of Bank  and  Thrift  Research  for SNL
                          Securities,  LC. He was an Assistant Vice President of
                          Balance  Sheet  Management  at Crestar  Bank from June
                          1993 to  March  1996.  Mr.  Tomasi  has  served  as an
                          in-charge  auditor for Price  Waterhouse  from 1988 to
1990.                       

                  Except  as set  forth  in  this  Consent  Statement  or in the
Annexes  hereto,  to the best knowledge of JMI, none of the Nominees is employed
by JMI or Seymour  Holtzman.  All of the  Nominees  are  citizens  of the United
States. Mr. McMullin is also a citizen of Canada.                               

                  Except  as set  forth  in  this  Consent  Statement  or in the
Annexes  hereto,  to the best  knowledge of JMI, none of JMI, any of the persons
participating in this  solicitation on behalf of JMI, the JMI Nominees and, with
respect to items (i), (vii) and (viii) of this paragraph,  any associate (within
the meaning of Rule 14a-1 of the  Securities  Exchange  Act of 1934,  as amended
(the "Exchange Act")) of the foregoing persons (i) owns  beneficially,  directly
or indirectly any securities of the Company, (ii) owns beneficially, directly or
indirectly any securities of any parent or subsidiary of the Company, (iii) owns

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any securities of the Company of record but not beneficially, (iv) has purchased
or sold any  securities  of the  Company  within  the past  two  years,  (v) has
incurred  indebtedness for the purpose of acquiring or holding securities of the
Company,  (vi) is or has  within  the past  year  been a party to any  contract,
arrangement  or  understanding  with respect to any  securities  of the Company,
(vii) since the beginning of the Company's last fiscal year has been indebted to
the  Company or any of its  subsidiaries  in excess of $60,000 or (viii) has any
arrangement or understanding with respect to future employment by the Company or
with  respect  to any  future  transactions  to which the  Company or any of its
affiliates  will or may be a party.  In  addition,  except  as set forth in this
Consent  Statement or in the Annexes hereto,  to the best knowledge of JMI, none
of JMI, any of the persons  participating in this solicitation on behalf of JMI,
the JMI Nominees and any associates of the foregoing  persons,  has had or is to
have a direct or  indirect  material  interest  in any  transaction  or proposed
transaction with the Company in which the amount involved exceeds $60,000, since
the beginning of the Company's last fiscal year.                                

                  Except  as set  forth  in  this  Consent  Statement  or in the
Annexes  hereto,  to the best knowledge of JMI, none of the Nominees,  since the
beginning of the Company's  last fiscal year, has been  affiliated  with (i) any
entity  that made or  received,  or during the  Company's  current  fiscal  year
proposes to make or receive, payments to or from the Company or its subsidiaries
for  property or services in excess of five  percent of either the  Company's or
such entity's consolidated gross revenues for its last full fiscal year, or (ii)
any entity to which the Company or its  subsidiaries  was indebted at the end of
the  Company's  last full  fiscal year in an  aggregate  amount  exceeding  five
percent of the Company's total consolidated assets at the end of such year. None
of the Nominees is or during the Company's last fiscal year has been  affiliated
with any law or  investment  banking  firm that has  performed  or  proposes  to
perform services for the Company.                                               

                  To the best  knowledge  of JMI,  none of the  corporations  or
organizations   in  which  the  JMI  Nominees  have  conducted  their  principal
occupation or  employment  was a parent,  subsidiary  or other  affiliate of the
Company, and the Nominees do not hold any position or office with the Company or
have any family  relationship  with any  executive  officer or  director  of the
Company or have been involved in any  proceedings,  legal or  otherwise,  of the
type required to be disclosed by the rules governing this solicitation.         

                  JMI has  agreed  to  indemnify  each of the  Nominees  against
certain liabilities, including liabilities under the federal securities laws, in
connection with this consent  solicitation and such person's  involvement in the
operation  of  the  Company  and  to  reimburse  such  Nominee  for  his  or her
out-of-pocket expenses.                                                         

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CERTAIN EFFECTS OF THE PROPOSALS

                  Set forth  below is a  description  of certain  provisions  of
certain  agreements to which the Company is a party which may be implicated as a
result  of the  adoption  of  certain  of the  Proposals.  This  description  is
qualified in its entirety by reference to such agreements  which have been filed
by the Company with the Commission.  Other documents or arrangements  applicable
to the Company not  available  to or not  reviewed by JMI may affect the matters
described  below or may be affected by the matters  contemplated  by the Consent
Statement.                                                                      

                   The  Director  Removal  Proposal  and the  Director  Election
Proposal,  if adopted,  may trigger  "change of control"  provisions  in certain
agreements to which the Company is a party.                                     

