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)(1)(E) — Letter to Clients
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Exhibit (a)(1)(E)
Instructions With Respect To The
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.
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.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated May 17, 2002
(the "Offer to Purchase") and a related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with 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 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, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the Letter of Transmittal enclosed
herewith.
We or our nominees are the holder of record of Shares for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The enclosed Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Shares
held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:
1. The Offer Price is $62.00 per Share, net to you in cash without
interest thereon.
2. The Offer is being made for all issued and outstanding Shares.
3. The Offer is being made pursuant to an Acquisition Agreement and
Agreement and Plan of Merger, dated as of May 12, 2002 (the "Merger
Agreement"), by and among Sears, the Purchaser and the Company. The Merger
Agreement provides, among other things, that after the consummation of the
Offer, the Purchaser will be merged with and into the Company (the "Merger")
following the satisfaction or waiver of each of the conditions to the Merger
set forth in the Merger Agreement and the Company will continue as the
surviving corporation, wholly owned by Sears, and the separate corporate
existence of the Purchaser will cease. At the effective time of the Merger,
each Share (other than Shares owned by the Company as treasury stock and by
Sears, the Purchaser or any other wholly owned subsidiary of Sears, and
other Shares that are held by stockholders, if any, who properly exercise
dissenters' rights under Delaware Law) will be
converted into the same price per share, in cash, without interest, as paid
pursuant to the Offer. In connection with the Merger Agreement, Sears and
the Purchaser have entered into Tender Agreements (the "Tender Agreements")
with certain stockholders (the "Tendering Stockholders") of the Company, who
collectively own approximately 55% of the outstanding Shares, and pursuant
to which the Tendering Stockholders have agreed, among other things, to
tender and not withdraw their Shares in the Offer.
4. The Board of Directors of the Company (i) unanimously determined that
the terms of the Offer and the Merger are fair to and in the best interests
of the stockholders of the Company, (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 the Company's stockholders accept the Offer and tender their
Shares to the Purchaser pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, June 14, 2002 (the "Expiration Date"), unless the
Offer is extended.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in the Letter of Transmittal.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date a number of Shares
that, together with any other Shares then owned by Sears or the Purchaser or
any of their subsidiaries, represents at least two-thirds of the then issued
and outstanding Shares on a fully diluted basis, and (2) the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, having expired or been terminated and any other material consent,
approval or authorization required to be obtained prior to the consummation of
the Offer or the Merger from any governmental or regulatory authority having
been made or obtained. See Section 15 of the Offer to Purchase for additional
conditions to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall
make a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) holders of Shares in
such state. 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 will be
deemed to be made on behalf of the Purchaser by Morgan Stanley & Co.
Incorporated in its capacity as Dealer Manager for the Offer or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope to return your instructions to us is also enclosed.
If you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified in this letter. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf
prior to the Expiration Date.
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Instructions With Respect To The
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.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated Friday, May 17, 2002 and the related Letter of Transmittal in
connection with the offer by Inlet Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Sears, Roebuck and Co., a New York
corporation, to purchase all outstanding shares of common stock, par value $.01
per share (the "Shares"), of Lands' End, Inc., a Delaware corporation, at a
purchase price of $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 the
related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Account No.: __________________________________________________________________
Number of Shares to Be Tendered: ______________________________________ Shares*
SIGN HERE
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Print Name(s) and Address(es)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Area Code and Telephone Number(s)
_______________________________________________________________________________
Taxpayer Identification or Social Security Number(s)
Dated: __________________________________________________________________, 2002
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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Dates Referenced Herein and Documents Incorporated by Reference
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