Luxottica Group SpA, et al. – ‘SC TO-T’ on 3/5/01 re: Sunglass Hut International Inc

On:  Monday, 3/5/01, at 3:52pm ET   ·   Accession #:  912057-1-7226   ·   File #:  5-43307

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T     Tender-Offer Statement -- Third-Party Tender Offer     6     27K 
 2: EX-99.1(A)(1)  Miscellaneous Exhibit                              56    265K 
10: EX-99.10(D)(2)  Miscellaneous Exhibit                             46    203K 
11: EX-99.11(D)(3)  Miscellaneous Exhibit                             12     42K 
12: EX-99.12(D)(4)  Miscellaneous Exhibit                              9     35K 
 3: EX-99.2(A)(2)  Miscellaneous Exhibit                              12     58K 
 4: EX-99.3(A)(3)  Miscellaneous Exhibit                               3     15K 
 5: EX-99.4(A)(4)  Miscellaneous Exhibit                               2     14K 
 6: EX-99.5(A)(5)  Miscellaneous Exhibit                               4     18K 
 7: EX-99.6(A)(6)  Miscellaneous Exhibit                               5±    17K 
 8: EX-99.8(A)(8)  Miscellaneous Exhibit                               5     28K 
 9: EX-99.9(D)(1)  Miscellaneous Exhibit                               4     19K 

SC TO-T   —   Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

SC TO-T
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------- 

SCHEDULE TO 

TENDER OFFER STATEMENT UNDER SECTION

14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 
------------------------------- 

SUNGLASS HUT INTERNATIONAL, INC.

(Name of Subject Company (Issuer))
------------------------------- 

LUXOTTICA GROUP S.P.A.

LUXOTTICA S.P.A.

SHADE ACQUISITION CORP. 

(Names of Filing Persons (Offerors))
------------------------------- 

COMMON STOCK, PAR VALUE $0.01 PER SHARE 

(Title of Class of Securities)

86736F106 

(CUSIP Number of Class of Securities) 
------------------------------- 

ROBERTO CHEMELLO

LUXOTTICA GROUP S.P.A.

PIAZZALE LOTTO, 2 

MILAN 20148 ITALY 

(39) 02-499-841 

(Name, address and telephone number of person authorized to receive 
notices and communications on behalf of filing persons) 
------------------------------- 

COPIES TO:

                                                                [Download Table]
                                                                             
JONATHAN GOLDSTEIN, ESQ.                       BRUCE E. MACDONOUGH, ESQ.     
DANIEL A. NINIVAGGI, ESQ.                        BRIAN H. BLANEY, ESQ.       
    WINSTON & STRAWN                            GREENBERG TRAURIG, LLP       
     200 PARK AVENUE                      ONE EAST CAMELBACK ROAD, SUITE 1100
NEW YORK, NEW YORK 10166                        PHOENIX, ARIZONA 85012       
     (212) 294-6700                                 (602) 263-2300           

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

CALCULATION OF FILING FEE 

                                                                [Download Table]

TRANSACTION VALUATION*  AMOUNT OF FILING FEE
                                            
     $480,993,862             $96,199       

*   For purposes of calculating the filing fee, the transaction value was       
    calculated on the basis of (i) 40,136,132 shares of common stock of Sunglass
    Hut International, Inc. (the "Common Stock"), (ii) the tender offer price of
    $11.50 per share, and (iii) 4,943,599 shares subject to options and warrants
    to purchase Common Stock at an exercise price of less than $11.50 per share.
Based on the foregoing, the transaction value is equal to the sum of    
(i) the product of 40,136,132 shares and $11.50 per share and (ii) the  
   spread (estimated at $3.93 per share) between the weighted average exercise
 price, as provided by the Company, for 4,943,599 options and warrants and
$11.50. The amount of the filing fee, calculated in accordance with     
Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, equals 
1/50 of 1% of the transaction valuation.                                

/ /  Check the box if any part of the fee is offset as provided by              
 Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             

Amount Previously Paid: None.                                           

Form or Registration No.: Not Applicable.                               