Credit Agreement                                                                
----------------                                                                

                  On June 4, 1998 the Company  entered into a $50 million credit
agreement  (the  "Credit  Agreement")  with  BankBoston  Retail  Finance,   Inc.
("BankBoston").  The Credit Agreement  provides that the removal and replacement
of a majority of the Board of Directors as contemplated by the Director  Removal
Proposal  would  constitute  an "event of default."  Upon the  occurrence  of an
"event of default"  any and all  "Liabilities"  shall  either (i) become due and
payable without any further act on the part of BankBoston or any other lender or
(ii) become  immediately  due and payable,  at the option of BankBoston  without
notice or demand. Liabilities include, among other things, the obligation to pay
any loan or advance and any interest thereon.  JMI expects to seek to either (i)
assist the Company in making alternative  financing  arrangements to replace the
Credit Agreement or (ii) have the Company seek from BankBoston confirmation that
no "change of control"  has occurred or waive the effects of any such "change of
control."  There  can  be no  assurance  that  either  of the  foregoing  can be
implemented  or agreed,  or if  implemented  or agreed,  the terms on which such
implementation or agreement may be reached.                                     

Employment Agreements                                                           
---------------------                                                           

                  The Company has entered into  employment  agreements  (each an
"Employment Agreement and collectively,  the "Employment  Agreements") with each
of Joel N. Reichman,  the President and Chief Executive Officer, Scott N. Semel,
Senior Vice President, General Counsel and Secretary, and Carolyn Faulkner, Vice
President and Chief Financial Officer (each an "Executive" and collectively, the
"Executives"). The Employment Agreements provide that removal and replacement of
a majority of the Board of Directors  as  contemplated  by the Director  Removal
Proposal  and the  Director  Election  Proposal  would  constitute  a "change of
control."                                                                       

                  If, among other  things,  any of the  Executives is terminated
without justifiable cause or if the Company shall fail to renew such Executive's
Employment  Agreement  within two years of a "change of  control,"  the  Company
shall upon such termination,  immediately pay such Executive, the greater of (i)
two  times  the  then  annual  salary  of such  Executive  or (ii)  1/12 of such
Executive's  then annual salary  multiplied by the number of months remaining in
the term the  "Severance  Period").  In addition,  the Company shall continue to
allow such Executive to participate,  at the Company's expense, in the Company's
health  insurance and  disability  insurance  programs, to  the extent permitted

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under such  programs,  during the Severance  Period and shall pay such Executive
additional  compensation  to enable  such  Executive  to pay any tax that may be
imposed by Section 280G of the Internal Revenue Code of 1986, as amended.  Based
on  publicly  available  filings,  the  current  annual  salaries of each of Mr.
Reichman,  Mr. Semel and Ms.  Faulkner  are  $375,000,  $290,000  and  $210,000,
respectively.                                                                   

Stock Options                                                                   
-------------                                                                   

                  Pursuant  to the  Company's  1992  Stock  Incentive  Plan,  as
amended (the "1992 Stock Incentive  Plan"),  incentive and  non-incentive  stock
options,  unrestricted and restricted stock awards and performance  share awards
may be granted to full or part time officers and other selected employees of the
Company  and its  subsidiaries.  In  addition,  the 1992  Stock  Incentive  Plan
provides that each  non-employee  director of the Company that is elected by the
stockholders  initially will be granted,  upon such election,  a stock option to
purchase,  up to 10,000  shares of the  Company's  Common Stock at the then fair
market value of the Common Stock.  The 1992 Stock  Incentive  Plan also provides
that each  non-employee  director of the Company that is re-elected to the Board
is granted, upon such re-election, a stock option to purchase up to 3,000 shares
of Common Stock at the then fair market value of the Common Stock.              

                  Each stock option granted under the 1992 Stock  Incentive Plan
will  automatically  become fully  exercisable  upon a "change of control."  For
purposes of the 1992 Stock Incentive Plan, the Director Removal  Provision would
constitute a "change of  control."  In addition,  upon a "change of control" all
restrictions  on  restricted  stock  are  automatically  deemed  waived  and the
recipients of such  restricted  stock awards shall become entitled to receipt of
the stock subject to such awards.                                               

                  The  following,   which  is  based  on  the  Company's   proxy
statements for the annual  meetings of  stockholders  for each of 1996, 1997 and
1998 and qualified in its entirety by reference  thereto,  sets forth the number
of options and the  exercise  price of such  options for the  Executives  listed
above for each of 1995, 1996 and 1997.                                          

                                                                [Download Table]


               NAME     1995 GRANT        1996 GRANT        1997 GRANT    
               ----     ----------        ----------        ----------    
                                                                          

Joel H. Reichman     50,000 at $10.50  40,000 at $6.875  270,000 at $12.00
Scott N. Semel       50,000 at $10.50  40,000 at $6.875  150,000 at $12.00
Carolyn R. Faulkner        ----        20,000 at $6.125   80,000 at $12.00


 THE CONSENT PROCEDURE

                  Section 228 of the DGCL states that, unless otherwise provided
in a corporation's certificate of incorporation, any action that may be taken at
any annual or  special  meeting of  stockholders may be taken without a meeting,

