Sears Roebuck & Co, et al. – ‘SC TO-T/A’ on 6/17/02 re: Lands' End, Inc., et al.

On:  Monday, 6/17/02, at 3:22pm ET   ·   Accession #:  950172-2-1312   ·   File #s:  5-38004 (SC 13D/A), 5-38004

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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   SC TO-T/A #5                                           6±    22K 
 2: EX-99       Ex (99)(A)(5)(I)                                       2±     9K 

SC TO-T/A   —   SC TO-T/A #5

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

SCHEDULE TO     
(Rule 14d-100)    
Tender Offer Statement Under Section 14(d)(1)     
or Section 13(e)(1) of the Securities Exchange Act of 1934    
(Amendment No. 5)     
and     
SCHEDULE 13D    
(Rule 13d-101)    
(Amendment No. 1)     
------------------    

LANDS' END, INC.    
(Name of Subject Company (Issuer))    

INLET ACQUISITION CORP.     
a wholly owned subsidiary of    
SEARS, ROEBUCK AND CO.    
(Names of Filing Persons (Offerors))    
COMMON STOCK, PAR VALUE $.01 PER SHARE    
(Title of Class of Securities)    

515086106     
(CUSIP Number of Class of Securities)     
Anastasia D. Kelly, Esq.    
Senior Vice President and General Counsel     
Sears, Roebuck and Co.    
3333 Beverly Road     
Hoffman Estates, Illinois 60179     
Telephone : (847) 286-2500    
(Name, address and telephone number of person authorized to receive notices   
and communications on behalf of filing persons)     
With a copy to:     
Gary P. Cullen, Esq.    
Skadden, Arps, Slate, Meagher & Flom (Illinois)     
333 West Wacker Drive     
Chicago, Illinois 60606     
Telephone: (312) 407-0700     
CALCULATION OF FILING FEE     
================================================================================

Transaction Valuation*                          Amount of Filing Fee**

$1,950,167,509.37                                 $179,415.41     
================================================================================
*    Estimated for purposes of calculating the amount of the filing fee         
only, in accordance with Rule 0-11(d) under the Securities and        
Exchange Act of 1934, as amended (the "Exchange Act"). The calculation
of the transaction valuation assumes the purchase of 30,012,942       
outstanding shares of common stock of Lands' End, Inc. at a purchase  
price of $62.00 per share. The transaction valuation also includes the
offer price of $62.00 less $30.13, which is the average exercise price
per share, multiplied by 2,804,051, the estimated number of options   
outstanding.                                                          
**   The amount of the filing fee, calculated in accordance with Section        
13(e) of the Exchange Act, equals $92 per million dollars of the      
transaction valuation. Sent by wire transfer to the Securities        
Exchange lockbox on May 16, 2002.                                     
[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.  

                                                        [Enlarge/Download Table]

                                                                                     
Amount Previously Paid: $  179,415.41     Filing party:  Sears,  Roebuck  and Co.    
                                                         and  Inlet Acquisition Corp.
Form or Registration No.:  Schedule TO-T   Date Filed:   May 17, 2002                

[_]  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.                  
[X] 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:  [X]                                     

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

CUSIP No.   515086106                                                           
--------------------------------------------------------------------------------

1        NAME OF REPORTING PERSON                                     
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
          SEARS, ROEBUCK AND CO. (I.R.S. IDENTIFICATION NO.  36-1750680)
--------------------------------------------------------------------------------

     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------

3        SEC USE ONLY                                                 

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

4        SOURCE OF FUNDS                                              
WC, OO                                              
--------------------------------------------------------------------------------

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS          |_| 
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)              

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION                         

NEW YORK                                            
--------------------------------------------------------------------------------

7      SOLE VOTING POWER                

None                      
 NUMBER OF          ------------------------------------------------------------
SHARES            8      SHARED VOTING POWER                                
BENEFICIALLY                                                                    
OWNED BY                  29,360,656                                          
   EACH             ------------------------------------------------------------
REPORTING                                                                     
PERSON            9      SOLE DISPOSITIVE POWER                             
WITH                                                                      
None                      
                    ------------------------------------------------------------

10      SHARED DISPOSITIVE POWER        

29,360,656              
--------------------------------------------------------------------------------

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

29,360,656                                          
--------------------------------------------------------------------------------

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES          |_|                                 

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

13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           

98%                                                 
--------------------------------------------------------------------------------

14        TYPE OF REPORTING PERSON                                      
CO                                                  
--------------------------------------------------------------------------------

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

CUSIP No. 515086106                                                             
--------------------------------------------------------------------------------

1        NAME OF REPORTING PERSON                                     
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
INLET ACQUISITION CORP.                             