Filing Party: Not Applicable.                                           

Date Filed: Not Applicable.                                             

/ /  Check the box if the filing relates solely to preliminary communications   
made before the commencement of a tender offer.                         

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

/X/  third-party tender offer subject to Rule 14d-1.                    

/ /  issuer tender offer subject to Rule 13e-4.                         

/ /  going-private transaction subject to Rule 13e-3.                   

/ /  amendment to Schedule 13D under Rule 13d-2.                        

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /                                                        

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   This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Luxottica Group S.p.A., an Italian corporation ("Parent"), Luxottica S.p.A., an 
Italian corporation and a wholly-owned subsidiary of Parent, and Shade          
Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of       
Luxottica S.p.A. ("Purchaser"). This Schedule TO relates to the third-party     
tender offer by Purchaser to purchase all of the issued and outstanding shares  
of common stock, par value $.01 per share, of Sunglass Hut International, Inc., 
a Florida corporation (the "Company"), at a price per share of $11.50 net to the
seller in cash, without interest thereon, subject to reduction only for any     
federal backup withholding or stock transfer taxes payable by seller.           

The third-party tender offer described above is made upon the terms and 
subject to the conditions set forth in Purchaser's Offer to Purchase dated      
March 5, 2001 (the "Offer to Purchase") and in the related Letter of            
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), 
respectively (which, together with any amendments or supplements thereto,       
collectively constitute the "Offer"). The information set forth in the Offer to 
Purchase and the related Letter of Transmittal is incorporated herein by        
reference with respect to Items 1-9 and 11 of this Schedule TO. The information 
set forth in (i) the Confidentiality Agreement, dated as of January 31, 2001, by
and between Parent and the Company, a copy of which is attached hereto as       
Exhibit (d)(1), (ii) the Agreement and Plan of Merger, dated as of February 22, 
2001, by and among Parent, Purchaser and the Company, a copy of which is        
attached hereto as Exhibit (d)(2), (iii) the Consulting, Nondisclosure and      
Noncompetition Agreement, dated as of February 22, 2001, by and among Parent,   
the Company and James N. Hauslein, a copy of which is attached hereto as        
Exhibit (d)(3), and (iv) the Schedule 13D dated as of April 19, 2000 of         
Leonardo Del Vecchio and La Leonardo Finanziaria S.r.l. filed with the SEC on   
March 5, 2001, a copy of which is attached hereto as Exhibit (d)(4), is         
incorporated herein by reference with respect to Items 5 and 11 of this Schedule
TO.                                                                             

ITEM 10. FINANCIAL STATEMENTS.                                                  

Not Applicable.                                                         

ITEM 12. EXHIBITS.                                                              

(a)(1)  Offer to Purchase dated March 5, 2001.*                         

(a)(2)  Form of Letter of Transmittal.*                                 

(a)(3)  Form of Notice of Guaranteed Delivery.*                         

(a)(4)  Form of Letter to Brokers, Dealers, Commercial Banks, Trust     
Companies and Other Nominees.                           

 (a)(5)  Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.              

 (a)(6)  Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*                                   

 (a)(7)  Joint Press Release issued by Luxottica Group S.p.A. and Sunglass
            Hut International, Inc. on February 22, 2001, incorporated herein by
        reference to the Schedule TO filed by Luxottica Group S.p.A. and
Shade Acquisition Corp. on February 22, 2001.           

(a)(8)  Form of Summary Advertisement.                                  

(b)    Not applicable.                                                  

(c)    Not applicable.                                                  

(d)(1)  Confidentiality Agreement, dated as of January 31, 2001, by and 
           between Luxottica Group S.p.A. and Sunglass Hut International, Inc.

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   (d)(2)  Agreement and Plan of Merger, dated as of February 22, 2001, by and
          among Luxottica Group S.p.A., Shade Acquisition Corp. and Sunglass
Hut International, Inc.                                 