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without prior notice and without a vote,  if consents in writing,  setting forth
the action so taken,  shall be signed by the holders of outstanding stock having
not less than the minimum  number of votes that would be  necessary to authorize
or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voted,  and those consents are delivered to the  corporation by
delivery to its registered  office in Delaware,  its principal place of business
or an officer or agent of the  corporation  having  custody of the book in which
proceedings  of  meetings  of  stockholders  are  recorded.  In the case of this
consent solicitation,  written,  unrevoked consents of the holders of a majority
of the  outstanding  shares  of  Common  Stock  as of the  Record  Date  must be
delivered  to the Company as  described  above to effect the actions as to which
consents are being solicited hereunder. Section 228 of the DGCL further provides
that no written consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the earliest dated consent delivered in the
manner required by Section 228, written  consents signed by a sufficient  number
of holders to take such action are  delivered to the  corporation  in the manner
required by Section 228.                                                        

IT IS CURRENTLY THE INTENTION OF JMI TO CEASE THE  SOLICITATION OF CONSENTS ONCE
IT HAS DETERMINED THAT VALID AND UNREVOKED  CONSENTS  REPRESENTING A MAJORITY OF
THE ISSUED AND  OUTSTANDING  SHARES OF COMMON  STOCK AS OF THE RECORD  DATE HAVE
BEEN OBTAINED AND TO DELIVER SUCH CONSENTS TO THE COMPANY IN THE MANNER REQUIRED
BY SECTION 228 OF THE DGCL AS SOON AS PRACTICABLE THEREAFTER.  WHEN CONSENTS FOR
A MAJORITY OF THE COMMON STOCK HAVE BEEN  OBTAINED AND DELIVERED TO THE COMPANY,
A STOCKHOLDER WILL BE UNABLE TO REVOKE HIS OR HER CONSENT.                      

                  If the actions  described  herein are taken,  the Company will
promptly notify the  stockholders who have not consented to the actions taken as
required by the DGCL.                                                           

                  Consents may only be executed by stockholders of record at the
close of business on the Record Date. As of August 1, 1998, the Company reported
that it had outstanding  15,864,000 shares of Common Stock.  Based on its review
of publicly available  information,  JMI is not aware of any change since August
1, 1998 in the number of  outstanding  shares of Common Stock.  Based upon these
numbers,  the number of votes  necessary  to effect the  Proposals  is 7,932,001
shares.                                                                         

                  Since  JMI  must  receive  consents  from  a  majority  of the
Company's  outstanding shares in order for the Proposals to be adopted, a broker
non-vote or  direction to withhold  authority to vote on the WHITE  consent card
will have the same effect as a "no" vote with respect to JMI's solicitation.    

Consent Card Special Instructions                                               
---------------------------------                                               

                  If you were a record holder as of the close of business on the
Record  Date,  you may elect to consent  to,  withhold  consent or abstain  with
respect to each  Proposal  by  marking  the  "CONSENT,"  "WITHHOLD  CONSENT"  or
"ABSTAIN" box, as applicable, underneath EACH  such PROPOSAL on the accompanying

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WHITE consent card and signing, dating and returning it promptly in the enclosed
postage-paid envelope.                                                          

                  The   accompanying   WHITE  consent  card  will  be  voted  in
accordance with the stockholder's  instruction on such WHITE consent card. As to
the  Proposals  set forth  herein,  stockholders  may  consent to an  individual
Proposal or may  withhold  their  consent by marking the proper box in the WHITE
consent card.  If the enclosed  WHITE consent card is signed and returned and no
direction is given, it will be voted in favor of all of the Proposals and if the
White consent card is signed and returned and not dated,  it will be dated on or
about the date it is received.                                                  

IF THE  STOCKHOLDER WHO HAS EXECUTED AND RETURNED THE CONSENT CARD HAS FAILED TO
CHECK A BOX MARKED "CONSENT," "WITHHOLD CONSENT," OR "ABSTAIN" FOR ANY OR ALL OF
THE  PROPOSALS,  SUCH  STOCKHOLDER  CONSENT  CARD WILL BE VOTED IN FAVOR OF SUCH
PROPOSAL OR PROPOSALS.                                                          

JMI  RECOMMENDS  THAT YOU  CONSENT  TO EACH OF THE  PROPOSALS.  YOUR  CONSENT IS
IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED WHITE CONSENT CARD AND RETURN
IT IN THE  ENCLOSED  POSTAGE-PAID  ENVELOPE  PROMPTLY.  FAILURE  TO RETURN  YOUR
CONSENT WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSALS.      

