Luxottica Group SpA, et al. – ‘SC TO-T/A’ on 3/21/01 re: Sunglass Hut International Inc

On:  Wednesday, 3/21/01, at 4:08pm ET   ·   Accession #:  912057-1-7865   ·   File #:  5-43307

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment to Tender-Offer Statement -- Third-Party     5     22K 
                          Tender Offer                                           
 2: EX-99.B1    Exh 99.B.1                                             1      6K 

SC TO-T/A   —   Amendment to Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------- 

SCHEDULE TO 

(AMENDMENT NO. 1) 
TENDER OFFER STATEMENT UNDER SECTION

14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 
------------------------------- 

SUNGLASS HUT INTERNATIONAL, INC.

(Name of Subject Company (Issuer))
------------------------------- 

LUXOTTICA GROUP S.P.A.

LUXOTTICA S.P.A.

SHADE ACQUISITION CORP. 

(Names of Filing Persons (Offerors))
------------------------------- 

COMMON STOCK, PAR VALUE $0.01 PER SHARE 

(Title of Class of Securities)

86736F106 

(CUSIP Number of Class of Securities) 
------------------------------- 

ROBERTO CHEMELLO

LUXOTTICA GROUP S.P.A.

PIAZZALE LOTTO, 2 

MILAN 20148 ITALY 

(39) 02-499-841 

(Name, address and telephone number of person authorized to receive 
notices and communications on behalf of filing persons) 
------------------------------- 

COPIES TO:

                                                                [Download Table]
                                                                             
JONATHAN GOLDSTEIN, ESQ.                       BRUCE E. MACDONOUGH, ESQ.     
DANIEL A. NINIVAGGI, ESQ.                        BRIAN H. BLANEY, ESQ.       
    WINSTON & STRAWN                            GREENBERG TRAURIG, LLP       
     200 PARK AVENUE                      ONE EAST CAMELBACK ROAD, SUITE 1100
NEW YORK, NEW YORK 10166                        PHOENIX, ARIZONA 85012       
     (212) 294-6700                                 (602) 263-2300           

------------------------------- 

CALCULATION OF FILING FEE 

                                                                [Download Table]

TRANSACTION VALUATION*  AMOUNT OF FILING FEE
                                            
     $518,416,907             $103,684      

*   For purposes of calculating the filing fee, the transaction value was       
    calculated on the basis of (i) 40,136,132 shares of common stock of Sunglass
   Hut International, Inc. (the "Common Stock"), (ii) 4,943,599 shares subject
to options and warrants to purchase Common Stock, which, for purposes of
    calculating this fee, are all assumed to be exercisable and (iii) the tender
offer price of $11.50 per share. Based on the foregoing, the transaction
    value is equal to the product of 45,079,731 shares and $11.50 per share. The
   amount of the filing fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the   
transaction valuation.                                                  

/X/  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.             

Amount Previously Paid: $96,199.                                        

Form or Registration No.: Schedule TO (File No. 005-43307).             

Filing Parties: Luxottica Group S.p.A., Luxottica S.p.A. and Shade      
Acquisition Corp.                                                               

Date Filed: March 5, 2001.                                              

/ /  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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   Luxottica Group S.p.A., Luxottica S.p.A. and Shade Acquisition Corp. hereby
amend and supplement their Tender Offer Statement on Schedule TO, filed on      
March 5, 2001 (the "Schedule TO"), with respect to Shade Acquisition Corp.'s    
Offer for all of the issued and outstanding shares of common stock of Sunglass  
Hut International, Inc., as set forth in this Amendment No. 1. Unless otherwise 
indicated, all capitalized terms used but not otherwise defined herein shall    
have the meanings given to such terms in the Schedule TO.                       

ITEMS 1 THROUGH 9 AND 11.                                                       

Items 1-9 and 11 of the Schedule TO, which incorporate by reference the 
information contained in the Offer to Purchase, are hereby amended as follows:  

  (1) The first sentence of the second paragraph of the section of the Offer
to Purchase entitled "Acceptance for Payment and Payment for Shares" is hereby  
amended and restated in its entirety as follows:                                

        "Subject to the Merger Agreement and compliance with Rule 14e-1(c) under
 the Exchange Act, Purchaser expressly reserves the right to delay payment
for Shares in anticipation of governmental regulatory approvals."       

(2) The last paragraph of the section of the Offer to Purchase entitled 
"Acceptance for Payment and Payment for Shares" is hereby deleted in its        
entirety.                                                                       

 (3) The fourth sentence in the third paragraph of section of the Offer to
Purchase entitled "Certain Information Concerning the Company--Certain Projected
Financial Data for the Company" is hereby amended and restated in its entirety  
as follows:                                                                     

     "The inclusion of the Projections herein should not be regarded as an
indication that any of Parent, Purchaser, their financial advisor or the
Company's financial advisor assume any responsibility for the validity, 
reasonableness, accuracy or completeness of the Projections."           

