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
EX-99.4(A)(4) — Miscellaneous Exhibit
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUNGLASS HUT INTERNATIONAL, INC.
AT
$11.50 NET PER SHARE
BY
SHADE ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF
LUXOTTICA GROUP S.P.A.
[Download Table]
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MARCH 30, 2001, UNLESS THE
OFFER IS EXTENDED.
March 5, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Shade Acquisition Corp., a Florida corporation (the "Purchaser") and an
indirect wholly-owned subsidiary of Luxottica Group S.p.A., an Italian
corporation ("Parent"), is offering to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Sunglass Hut
International, Inc., a Florida corporation (the "Company"), at a price of $11.50
per Share, net to the seller in cash (the "Share Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
March 5, 2001 (the "Offer to Purchase"), and in the related letter of
transmittal (the "Letter of Transmittal") (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"). Please furnish
copies of the enclosed materials to those of your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED, AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER, THAT
NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE OUTSTANDING SHARES
ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), THERE NOT HAVING OCCURRED A
MATERIAL ADVERSE CHANGE IN THE COMPANY OR ITS BUSINESS, AND THE EXPIRATION OR
TERMINATION OF THE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED. THE OFFER IS ALSO SUBJECT TO OTHER TERMS
AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE THE INTRODUCTION AND
SECTIONS 1, 15 AND 16 OF THE OFFER TO PURCHASE. THE OFFER IS NOT CONDITIONED
UPON PARENT OR PURCHASER OBTAINING FINANCING.
Enclosed for your information and use are copies of the following documents:
1. Offer to Purchase, dated March 5, 2001;
2. Letter of Transmittal to be used by holders of Shares in accepting the Offer
and tendering Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares
and all other required documents are not immediately available or cannot be
delivered to American Stock Transfer & Trust Company (the "Depositary") by
the Expiration Date (as defined in the Offer to Purchase) or if the
procedure for book-entry transfer cannot be completed by the Expiration
Date;
4. A letter to shareholders of the Company from James N. Hauslein, the Chairman
of the Board and Chief Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;
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6. Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MARCH 30, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)), a Letter of Transmittal (or facsimile
thereof) properly completed and duly executed, or an Agent's Message (as defined
in the Offer to Purchase), in the case of a book-entry transfer, and any other
required documents.
If a holder of Shares wishes to tender, but cannot deliver such holder's
certificates or cannot comply with the procedure for book-entry transfer prior
to the Expiration Date, a tender of Shares may be effected by following the
guaranteed delivery procedure described in Section 3--"Procedures for Accepting
the Offer and Tendering Shares" of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. However, Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any stock transfer taxes
payable on the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
If you have any inquiries about the Offer you should address them to
MacKenzie Partners, Inc. (the "Information Agent") at its address and telephone
number set forth on the back cover page of the Offer to Purchase.
You may obtain additional copies of the enclosed material from the
Information Agent at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
ROTHSCHILD INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
Dates Referenced Herein and Documents Incorporated by Reference
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