                  If your shares are held in the name of a brokerage  firm, bank
nominee or other institution, you should contact the person responsible for your
account and give  instructions  for the WHITE  consent  card  representing  your
shares to be marked, dated, signed and mailed. Only that institution can execute
a WHITE  consent  card  with  respect  to your  shares  held in the  name of the
institution and only upon receipt of specific  instructions  from you. JMI urges
you to confirm in writing your  instructions to the person  responsible for your
account and to provide a copy of those instructions to JMI in care of DF King at
the address set forth on page __ of this  Consent  Statement so that JMI will be
aware of all instructions given and can attempt to ensure that such instructions
are followed.                                                                   

BROKER  NON-VOTES,  ABSTENTIONS  OR FAILURE TO RETURN A SIGNED CONSENT WILL HAVE
THE SAME  EFFECT  AS  WITHHOLDING  CONSENT  TO THE  PROPOSALS.  JMI  URGES  EACH
STOCKHOLDER TO ENSURE THAT THE RECORD HOLDER OF HIS OR HER SHARES MARKS,  SIGNS,
DATES AND RETURNS THE ENCLOSED CONSENT AS SOON AS POSSIBLE.                     

CERTAIN OTHER INFORMATION REGARDING THE COMPANY;
 STOCKHOLDER PROPOSALS

                  Stockholders are referred to the Company's Proxy Statement for
the  Annual  Meeting  of  Stockholders  held on June 9,  1998 (the  "1998  Proxy
Statement") with respect to the  compensation and remuneration  paid and payable
and other information related to the Company's officers and directors and to the
beneficial ownership of the Company's securities.  Certain information regarding
beneficial ownership of  the Common Stock, as reported  by the  Company in  such

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proxy  statement,  is set  forth  in Annex C  attached  hereto.  The 1998  Proxy
Statement  stated that the deadline for  stockholders  to submit  proposals  for
inclusion in the Company's  proxy  statement  for next year's Annual  Meeting of
Stockholders is January 6, 1999.                                                

APPRAISAL RIGHTS

                  Stockholders  of the  Company are not  entitled  to  appraisal
rights in connection with the adoption of the Proposals.                        

 VOTING; REVOCATION; COSTS OF CONSENT SOLICITATION

                  Written  consents  may be  solicited  by mail,  advertisement,
telephone, facsimile or in person. Solicitations may be made by officers of JMI;
however,  no person will receive  additional  compensation for such solicitation
other than DF King. If your shares are registered in your own name, you may mail
or fax your consent to JMI in care of DF King at the address listed below.      

                  If  your  shares  are  held in  "street  name"  (held  by your
brokerage firm or bank), immediately instruct your broker or bank representative
                                     -------- ---- ------ -- ---- --------------
to sign the WHITE  consent card and mail it to JMI in care of DF King,  who will
promptly  deliver it.  Please be certain to include  the name of your  brokerage
firm or bank. If you have additional questions, please call:                    

 D.F. KING & CO., INC.
 77 Water Street, 20th Floor
New York, NY 10005
Call Toll-Free: (800) 431-9643
Banks and Brokers call collect: (212) 269-5550

                  A consent executed by a stockholder may be revoked at any time
before its  exercise  by  submitting  (i) a written,  dated  revocation  of such
consent or (ii) a later dated consent covering the same shares. A revocation may
be in any written form validly signed by the record holder as long as it clearly
states  that the consent  previously  given is no longer  effective  and must be
executed  and  delivered  prior to the time that the  action  authorized  by the
executed  consent  is  taken.  The  revocation  may  be  delivered  to  Jewelcor
Management,  Inc., c/o D.F. King & Co., Inc., 77 Water Street,  20th Floor,  New
York, NY 10005, Attn.: Thomas Long. Although a revocation or later dated consent
delivered only to the Company will be effective to revoke a previously  executed
consent,  JMI requests  that if a revocation or later dated consent is delivered
to the Company,  a photocopy of the  revocation  or later dated  consent also be
delivered to JMI in care of DF King, at the address set forth above, so that JMI
will be aware of such revocation.                                               

                  JMI has  retained  DF King to act as an advisor in  connection
with this  consent  solicitation.  Approximately  25  employees  of DF King will
engage in the solicitation. JMI has agreed to pay DF King a fee of up to $30,000
plus reasonable out-of-pocket expenses. In connection with its retention by JMI,
DF  King  agreed  to  provide  consulting  and  analytic  services  and  provide
solicitation  services with respect to banks, brokers,  institutional  investors
and individual stockholders. JMI has agreed to indemnify DF King against certain
liabilities and expenses,  including  liabilities and expenses under the federal
securities laws.                                                                

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                  The purpose of the Proposals being made by JMI in this Consent
Statement  is to advance the  interests  of all of the  Company's  stockholders.
Therefore,  JMI  believes  that its  expenses  in  connection  with the  consent
solicitation  should be reimbursed by the Company.  The cost of the solicitation
of consents to the Proposals will be initially borne by JMI. JMI intends to seek
reimbursement  of its expenses  from the Company if the JMI Nominees are elected
to the Board of  Directors.  This request will not be submitted to a stockholder
vote.  Costs related to the  solicitation  of consents to the Proposals  include
expenditures for attorneys,  consent solicitors,  printing,  postage, and filing
fees and are expected to aggregate approximately $________. The actual costs and
expenses could be materially  different than the estimate set for above, and, in
particular,  could be  substantially  higher  if for any  reason  litigation  is
instituted in connection with the matters related to this Consent Statement.    

