SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Avery Dennison Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
HiMEDS Units, in the form of Corporate HiMEDS Units, stated amount of $50.00 per unit
(Title of Class of Securities)
053611307
(CUSIP Number of Class of Securities)
Susan C. Miller, Esq.
Senior Vice President, General Counsel and Secretary
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
(626) 304-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Copies to:
J. Scott Hodgkins, Esq.
Wesley C. Holmes, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
(213) 485-1234
CALCULATION OF FILING FEE
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| Transaction Valuation* |
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Amount of Filing Fee* |
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N/A |
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Pursuant to General Instruction D to
Schedule TO, no filing fee is required for
pre-commencement communications. |
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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. |
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable. |
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable. |
ž Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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o |
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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o |
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Going-private transaction subject to Rule 13e-3. |
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Amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender
offer: o |
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
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Rule 13e-4(i) (Cross-Border Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTION
This Tender Offer Statement on Schedule TO relates to the pre-commencement communications of
an offer by Avery Dennison Corporation, a Delaware corporation (“Avery Dennison”), to
exchange its 7.875% HiMEDS Units in the form of Corporate
HiMEDS Units, $440 million aggregated stated amount, for shares of Avery Dennison common stock and
other consideration, as set forth in the press release attached as Exhibit (a)(5). This Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as
amended.
Avery Dennison has not commenced the exchange offer that is referred to in this communication.
Upon commencement of such exchange offer, Avery Dennison will file with the Securities and Exchange
Commission a Schedule TO and related exhibits, including an offer to exchange and related
documents. Holders of HiMEDS Units may obtain documents Avery Dennison files with the Security and
Exchange Commission, including the Schedule TO and related exhibits, free from
the Securities and Exchange Commission’s Electronic Document Gathering and Retrieval System, which
may be accessed at
www.sec.gov, and the investor relations section of Avery Dennison’s website,
which may be accessed at
www.investors.averydennison.com.
ITEM 12: Exhibits
Pursuant to General Instruction D to Schedule TO, no signature is required for the filing of
pre-commencement communications.
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