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

     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) |_|

                                                                         (b) |_|
--------------------------------------------------------------------------------

3        SEC USE ONLY                                                 

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

4        SOURCE OF FUNDS                                              
AF                                                  
--------------------------------------------------------------------------------

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS          |_| 
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)              

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION                         

DELAWARE                                            
--------------------------------------------------------------------------------

7      SOLE VOTING POWER                

None                      

 NUMBER OF          ------------------------------------------------------------
SHARES                                                                      
BENEFICIALLY        8      SHARED VOTING POWER                                  
OWNED BY                                                                      
EACH                    29,360,656                                        
REPORTING          -----------------------------------------------------------
PERSON                                                                      
WITH             9      SOLE DISPOSITIVE POWER                            

None                      
                    ------------------------------------------------------------

10      SHARED DISPOSITIVE POWER        

29,360,656              
--------------------------------------------------------------------------------

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

29,360,656                                          
--------------------------------------------------------------------------------

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES          |_|                                 

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

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

98%                                                 
--------------------------------------------------------------------------------

14        TYPE OF REPORTING PERSON                                      
CO                                                  
--------------------------------------------------------------------------------

     This Amendment No. 5 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO (the "Statement"), originally filed       
with the Securities and Exchange Commission (the "Commission") on May 17,       
2002, as amended, by Inlet Acquisition Corp., a Delaware corporation (the       
"Purchaser"), and Sears, Roebuck and Co., a New York corporation ("Sears"),     
and the Schedule 13D filed with the Commission by the Purchaser and Sears       
on May 21, 2002 (the "Schedule 13D"). The Statement and the Schedule 13D        
relate to the Purchaser's offer to purchase all of the 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. The terms and conditions of the offer     
are described in the Offer to Purchase, dated May 17, 2002 (the "Offer to       
Purchase"), as amended, a copy of which was filed as Exhibit (a)(1)(A) to       
the Statement, and the related Letter of Transmittal and the instructions       
thereto, a copy of which was filed as Exhibit (a)(1)(B) to the Statement        
(which, as they may be amended or supplemented from time to time, together      
constitute the "Offer").                                                        

Items 4, 8 and 11 of the Statement and Item 5 of Schedule 13D.                  

Items 4, 8 and 11 of the Statement and Item 5 of Schedule 13D are hereby        
amended and supplemented to include the following:                              

The Offer expired at 12:00 midnight, New York City time, on 
Friday, June 14, 2002, and was not extended. Based on information provided      
by Mellon Investor Services LLC, the depositary for the Offer, 29,360,656       
Shares (including 2,543,068 Shares subject to guaranteed delivery),             
representing approximately 98% of the issued and outstanding Shares, were       
validly tendered pursuant to the Offer and not validly withdrawn. Purchaser     
has accepted for payment all Shares validly tendered and not withdrawn          
prior to the expiration of the Offer.                                           

    Pursuant to the terms of the Acquisition Agreement and Agreement
and Plan of Merger, dated as of May 12, 2002, among Sears, the Purchaser        
and the Company, Sears intends to cause the merger of the Purchaser with        
and into the Company (the "Merger"). Sears expects the Merger to be             
completed on June 17, 2002. Upon consummation of the Merger, each Share         
issued and outstanding immediately prior to the effective time of the           
Merger (other than Shares held by the Company as treasury stock, or owned       
by Sears, the Purchaser or Sears' other wholly owned subsidiaries, all of       
which will be cancelled and retired and will cease to exist, and other than     
Shares that are held by stockholders, if any, who properly exercise their       
dissenters' rights in accordance with Delaware law) will be cancelled and       
converted into the right to receive $62.00, net to the Seller in cash,          
without interest thereon, payable to the holder of such Share.                  

 On June 17, 2002, Sears issued a press release announcing the
results of the Offer. The full text of the press release is filed as            
Exhibit (a)(5)(I) and is incorporated by reference herein.                      

Item 12 of the Statement.                                                       

  Item 12 of the Statement is hereby amended and supplemented to
add the following exhibit:                                                      

(a)(5)(I) Press release issued by Sears on June 17, 2002.   

SIGNATURE     

   After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete      
and correct.                                                                    

                    SEARS, ROEBUCK AND CO.

                   By: /s/ Paul J. Liska
                                       -----------------------------------------
                   Name:   Paul J. Liska
                              Title:  Executive Vice President
                                         and Chief Financial Officer

                     INLET ACQUISITION CORP.

                           By:       /s/ W. Anthony Will
                                       -----------------------------------------
                      Name:    W. Anthony Will
                                   Title:   Vice President and Treasurer

Dated:  June 17, 2002                                                           

EXHIBIT INDEX TO THE STATEMENT    

Exhibit           Exhibit Name                                                  

(a)(5)(I) Press Release issued by Sears on June 17, 2002.                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-T/A’ Filing		Date		Other Filings
Filed on:		6/17/02		15-12B
		6/14/02
		5/21/02		3,  SC 13D
		5/17/02		8-K,  SC 14D9,  SC TO-T
		5/16/02		SC14D9C
		5/12/02		3
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