YOUR CONSENT IS IMPORTANT.  NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE
CONSENT  TO THE  REMOVAL  OF THE  CURRENT  BOARD OF  DIRECTORS  (OTHER  THAN THE
REMAINING DIRECTOR),  THE AMENDMENT OF THE BYLAWS TO SET THE NUMBER OF DIRECTORS
AND TO CLARIFY  THAT THE  ADVANCE  NOTIFICATION  PROVISIONS  DO NOT  APPLY,  THE
ELECTION OF THE JMI NOMINEES AND THE REPEAL OF ANY BYLAWS ADOPTED SINCE DECEMBER
11, 1995 (OTHER THAN THE BY-LAWS  ADOPTED BY THIS CONSENT) BY MARKING,  SIGNING,
DATING AND MAILING THE ENCLOSED  WHITE CONSENT CARD  PROMPTLY.  ONLY YOUR LATEST
DATED CONSENT COUNTS.                                                           

                                   JEWELCOR MANAGEMENT, INC.

December ___, 1998                                                              

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                                                                         ANNEX A

INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF JMI WHO ARE NOT NOMINEES

            The  following  table sets forth the name and the present  principal
occupation or  employment,  of each employee of JMI who is not a Nominee and who
may assist in soliciting consents.  Information  regarding Nominees is set forth
in 'THE  PROPOSALS'  in this  Consent  Statement.  Each person  listed  below is
employed by JMI and the principal  business  address of each person listed below
is 100 North Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702.                    

Name and Principal                                                              
Business Address               Present Principal Occupation or Employment     
----------------               ------------------------------------------     
James R. Verano                 Vice President - Finance                        

Richard L. Huffsmith            Vice President - General Counsel                

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                                                                         ANNEX B

JMI TRANSACTIONS IN DESIGNS, INC. COMMON STOCK

                  The following table sets forth information with respect to all
purchases  of Common  Stock of the  Company  by JMI  during  the past two years.
Except as set forth  below,  to the  knowledge  of JMI, no  participant  in this
solicitation  or JMI Nominee has  purchased  or sold  securities  of the Company
within the past two years.                                                      

Trade Date            Number of Shares Purchased         Total Costs  
----------            --------------------------         -----------  
10/26/98                        50,000                    $36,765.00  
11/9/98                        225,000                   $164,265.00  
11/10/98                       166,700                   $105,036.00  
11/17/98                       600,000                   $330,015.00  
11/30/98                       528,500                   $340,897.50  

                  Please see the section titled  "INFORMATION ABOUT JMI' in this
Consent  Statement for information  regarding the relationship  between JMI, Mr.
Seymour Holtzman and certain other persons.                                     

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                                                                         ANNEX C
SHARE OWNERSHIP OF DESIGNS, INC.
AS REPORTED IN THE PROXY STATEMENT
 FOR THE ANNUAL MEETING OF
 STOCKHOLDERS OF DESIGNS, INC.
HELD ON JUNE 9, 1998

                  The  following  table  sets  forth  certain  information  with
respect to the  beneficial  ownership of the  Company's  Common Stock by (a) all
persons who were reported to be beneficial owners of five percent or more of the
Company's  Common Stock,  (b) directors  and certain  executive  officers of the
Company and (c) all directors and executive  officers as a group as of April 13,
1998, as reported in the 1998 Proxy Statement.                                  

                  This  information is qualified in its entirety by reference to
the 1998 Proxy  Statement.  JMI makes no  representations  as to the accuracy of
such  information.  Moreover,  because changes in beneficial  ownership may have
occurred since the effective dates of the filings cited below, such information,
even if accurate as of the time of filing, may no longer be valid.              

                                                        [Enlarge/Download Table]


           NAME AND ADDRESS/TITLE                        NUMBER OF SHARES                                                   
             OF BENEFICIAL OWNER                        BENEFICIALLY OWNED                           PERCENTAGE OF CLASS (1)
             -------------------                        ------------------                           -----------------------
                                                                                                                            

Heartland Advisors, Inc                                    2,633,500(2)                                       16.7%         
790 North Milwaukee Street Milwaukee,                                                                                       
Wisconsin 53202                                                                                                             

Franklin Resources, Inc                                    1,550,000(3)                                        9.8%         
777 Mariners Island Boulevard                                                                                               
San Mateo, California 94403                                                                                                 

Grace & White, Inc                                         1,206,250(4)                                        7.7%         
515 Madison Avenue                                                                                                          
New York, New York 10022                                                                                                    

Dimensional Fund Advisors Inc                               910,300(5)                                         5.8%         
1299 Ocean Avenue, 11th Floor                                                                                               
Santa Monica, California 90401                                                                                              

