Definitive Additional Material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

American Apparel, Inc.

 

(Name of Registrant as Specified In Its Charter)

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

American Apparel9

747 Warehouse Street Los Angeles, California 90021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 17, 2009

1. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.

We encourage you to access and review all of the important information contained in the proxy materials before voting.

2. The following Proxy Materials are available for you to review at: http://www.cstprQxy.com/americanapparel/2009

the Company’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008;

the Company’s 2009 Proxy Statement (including the form of proxy card); and

any amendments to the foregoing materials that are required to be furnished to stockholders.

3. If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge for

requesting a copy. Please make your request for a copy as instructed below on or before June 9, 2009 to facilitate

a timely delivery.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically, you must reference your company ID., 9-digit proxy number and 10-digit account number.

Here’s how to order a copy of the proxy materials and select a future delivery preference:

By telephone please call 1-888-221-0690

or By logging on to http://www.cstproxy.com/americanapparel/2009

or By email at: proxy@continentalstock.com

*If requesting materials by email, please include the company name and your account number in the subject line.


LOGO

American Apparel

747 Warehouse Street

Label Area 4” X 1 1/2” Los Angeles, California 90021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, June 17, 2009

Dear Stockholder,

The 2009 Annual Meeting of Stockholders (the “Annual Meeting”) of AMERICAN APPAREL, INC. (the “Company”) will be held at the Company’s headquarters located at 747 Warehouse Street, Los Angeles, California 90021, on Wednesday, June 17, 2009, at 2:00 p.m., Pacific Time.

Proposals to be considered at the Annual Meeting:

(1) To elect Messrs. Jacob Capps, Adrian Kowalewski and Neil Richardson to the Company’s Board of Directors, each to serve for

a term of three years and until his successor is duly elected and qualified, or such director’s earlier death, resignation or

removal.

(2) To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December

31,2009.

(3) To approve the issuance of shares of common stock upon exercise of the warrant issued to an affiliate of Lion Capital LLP at a

price less than the floor price if the anti-dilution provisions of the warrant so require.

(4) To approve the American Apparel, Inc. Incentive Compensation Plan.

(5) To consider and transact such other business that may properly come before the Annual Meeting and any adjournments or

postponements thereof.

The Board of Directors recommends that you vote “FOR” the election of each nominee for the Board of Directors and “FOR” each of Items 2, 3 and 4.

*Stockholders are cordially invited to attend the Annual Meeting and vote in person. You may visit http://americanapparel.net to obtain directions to the Company’s headquarters to be able to attend the Annual Meeting.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To

Follow The Prompts To Vote Your Shares.

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.

Vote Your Proxy on the Internet:

Go to www.continentalstock.com

Have your notice available when you access the above website. Follow the prompts to vote your shares.

Label Area 4” x 1 1/2”

THIS AREA LEFT BLANK I COMPANYn>:

INTENTIONALLY

PROXY NUMBER:

The Proxy Materials are available for review at: ACCOUNT NUMBER:

http://www.cstproxy.com/americanapparel/2009