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
EX-99.(A)(5)(F) — Summary Advertisement as Published May 17,2002
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Exhibit (a)(5)(F)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated May 17, 2002, and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer, however, is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares residing in any jurisdiction in
which the making of the Offer or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. However, the
Purchaser (as defined below) may, in its discretion, take such action as it may
deem necessary to make the Offer in any jurisdiction and to extend the Offer to
holders of Shares in such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by Morgan Stanley & Co. Incorporated or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
Lands' End, Inc.
at
$62.00 Net Per Share
by
Inlet Acquisition Corp.
a wholly owned subsidiary of
Sears, Roebuck and Co.
Inlet Acquisition Corp., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Sears, Roebuck and Co., a New York corporation
("Sears"), is offering to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Lands' End, Inc., a Delaware
corporation ("Lands' End"), at a purchase price of $62.00 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated May 17, 2002 (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"). Tendering stockholders who have Shares
registered in their names and who tender directly to Mellon Investor Services
LLC (the "Depositary") will not be charged brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares pursuant to the Offer. Stockholders who hold their Shares
through a broker or bank should consult such institution as to whether it
charges any such fees or commissions. Sears or the Purchaser will pay all
charges and expenses of Morgan Stanley & Co. Incorporated, which is acting as
the dealer manager for the Offer (the "Dealer Manager"), the Depositary and D.F.
King & Co., Inc., which is acting as information agent for the Offer (the
"Information Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration of the Offer a number
of Shares that, together with any other Shares then beneficially owned by Sears
or the Purchaser or any of their subsidiaries, represent at least two-thirds of
the then issued and outstanding Shares on a fully diluted basis (the "Minimum
Condition"), and (ii) the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), having expired
or been terminated. The Offer is also subject to the satisfaction of certain
other conditions described in Section 15 of the Offer to Purchase. The Offer is
not contingent on any financing conditions.
The Offer is being made pursuant to the Acquisition Agreement and
Agreement and Plan of Merger, dated as of May 12, 2002 (the "Merger Agreement"),
by and among Sears, the Purchaser and Lands' End. The Merger Agreement provides
that, among other things, after the purchase of the Shares pursuant to the
Offer, subject to the satisfaction or waiver of the other conditions set forth
in the Merger Agreement and in accordance with the relevant provisions of the
Delaware General Corporation Law, as amended (the "DGCL"), the Purchaser will be
merged with and into Lands' End (the "Merger"). Following consummation of the
Merger, Lands' End will continue as the surviving corporation (the "Surviving
Corporation") and will be a wholly owned subsidiary of Sears. At the effective
time of the Merger, each Share that is then issued and outstanding (other than
the Shares owned by the Company as treasury stock and Shares owned by Sears, the
Purchaser or any other wholly owned subsidiary of Sears, all of which will be
cancelled and retired and shall cease to exist, and other than
Shares that are held by stockholders, if any, who properly exercise their
appraisal rights under the DGCL), will be converted into the right to receive
from the Surviving Corporation $62.00, net to the seller in cash, as set forth
in the Merger Agreement and described in the Offer to Purchase.
In connection with the Merger Agreement, the Purchaser and Sears have
entered into Tender Agreements, each dated as of May 12, 2002 (the "Tender
Agreements"), with certain stockholders of Lands' End (the "Tendering
Stockholders"), including the founder and Chairman of Lands' End. Pursuant to
the Tender Agreements, the Tendering Stockholders have agreed, among other
things, to tender their Shares pursuant to the Offer and to grant Sears a
purchase option on their Shares at the Offer Price which is exercisable upon the
occurrence of certain events. The Shares subject to the Tender Agreements
represent approximately 55% of the Shares issued and outstanding.
The Board of Directors of Lands' End (i) unanimously determined that
the terms of the Offer and the Merger are fair to and in the best interests of
the stockholders of Lands' End, (ii) approved the Merger Agreement and each of
the Tender Agreements and approved each of the transactions contemplated by the
Merger Agreement, including the Offer and the Merger, and the transactions
contemplated by the Tender Agreements and (iii) recommends that Lands' End
stockholders accept the Offer and tender their Shares to the Purchaser pursuant
to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, the Shares validly tendered and not
properly withdrawn, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares. Payment for Shares
so accepted will be made by deposit of the Offer Price with the Depositary,
which shall act as agent for tendering stockholders for the purpose of receiving
payments from the Purchaser and transmitting such payments to the tendering
stockholders. Payment for any Shares tendered in the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Shares or
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) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)
and (iii) any other documents required by the Letter of Transmittal. Under no
circumstances will interest be paid on the Offer Price for Shares tendered in
the Offer, regardless of any extension of the Offer or any delay in making such
payment.