Stanley I. Berger                                          1,190,620(6)                                        7.5%         
   Chairman of the Board and Director                                                                                       

Joel H. Reichman                                            334,121(7)                                         2.1%         
   President, Chief Executive Officer and                                                                                   
   Director                                                                                                                 

Scott N. Semel                                              262,203(8)                                         1.6%         
   Executive Vice President, General                                                                                        
   Counsel and Secretary                                                                                                    

                                                      C-1                                                                   

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   Carolyn R. Faulkner                                          33,466(9)                                          *        
   Vice President, Chief Financial Officer                                                                                  
   and Treasurer                                                                                                            

Mark S. Lisnow                                                -0-(10)                                           *           
   Former Senior Vice President,                                                                                            
   Merchandising                                                                                                            

James G. Groninger                                          43,118(11)                                          *           
   Director                                                                                                                 

Melvin I. Shapiro                                           53,040(12)                                          *           
   Director                                                                                                                 

Bernard M. Manuel                                           57,518(13)                                          *           
   Director                                                                                                                 

Peter L. Thigpen                                            22,818(14)                                          *           
   Director                                                                                                                 

   Directors, Executive Officers and a                     1,996,904(15)                                      12.0%         
   former Executive Officer as a group (9                                                                                   
   persons)                                                                                                                 

___________________________________________________________________________________________________________________         


*  Less than 1%                                                                 

     (1) A total of  15,738,983  shares of Common  Stock was  outstanding  as of
April 13, 1998.                                               

     (2) Heartland Advisors, Inc. ("HAI") informed the Company that, as of April
         13, 1998, it was the beneficial owner of the number of shares of Common
         Stock set  forth  opposite  its name in the table and that,  as of such
         date,  HAI had sole  voting  and  dispositive  power  with  respect  to
         2,420,600 of those  shares and sole  dispositive  power,  but no voting
         power,  with  respect to the  remaining  212,900  shares.  The  Company
         previously  received a report on Schedule  13G with a  signature  dated
         January 23, 1998 stating that HAI had sole voting power with respect to
         2,505,200 shares and that HAI may be deemed to beneficially own, within
         the meaning of Rule 13d-3 of the  Securities  Exchange Act of 1934,  as
         amended (the "Exchange  Act"),  2,736,000 shares over which it had sole
         dispositive   power.   The  report  on  Schedule  13G   described   the
         relationship among HAI and certain  investment  advisory accounts and a
         registered  investment  company but did not affirm the  existence  of a
         group.  Nevertheless,  the Company  believes that HAI, such  investment
         accounts  and the  investment  company  may be deemed to  constitute  a
         "group" as that term is used in Section  13(d)(3) of the Exchange  Act,
         and that such  group may be  deemed to be the  beneficial  owner of the
shares described in this footnote.                            

     (3) Franklin Resources,  Inc. ("Franklin") informed the Company that, as of
         March 31, 1998, it was the beneficial  owner of the number of shares of
         Common Stock set forth  opposite its name in the table and that,  as of
         such date,  Franklin had sole voting and dispositive power with respect
         to all such  shares.  The  Company  previously  received  a  report  on
         Schedule  13G with a signature  dated  January 16,  1998  stating  that
         Franklin,  as parent  holding  company of Franklin  Advisory  Services,
         Inc.("FASI"),  was reporting the  beneficial  ownership of FASI and its
         principal shareholders,  Charles B. Johnson and Rupert H. Johnson, Jr.,
         as result of FASI acting as an investment adviser to several investment
         companies and other managed  accounts  registered  under the Investment
         Company Act. The report on Schedule 13G indicates  that at December 31,
         1997 FASI had sole voting power with  respect to  1,494,000  shares and
         that FASI may be deemed to beneficially own, within the meaning of Rule
         13d-3 of the  Exchange  Act,  1,494,000  shares  over which it had sole
         dispositive   power.  The  report  described  the  relationship   among
         Franklin,  FASI, Charles B. Johnson and Rupert H. Johnson,  Jr., but it
         denied the  existence of a group.  Nevertheless,  the Company  believes
         that Franklin, FASI, Charles B. Johnson and Rupert H. Johnson, Jr., may
         be deemed to  constitute  a "group"  as that term is used in Section 13
         (d) (3) of the  Exchange  Act,  and that such group may be deemed to be
the beneficial owner of the shares described in this footnote.

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     (4) The Company  received a report on Schedule 13G dated  February 12, 1998
         stating that Grace & White,  Inc.  ("Grace & White") was the beneficial
         owner of the number of shares of Common  Stock set forth  opposite  its
         name in the  table.  The  report  on  Schedule  13G  indicates  that at
         December  31, 1997 Grace & White had sole voting  power with respect to
         30,100 shares and that Grace & White may be deemed to beneficially own,
         within the meaning of Rule 13d-3 of the Exchange Act,  1,206,250 shares
         over which it had sole dispositive power. The report indicated that the
         shares  were  acquired  in the  ordinary  course  of  Grace  &  White's
         investment  advisory  business  and not with the purpose of changing or
influencing the control of the Company.                       

