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 36K
2: EX-99.(A)(1)(A) Offer to Purchase 45 244K
3: EX-99.(A)(1)(B) Letter of Transmittal 12 59K
4: EX-99.(A)(1)(C) Notice of Guaranteed Delivery 2 14K
5: EX-99.(A)(1)(D) Letter to Brokers,Dealers 3 16K
6: EX-99.(A)(1)(E) Letter to Clients 3 17K
7: EX-99.(A)(1)(F) Guidelines for Certification of Taxpayer I.D. 5± 21K
No.
8: EX-99.(A)(5)(F) Summary Advertisement as Published May 5± 25K
17,2002
9: EX-99.(A)(5)(G) Press Release Issued by Sears on May 17,2002 1 8K
10: EX-99.(D)(1) Acquisition Agreement 55 228K
11: EX-99.(D)(2) Form of Tender Agreement,Dated May 12,2002 12 43K
12: EX-99.(D)(3) Confidentiality Agreement 8 34K
13: EX-99.(D)(4) Letter Agreement,Dated May 13,2002 2 14K
SC TO-T — Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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LANDS' END, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
INLET ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SEARS, ROEBUCK AND CO.
(NAMES OF FILING PERSONS (OFFERORS))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
-----------------
515086106
(CUSIP NUMBER OF CLASS OF SECURITIES)
ANASTASIA D. KELLY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
TELEPHONE: (847) 286-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
With a copy to:
GARY P. CULLEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 407-0700
CALCULATION OF FILING FEE
=--------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------------------------------
$1,950,167,509.37 $179,415.41
---------------------------------------------
---------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only, in
accordance with Rules 0-11(d) under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"). The calculation of the transaction
valuation assumes the purchase of 30,012,942 outstanding shares of common
stock of Lands' End, Inc. at a purchase price of $62.00 per share. The
transaction valuation also includes the offer price of $62.00 less $30.13,
which is the average exercise price per share, multiplied by 2,804,051, the
estimated number of options outstanding.
** The amount of the filing fee, calculated in accordance with Section 13(e) of
the Exchange Act, equals $92 per million dollars of the transaction
valuation. Sent by wire transfer to the Securities Exchange lockbox on May
16, 2002.
[_]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.
[Download Table]
Amount Previously Paid: $______________ Filing party: _______________
Form or Registration No.: ______________ Date Filed: _______________
[_]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 "Statement") relates to the
offer by Inlet Acquisition Corp., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Sears, Roebuck and Co., a New York corporation
("Sears"), to purchase all of the issued and outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Lands' End, Inc., a Delaware
corporation (the "Company"), at a purchase price of $62.00 per share, net to
the seller in cash. The terms and conditions of the offer are described in the
Offer to Purchaser, dated May 17, 2002 (the "Offer to Purchase"), a copy of
which is attached hereto as Exhibit (a)(1)(A), and the related Letter of
Transmittal and the instructions thereto, a copy of which is attached hereto as
Exhibit (a)(1)(B) (which, as they may be amended or supplemented from time to
time, together constitute the "Offer").
Pursuant to General Instruction F to Schedule TO, the information contained
in the Offer to Purchase, including all schedules and annexes thereto, is
hereby expressly incorporated herein by reference in response to items 1
through 11 of this Statement and is supplemented by the information
specifically provided for herein.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The subject company and issuer of the securities subject to the Offer is
Lands' End, Inc., a Delaware corporation. Its principal executive office is
located at One Lands' End Lane, Dodgeville, Wisconsin 53595 and its telephone
number is (608) 935-9341.
(b) This Statement relates to the Offer by the Purchaser to purchase all
issued and outstanding Shares for $62.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal. The information set forth in the
introduction to the Offer to Purchase (the "Introduction") is incorporated
herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in "Price Range of Shares; Dividends" in the Offer to
Purchase and is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a), (b), (c) The information set forth in the section of the Offer to
Purchase entitled "Certain Information Concerning Sears and the Purchaser" and
in Schedule I to the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(viii), (x), (xii) The information set forth in the Introduction
and in the sections of the Offer to Purchase entitled "Terms of the Offer,"
"Acceptance for Payment and Payment for Shares," "Procedures for Accepting the
Offer and Tendering the Shares," "Withdrawal Rights," "Material U.S. Federal
Income Tax Consequences," "Certain Effects of the Offer" and "Certain
Conditions of the Offer" is incorporated herein by reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2)(i)-(v) and (vii) The information set forth in the sections of the
Offer to Purchase entitled "Material U.S. Federal Income Tax Consequences,"
"Background of the Offer; Past Contacts or Negotiations with the Company," "The
Transaction Documents" and "Purpose of the Offer; Plans for the Company" is
incorporated herein by reference.
(a)(2)(vi) Not applicable.