(4) The lead-in to the first paragraph of the section of the Offer to   
Purchase entitled "Certain Conditions to the Offer" is hereby amended and       
restated in its entirety as follows:                                            

        "Notwithstanding any other provisions of the Offer, the Merger Agreement
  provides that Purchaser shall not be required to accept for payment or pay
  for any tendered Shares and, subject to the terms of the Merger Agreement,
   may delay the acceptance for payment of any tendered Shares, (A) unless (i)
there shall have been validly tendered and not withdrawn prior to the   
    expiration date for the Offer that number of Shares which represent at least
   a majority of the outstanding Shares on a fully diluted basis, after giving
 effect to the exercise or conversion of all options, warrants, rights and
    securities outstanding exercisable or convertible into voting securities, on
   the date of purchase (the "Minimum Condition"), (ii) any applicable waiting
 periods under the HSR Act shall have expired or been terminated (the "HSR
Condition"), (iii) all consents of, or notices to, governmental entities
necessary for the consummation of the Offer and the other transactions  
    contemplated by the Merger Agreement shall have been obtained or made, other
than those which, if not obtained or made, would not in the aggregate   
  reasonably be expected to have a Material Adverse Effect on the Company or
    (B) if at any time on or after February 22, 2001 and prior to the expiration
of the Offer, any of the following events (each, an "Event") shall have 
occurred and be continuing:"                                            

(5) The last paragraph of the section of the Offer to Purchase entitled 
"Certain Conditions of the Offer" is hereby amended and restated in its entirety
as follows:                                                                     

  "The foregoing Tender Offer Conditions are for the sole benefit of
  Parent and Purchaser. Parent or Purchaser may assert the failure of any of
the Tender Offer Conditions regardless of the circumstances (other than 
circumstances arising solely by any action or inaction by Parent or     

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    Purchaser) giving rise to any such failure. The Company shall not assert the
  failure of, or waive, any such condition without the prior written consent
    of Parent and Purchaser, and if Parent or Purchaser elects to waive any such
    condition to the Offer (which Parent or Purchaser may do in whole or in part
    at any time and from time to time prior to the expiration of the Offer), the
    Company shall cooperate and comply with such election. The failure by Parent
  or Purchaser at any time to exercise any of the foregoing rights shall not
   be deemed a waiver of any such right and each such right shall be deemed an
   ongoing right which may be asserted at any time and from time to time prior
to the expiration of the Offer. All conditions to the Offer, other than 
those involving receipt of necessary governmental approvals, must be    
satisfied or waived prior to the expiration of the Offer."              

(6) The information set forth in the financing offer letter, dated      
March 12, 2001, from Banca Intesa SpA to Luxottica Group S.p.A., a copy of which
is attached hereto as Exhibit (b)(1), is incorporated herein by reference with  
respect to Items 7 and 11 of this Schedule TO.                                  

ITEM 12. EXHIBITS.                                                              

Item 12 of the Schedule TO is hereby amended and supplemented by the    
addition of the following exhibit hereto:                                       

                                                                [Download Table]
                                                                               
(b)(1)                 Financing offer letter, dated March 12, 2001, from Banca
                       Intesa SpA to Luxottica Group S.p.A.                    

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SIGNATURE 

After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
LUXOTTICA GROUP S.P.A.                        

By:  /s/ LEONARDO DEL VECCHIO                 
     -----------------------------------------
     Leonardo Del Vecchio                     
     Title: Chairman of the Board of Directors
     Dated: March 21, 2001                    

After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
SHADE ACQUISITION CORP.                       

By:  /s/ ROBERTO CHEMELLO                     
     -----------------------------------------
     Roberto Chemello                         
     Title: Chief Executive Officer and       
     Director                                 
     Dated: March 21, 2001                    

After due inquiry and to the best of my knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                                                                [Download Table]
                                              
LUXOTTICA S.P.A.                              

By:  /s/ ROBERTO CHEMELLO                     
     -----------------------------------------
     Roberto Chemello                         
     Title: Chief Executive Officer           
     Dated: March 21, 2001                    

SC TO-T/A
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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.             EXHIBIT NAME                                            
-----------             ------------                                            
                                                                                
  (b)(1)                Financing offer letter, dated March 12, 2001, from Banca
                        Intesa SpA to Luxottica Group S.p.A.                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/21/01		4
		3/12/01		3		5
		3/5/01		1		2			8-K,  SC 13D,  SC 14D9,  SC TO-T
		2/22/01		2					SC TO-C,  SC14D9C
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