     (5) The Company  received a report on Schedule  13G with a signature  dated
         February 9, 1998 stating that Dimensional  Fund Advisors Inc.  ("DFAI")
         was reporting the beneficial  ownership of DFAI and advisory clients of
         DFAI,  including DFA Investment  Dimensions Group Inc. ("DFA Fund") and
         The DFA  Investment  Trust  Company  ("DFA  Trust"),  each an  open-end
         management investment company under the Investment Company Act of 1940,
         as  amended.   The  report  on  Schedule  13G  and  the  correspondence
         accompanying  the report  indicated  that at December 31, 1997 DFAI had
         sole voting power with  respect to 588,900  shares and that DFAI may be
         deemed to  beneficially  own,  within the  meaning of Rule 13d-3 of the
         Exchange Act, 910,300 shares over which it had sole dispositive  power.
         The report  described  the  relationship  among DFAI,  DFA Fund and DFA
         Trust but did not affirm the  existence of a group.  Nevertheless,  the
         Company  believes  that  DFAI,  DFA Fund and DFA Trust may be deemed to
         constitute  a "group" as that term is used in Section 13 (d) (3) of the
         Exchange  Act,  and that such group may be deemed to be the  beneficial
owner of the shares described in this footnote.               

     (6) Includes 237,500 shares issuable  pursuant to outstanding stock options
exercisable within 60 days of April 13, 1998.                 

     (7) Includes 303,166 shares issuable  pursuant to outstanding stock options
         exercisable  within 60 days of April 13,  1998,  as well as 280  shares
         owned by Mr.  Reichman's  wife and 427 shares  owned by Mr.  Reichman's
         children,  as to which 707 shares  Mr.  Reichman  disclaims  beneficial
ownership.                                                    

     (8) Includes 229,166 shares issuable  pursuant to outstanding stock options
         exercisable  within 60 days of April 13,  1998,  as well as 450  shares
         owned by Mr.  Semel's  daughter,  as to which he  disclaims  beneficial
ownership.                                                    

     (9) Includes 32,466 shares issuable  pursuant to outstanding  stock options
exercisable within 60 days of April 13, 1998.                 

    (10) Mr. Lisnow's  employment with the company and his service as an officer
         of the company ended on February 13, 1998. The information in the table
         with respect to shares beneficially owned by Mr. Lisnow is based solely
upon information available to the Company.                    

    (11) Includes 39,500 shares issuable  pursuant to outstanding  stock options
exercisable within 60 days of April 13, 1998.                 

    (12) Includes 39,500 shares issuable  pursuant to outstanding  stock options
         exercisable  within 60 days of April 13,  1998 and 450 shares  owned by
   Mr. Shapiro's wife as to which he disclaims beneficial ownership.

    (13) Includes 39,500 shares issuable  pursuant to outstanding  stock options
exercisable within 60 days of April 13, 1998.                 

    (14) Includes 18,000 shares issuable  pursuant to outstanding  stock options
exercisable within 60 days of April 13, 1998.                 

    (15) Includes 938,798 shares issuable  pursuant to outstanding stock options
         exercisable  within 60 days of April 13, 1998. See also Notes 6 through
        9 and 11 through 14 above for further details concerning such options.

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                                                                      APPENDIX 1
PRELIMINARY COPY -                                                              
SUBJECT TO COMPLETION                                                           

 DESIGNS, INC.
CONSENT OF STOCKHOLDERS TO ACTION WITHOUT A MEETING:
THIS CONSENT IS SOLICITED BY JEWELCOR MANAGEMENT, INC.
 ("JMI")

         The  undersigned,  a  stockholder  of  record  of  DESIGNS,  INC.  (the
"Company"),  hereby  consents  pursuant to Section 228 of the  Delaware  General
Corporation Law, with respect to the number of shares of common stock, par value
$0.01  per  share,  of the  Company  held  by the  undersigned,  to  each of the
following  actions  without a prior  notice  and  without  a vote as more  fully
described in JMI's consent statement (the "Consent Statement"), receipt of which
is hereby acknowledged.                                                         

JMI STRONGLY RECOMMENDS THAT STOCKHOLDERS CONSENT TO THE FOLLOWING PROPOSALS:   

1.                Director Removal  Proposal:  Remove (i) all current members of
--------------------------                  
                  the Company's  Board of Directors  (the "Board of  Directors")
                  other  than  Stanley I.  Berger  and (ii) any other  person or
                  persons  (other  than the  persons  elected  pursuant  to this
                  Consent)  elected or appointed to the Board of Directors prior
                  to the effective time of this  stockholder  action in addition
                  to or in lieu of any of such current members  (including,  any
                  persons  elected or appointed in lieu of Stanley I. Berger) to
                  fill any newly created directorship or vacancy on the Board of
                  Directors or otherwise,  pursuant to the  resolution set forth
in the Consent Statement.                   