   (d)(3)  Consulting, Nondisclosure and Noncompetition Agreement, dated as of
            February 22, 2001, by and among Luxottica Group S.p.A., Sunglass Hut
International, Inc. and James N. Hauslein.              

   (d)(4)  Schedule 13D dated as of April 19, 2000 of Leonardo Del Vecchio and
           La Leonardo Finanziaria S.r.l. filed with the SEC on March 5, 2001.

(e)    Not applicable.                                                  

(f)     Not applicable.                                                 

(g)    None.                                                            

(h)    None.                                                            

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

*   Included in mailing to shareholders.                                        

ITEM 13. INFORMATION REQUIRED BY SECTION 13E-3.                                 

Not Applicable.                                                         

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SIGNATURE 

After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
LUXOTTICA GROUP S.P.A.                        

By:  /s/ LEONARDO DEL VECCHIO                 
     -----------------------------------------
     Leonardo Del Vecchio                     
     Title: Chairman of the Board of Directors
     Dated: March 5, 2001                     

After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
SHADE ACQUISITION CORP.                       

By:  /s/ ROBERTO CHEMELLO                     
     -----------------------------------------
     Roberto Chemello                         
     Title: Chief Executive Officer and       
     Director                                 
     Dated: March 5, 2001                     

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After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
LUXOTTICA S.P.A.                              

By:  /s/ ROBERTO CHEMELLO                     
     -----------------------------------------
     Roberto Chemello                         
     Title: Chief Executive Officer           
     Dated: March 5, 2001                     

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.  EXHIBIT NAME                                                
-----------  ------------                                                
                                                                         
  (a)(1)     Offer to Purchase dated March 5, 2001.*                     

  (a)(2)     Form of Letter of Transmittal.*                             

  (a)(3)     Form of Notice of Guaranteed Delivery.*                     

  (a)(4)     Form of Letter to Brokers, Dealers, Commercial Banks, Trust 
             Companies and Other Nominees.                               

  (a)(5)     Form of Letter to Clients for use by Brokers, Dealers,      
             Commercial Banks, Trust Companies and Other Nominees.       

  (a)(6)     Guidelines for Certification of Taxpayer Identification     
             Number on Substitute Form W-9.*                             

  (a)(7)     Joint Press Release issued by Luxottica Group S.p.A. and    
             Sunglass Hut International, Inc. on February 22, 2001,      
             incorporated herein by reference to the Schedule TO filed by
             Luxottica Group S.p.A. and Shade Acquisition Corp. on       
             February 22, 2001.                                          

  (a)(8)     Form of Summary Advertisement.                              

  (b)        Not applicable.                                             

  (c)        Not applicable.                                             

  (d)(1)     Confidentiality Agreement, dated as of January 31, 2001, by 
             and between Luxottica Group S.p.A. and Sunglass Hut         
             International, Inc.                                         

  (d)(2)     Agreement and Plan of Merger, dated as of February 22, 2001,
             by and among Luxottica Group S.p.A., Shade Acquisition Corp.
             and Sunglass Hut International, Inc.                        

  (d)(3)     Consulting, Nondisclosure and Noncompetition Agreement,     
             dated as of February 22, 2001, by and among Luxottica Group 
             S.p.A., Sunglass Hut International, Inc. and James N.       
             Hauslein.                                                   

  (d)(4)     Schedule 13D dated as of April 19, 2000 of                  
             Leonardo Del Vecchio and Leonardo Finanziaria S.r.l. filed  
             with the SEC on March 5, 2001.                              

  (e)        Not applicable.                                             

  (f)        Not applicable.                                             

  (g)        None.                                                       

  (h)        None.                                                       

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

*   Included in mailing to shareholders.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T’ Filing		Date		First		Last			Other Filings
Filed on:		3/5/01		2		6			8-K,  SC 13D,  SC 14D9
		2/22/01		2		6			SC TO-C,  SC14D9C
		1/31/01		2		6
		4/19/00		2		6			10-K
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