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)(C) — Notice of Guaranteed Delivery
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Exhibit (a)(1)(C)
Notice Of Guaranteed Delivery
for
Tender Of Shares Of Common Stock
of
Lands' End, Inc.
to
Inlet Acquisition Corp.
a wholly owned subsidiary of
Sears, Roebuck and Co.
(Not To Be Used For Signature Guarantees)
[Download Table]
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.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach Mellon Investor Services LLC (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase). This form may be delivered by hand, transmitted by
facsimile or mailed to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
Mellon Investor Services LLC
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services Mellon Investor Services Mellon Investor Services
LLC Reorganization LLC Reorganization LLC
Department Department Reorganization Department
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Stop--Reorg New York, NY 10271
Ridgefield Park, NJ 07660
By Facsimile Transmission:
(for Eligible
Institutions only)
(201) 296-4293
Confirm Facsimile By
Telephone:
(201) 296-4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY
TO THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
The Eligible Institution that completes this form must communicate this
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Inlet Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Sears, Roebuck and Co., a New York
corporation, 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, constitute the "Offer"), receipt of which is hereby acknowledged, the
number of shares of common stock, par value $.01 per share (the "Shares"), of
Lands' End, Inc., a Delaware corporation (the "Company"), set forth below,
pursuant to the guaranteed delivery procedures set forth in the Offer to
Purchase.
--------------------------------------------------------------------------------
SIGN HERE
Number of Shares Tendered: ______________________
Name(s) of Record Holder(s):
Certificate No.(s) (if available): ---------------------------
=----------------------------------- (please print)
[_] Check if securities will be tendered by Address(es):
book-entry transfer ---------------------------
(Zip Code)
Name of Tendering Institution: Area Code and Telephone No.(s):
------------------------------------ -------------------------------
Signature(s)
Account No.: ____________________________________-------------------------------
Dated: ____________________________________, 2002
--------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a participant in the Securities Transfer
Agents Medallion Program, or an "eligible guarantor institution" (as such term
is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended), hereby guarantees the delivery to the Depositary of either the
certificates evidencing all tendered Shares, in proper form for transfer, or
the Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility"), in either case, together with the Letter of Transmittal (or a
facsimile thereof) properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, all within three New York Stock Exchange trading days after the date
hereof.
Name of Firm: _________
-----------------------
(Authorized Signature)
Address: ______________
-----------------------
Zip Code
Title: ________________
Name: _________________
(Please type or print)
Area Code and Tel. No.
Date: ___________, 2002
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
Dates Referenced Herein and Documents Incorporated by Reference
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