2
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a), (b) The information set forth in the sections of the Offer to Purchase
entitled "Certain Information Concerning Sears and the Purchaser," "Background
of the Offer; Past Contacts or Negotiations with the Company," "The Transaction
Documents" and "Purpose of the Offer; Plans for the Company" is incorporated
herein by reference.
ITEM 6. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.
(a), (c)(1), (c)(3-7) The information set forth in the Introduction and in
the sections of the Offer to Purchase entitled "Background of the Offer; Past
Contacts or Negotiations with the Company," "The Transaction Documents,"
"Purpose of the Offer; Plans for the Company," "Dividends and Distributions"
and "Certain Effects of the Offer" is incorporated herein by reference.
(c)(2) None.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the section of the Offer to Purchase
entitled "Source and Amount of Funds" is incorporated herein by reference.
(b), (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a), (b), (c), (d), (e) The information set forth in the Introduction and
in the sections of the Offer to Purchase entitled "Certain Information
Concerning Sears and the Purchaser," "Background of the Offer; Past Contacts or
Negotiations with the Company," "The Transaction Documents," "Purpose of the
Offer; Plans for the Company" and in Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Introduction and in the section of the
Offer to Purchase entitled "Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a), (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a)(1) The information set forth in the sections of the Offer to Purchase
entitled "Certain Information Concerning Sears and the Purchaser" and "The
Transaction Documents" is incorporated herein by reference.
(a)(2) and (a)(3) The information set forth in the sections of the Offer to
Purchase entitled "Terms of the Offer," "The Transaction Documents," "Certain
Conditions of the Offer" and "Material Legal Matters; Regulatory Approvals" is
incorporated herein by reference.
(a)(4) The information set forth in the section of the Offer to Purchase
entitled "Certain Effects of the Offer" is incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is incorporated
herein by reference.
3
ITEM 12. EXHIBITS
[Download Table]
(a)(1)(A) Offer to Purchase.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number (TIN)
on Substitute W-9.
(a)(5)(A) Joint Press Release issued by Sears and the Company on May 13, 2002,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.
(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.
(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet, incorporated herein by reference to the
Schedule TO, filed by Sears on May 13, 2002.
(a)(5)(D) Slides used in Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 13,
2002.
(a)(5)(E) Transcript of Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 14,
2002.
(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on May
17, 2002.
(a)(5)(G) Press Release issued by Sears on May 17, 2002.
(b) Not applicable.
(d)(1) Acquisition Agreement and Agreement and Plan of Merger, dated as of
May 12, 2002, by and among Sears, Roebuck and Co., Inlet Acquisition
Corp. and Lands' End, Inc.
(d)(2) Form of Tender Agreement, dated as of May 12, 2002, by and among
Sears, Roebuck and Co., Inlet Acquisition Corp. and certain
Stockholders.
(d)(3) Confidentiality Agreement, dated as of February 26, 2002, by and
between Sears, Roebuck and Co. and Lands' End, Inc.
(d)(4) Letter Agreement, dated May 13, 2002, by and between Sears, Roebuck
and Co. and
David F. Dyer.
(g) Not applicable.
(h). Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SEARS, ROEBUCK AND CO.
/S/ PAUL J. LISKA
By: ______________________________
Name: Paul J. Liska
Title: Executive Vice President
and Chief Financial Officer
INLET ACQUISITION CORP.
/S/ W. ANTHONY WILL
By: _______________________________
Name: W. Anthony Will
Title: Vice President and Treasurer
Dated: May 17, 2002
5
EXHIBIT INDEX
[Download Table]
EXHIBIT EXHIBIT NAME
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(a)(1)(A) Offer to Purchase.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number (TIN)
on Substitute W-9.
(a)(5)(A) Joint Press Release issued by Sears and the Company on May 13, 2002,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.
(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.
(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet, incorporated herein by reference to the
Schedule TO, filed by Sears on May 13, 2002.
(a)(5)(D) Slides used in Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 13,
2002.
(a)(5)(E) Transcript of Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 14,
2002.
(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on May
17, 2002.
(a)(5)(G) Press Release issued by Sears on May 17, 2002.
(b) Not applicable.
(d)(1) Acquisition Agreement and Agreement and Plan of Merger, dated as of
May 12, 2002, by and among Sears, Roebuck and Co., Inlet Acquisition
Corp. and Lands' End, Inc.
(d)(2) Form of Tender Agreement, dated as of May 12, 2002, by and among
Sears, Roebuck and Co., Inlet Acquisition Corp. and certain
Stockholders.
(d)(3) Confidentiality Agreement, dated as of February 26, 2002, by and
between Sears, Roebuck and Co. and Lands' End, Inc.
(d)(4) Letter Agreement, dated May 13, 2002, by and between Sears, Roebuck
and Co. and David F. Dyer.
(g) Not applicable.
(h) Not applicable.
6
Dates Referenced Herein and Documents Incorporated by Reference
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