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Published on 9/25/2008 in the Prospect News Special Situations Daily.

Eddie Bauer to hold special meeting on Nov. 21

By Lisa Kerner

Charlotte, N.C., Sept. 25 - Eddie Bauer Holdings, Inc. said it will hold a special meeting of stockholders on Nov. 21 to vote on a proposed amendment to the company's certificate of incorporation.

Shareholders of record as of Oct. 3 will be asked to extend the expiration date of an existing 4.75% ownership limitation on the company's securities to Jan. 12, 2012 from Jan. 4, 2009, according to a company news release.

As previously reported, the ownership limitation states that no person may acquire 4.75% or more of the company's stock or equity securities and that anyone owning 4.75% or more can only acquire additional stock after receiving company approval.

Eddie Bauer said the limitation was established to prevent an "ownership change" under section 382 of the Internal Revenue Code of 1986, as amended, which would limit the company's ability to use its pre-change net operating loss carryovers.

The release said that, as of June 28, Eddie Bauer had an estimated $370 million of pre-bankruptcy federal net operating loss carryovers - $129 million tax affected, or $4.22 per share - available to offset against future income for federal tax purposes.

MacKenzie Partners, Inc. is the company's proxy solicitor (800 322-2885).

Eddie Bauer is a Bellevue, Wash.-based specialty retailer that sells casual sportswear and accessories.


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