The term "Expiration Date" means 12:00 Midnight, New York City time,
on Friday, June 14, 2002, unless the Purchaser shall have extended the Offer, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, will expire. The Purchaser may
(i) without the consent of Lands' End, and must, at Lands' End request, extend
the Offer if, at the then current Expiration Date (1) there shall be any
statute, rule, regulation, legislation, judgment, order or injunction enacted or
entered which directly or indirectly prohibits the Offer, prohibits or
materially limits the ownership or operation of all or any material portion of
the business or assets of Lands' End or imposes material limitations on the
rights of ownership of Sears or the Purchaser with respect to the Shares, (2)
(A) there is any general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange or in the Nasdaq National Market, (B)
there is any declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States or (C) there is any limitation (whether
or not mandatory) by any U.S. governmental entity that materially and adversely
affects the extension of credit by banks or other lending institutions in the
United States, or (3) any applicable waiting period under the HSR Act shall not
have expired or been terminated and any material consent or approval required
from any governmental authority to consummate the Offer and the Merger shall not
have been made or obtained, (ii) without the consent of Lands' End, extend the
Offer if any of the conditions to the Offer, other than those described above in
clauses (1), (2) and (3) or the Minimum Condition, is not satisfied or waived by
the then current Expiration Date and (iii) extend the Offer on one occasion for
a period not to exceed twenty business days, if all conditions other than the
Minimum Condition are satisfied or waived by the then current Expiration Date.
In addition, the Purchaser may extend the Offer for any period required by any
rule, regulation, interpretation of the Securities and Exchange Commission or
the staff thereof applicable to the Offer. However, the Expiration Date may not
be extended in any event beyond September 30, 2002. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw such Shares.
In the Merger Agreement, Sears and the Purchaser have expressly
reserved the right to modify the terms of the Offer, except that neither Sears
nor the Purchaser may, without the prior written consent of Lands' End, make any
change to the Offer that (i) amends or waives the Minimum Condition, (ii)
decreases the Offer Price, (iii) changes the form of consideration payable in
the Offer, (iv) decreases the number of Shares sought in the Offer, (v) imposes
additional conditions or modifies any of the conditions to the Offer in a manner
adverse to the holders of the Shares, or (vi) except as otherwise described
above, extends the Offer.
The Merger Agreement also provides that if all conditions to the Offer
are satisfied or waived, but fewer than 90% of the then issued and outstanding
Shares on a fully diluted basis have been tendered and not withdrawn, together
with any Shares beneficially owned by Sears, the Purchaser or any other
subsidiary of Sears or the Purchaser, the Purchaser may, without the consent of
Lands' End, provide a subsequent offering period in accordance with Rule 14d-11
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
subsequent offering period is an additional period of time from three business
days to twenty business days in length, beginning after the Purchaser purchases
Shares tendered in the Offer, during which stockholders may tender, but not
withdraw, their Shares and receive the Offer Price.
Any extension of the period during which the Offer is open, including
any election to conduct a subsequent offering period, will be followed promptly
by public announcement thereof, not later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
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Except as otherwise provided in the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable, except that Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date
and, unless theretofore accepted for payment by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after July 15, 2002. For a withdrawal
to be effective, a written or facsimile transmission notice of withdrawal must
be timely received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase. Any such notice of withdrawal must specify
the name of the person who tendered Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder if different from the name
of the person who tendered Shares. If certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution (as defined in the Offer to Purchase). If Shares have
been tendered pursuant to the procedures for book-entry transfer as described in
the Offer to Purchase, the notice of withdrawal must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with withdrawn
Shares, in which case a notice of withdrawal will be effective if delivered to
the Depositary by any method of delivery described in this paragraph. All
questions as to the form and validity (including time of receipt) of a notice of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination shall be final and binding on all parties. If the Purchaser elects
to provide a subsequent offering period, Shares tendered in such subsequent
offering period may not be withdrawn.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.
Lands' End has provided to the Purchaser its list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of the Shares. The Offer to Purchase, the Letter of Transmittal and other
related tender offer materials are being mailed to record holders of Shares and
will also be mailed to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholders list or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager as set forth below. Requests for copies
of the Offer to Purchase, the Letter of Transmittal and other related tender
offer materials may be directed to the Information Agent as set forth below, and
copies will also be furnished promptly at the Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons (other than the
Dealer Manager and the Information Agent) for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 290-6429
The Dealer Manager for the Offer is:
[GRAPHIC APPEARS HERE]
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-4308
May 17, 2002
Dates Referenced Herein and Documents Incorporated by Reference
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