       [ ] CONSENT     [ ]WITHHOLD CONSENT     [ ] ABSTAIN

                  If no box is  marked  with  respect  to the  Director  Removal
                  Proposal,  this  Consent will be voted in favor of the removal
       of the directors of the Company as set forth above.

2.                Director  Election  Proposal:  Elect Jesse H. Choper,  Seymour
----------------------------                
                  Holtzman, Peter R. McMullin, Deborah M. Rhem-Jackson and Steve
                  R. Tomasi  (collectively,  the "Nominees") as directors of the
                  Company to serve until their  respective  successors  are duly
                  elected and qualified, pursuant to the resolution set forth in
the Consent Statement.                      

       [ ] CONSENT     [ ] WITHHOLD CONSENT    [ ] ABSTAIN

                  To withhold  consent to any proposed  Nominee(s),  specify the
Nominee(s) in the following space:          

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                  --------------------------------------------------------------

                  If no  box is  marked  above  with  respect  to  the  Director
                  Election Proposal,  this Consent will be voted in favor of the
                  election of all five  Nominees,  except that this Consent will
                  not be voted in favor of the  election  of any  Nominee  whose
name is written in the space provided.      

3.                Board Size  Proposal:  Amend Section 4.1 of the By-Laws of the
--------------------                        
                  Company (the  "By-Laws") to set the number of directors on the
                  Board of  Directors  at six,  pursuant to the  resolution  set
forth in the Consent Statement.             

          [ ] CONSENT     [ ] WITHHOLD CONSENT       [ ] ABSTAIN

                  If no box is marked with  respect to the Board Size  Proposal,
                  this  Consent  will be voted in favor of the  amendment of the
By-Laws as set forth above.                 

4.                Advanced Notification  Clarification  Proposal:  Amend Section
  ----------------------------------------------
                  4.16 of the ByLaws to clarify  that a  stockholder  seeking to
                  nominate  candidates  for  election to the Board of  Directors
                  pursuant to a stockholder  action by written  consent need not
                  comply with the advance notification provisions of the By-Laws
                  applicable to the nomination of candidates in connection  with
                  meetings of the  stockholders,  pursuant to the resolution set
forth in the Consent Statement.             

          [ ] CONSENT     [ ] WITHHOLD CONSENT       [ ] ABSTAIN

                  If no box is  marked  with  respect  to  Advance  Notification
                  Clarification Proposal, this Consent will be voted in favor of
   the amendment of the ByLaws as set forth above.

5.                By-Law  Proposal:  Repeal any By-Laws  adopted by the Board of
----------------                            
                  Directors  subsequent  to  December  11,  1995 (other than the
                  By-Laws   adopted   by  this   Consent)   and   prior  to  the
                  effectiveness of all of the foregoing  Proposals,  pursuant to
      the resolution set forth in the Consent Statement.

          [ ] CONSENT     [ ] WITHHOLD CONSENT       [ ] ABSTAIN

                  If no box is marked with respect to the By-Law Proposal,  this
                  Consent  will be voted in favor of the  repeal of any  By-Laws
       adopted since December 11, 1995 as set forth above.

                                          PLEASE ACT PROMPTLY.
                IMPORTANT:                       THIS CONSENT MUST BE SIGNED
                                            AND DATED TO BE VALID.

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Dated:                                                          

Signature:                                                      

Signature                                                       
(if held jointly):                                              
Title or Authority                                              
(if applicable):  _____________________________                 

              Please  sign  exactly  as  name  appears  hereon.  If  shares  are
              registered  in more  than  one  name,  the  signature  of all such
              persons should be provided.  A corporation should sign in its full
              corporate name by a duly  authorized  officer,  stating his or her
              title.  Trustees,  guardians,  executors and administrators should
              sign in their official capacity,  giving their full title as such.
              If  a  partnership,   please  sign  in  the  partnership  name  by
              authorized  persons.  The  consent  card  votes all  shares in all
capacities.                                         

            PLEASE MARK, SIGN AND DATE THIS CONSENT BEFORE MAILING THE
 CONSENT IN THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREN14A’ Filing		Date		First		Last			Other Filings
		1/6/99		17
Filed on / For Period End:		12/7/98		1		6			SC 13D/A
		12/1/98		6					SC 13D/A
		11/27/98		6					SC 13D
		11/25/98		6
		11/16/98		6
		10/31/98		6					10-Q
		10/26/98		6
		8/1/98		4		15			10-Q
		6/9/98		16		21			DEF 14A
		6/4/98		13
		5/2/98		6					10-Q
		4/13/98		21		23
		3/31/98		22
		2/13/98		23
		2/12/98		23					SC 13G
		2/9/98		23
		1/31/98		6					10-K
		1/23/98		22
		1/16/98		22
		12/31/97		22		23
		12/11/95		3		25
		12/31/94		6
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