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)(D) — Letter to Brokers,Dealers
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Exhibit (a)(1)(D)
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.
May 17, 2002
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged 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 act as Dealer Manager in connection with the
Purchaser's offer 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, dated May 17, 2002 (the "Offer to Purchase") and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith.
The Offer is conditioned upon, among other things, (1) 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tendered and not withdrawn prior to the expiration of the Offer a number of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 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) any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, relating to the Offer and Merger having expired or
been terminated and all other material consents, approvals or authorizations
required to be obtained prior to the consummation of the Offer and 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.
Please furnish copies of the enclosed materials listed below to those of
your clients for whose accounts you hold Shares registered in your name or in
the name of your nominee:
1. Offer to Purchase, dated May 17, 2002;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender Shares);
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to Mellon
Investor Services LLC (the "Depositary") prior to the expiration of the
Offer, or if the procedures for book-entry transfer cannot be completed on a
timely basis;
4. A printed form of letter that 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;
5. The Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by the Company; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number (TIN) on Substitute Form W-9.
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 (as defined
below) and each of the Tender Agreements (as defined below) and approved each
of the transactions contemplated by the Merger Agreement, including the Offer
and the Merger (as defined below), and the transactions contemplated by the
Tender Agreements and the transactions contemplated thereby, and (iii)
recommends that the Company's stockholders accept the Offer and tender their
Shares to the Purchaser pursuant to the Offer.
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 for,
among other things, the making of the Offer by the Purchaser, and further
provides 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 the conditions to the Merger set forth in the Merger Agreement.
Following the Merger, the Company will continue as the surviving corporation,
wholly owned by Sears, and the separate corporate existence of the Purchaser
will cease.
In connection with the Merger Agreement, Sears and the Purchaser have
entered into Tender Agreements (the "Tender Agreements") with certain
stockholders of the Company (the "Tendering Stockholders"). Pursuant to the
Tender Agreements, the Tendering Stockholders have agreed, among other things,
to tender their Shares to the Purchaser 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 owned by the Tendering
Stockholders represent approximately 55% of the issued and outstanding Shares.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and other required documents should be sent to
the Depositary and (ii) certificates representing the tendered Shares should be
delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book-Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Holders of Shares whose certificates for such Shares are not immediately
available, who cannot complete the procedures for book-entry transfer on a
timely basis, or who cannot deliver all other required documents to the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary, the Information Agent and the
Dealer Manager as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse you for customary mailing and handling costs incurred by you in
forwarding the enclosed materials to your clients. The Purchaser will pay or
cause to be paid all stock transfer taxes applicable to its purchase of Shares
pursuant to the Offer, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT 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.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent at the addresses and telephone numbers set forth on the back
cover of the Offer to Purchase.
Very truly yours,
MORGAN STANLEY & CO.
Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF SEARS, THE PURCHASER, THE COMPANY, THE
DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY
OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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Dates Referenced Herein and Documents Incorporated by Reference
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