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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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DESIGNS, INC.
(Name of Subject Company (Issuer))
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DESIGNS, INC. (Offeror/Issuer)
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
25057L10
(CUSIP Number of Class of Securities)
Dennis Hernreich
c/o Designs, Inc.
66 B Street
Needham, Massachusetts 02494
(781) 444-7222
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copy to:
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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|_| 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:
|_| third-party tender offer subject to Rule 14d-1.
|X| 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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This Amendment No. 2 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO originally filed by Designs, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"SEC") on November 15, 2000. This Amendment No. 2 to Schedule TO relates to the
tender offer by the Company to purchase up to 1,500,000 shares of its common
stock, par value $0.01 per share, or such lesser number of shares as are
properly tendered and not properly withdrawn, at a price not greater than $3.00
nor less than $2.50 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated November 14,
2000 and the related Letter of Transmittal, which, as amended or supplemented
from time to time, constitute the offer. Except as amended and supplemented
hereby, the Schedule TO filed by the Company on November 15, 2000 remains in
effect.
Item 12. Exhibits.
Item 12 is amended by adding the following exhibits:
99.1 Press Release of Designs, Inc. dated December 18, 2000
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 2000
By: /s/ DENNIS HERNREICH
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Name: Dennis Hernreich
Title: Senior Vice President and
Chief Financial Officer
FOR IMMEDIATE RELEASE
For Information, Contact:
Seymour Holtzman, Chairman of the Board
Jeff Unger, Investor Relations
Designs, Inc.
(781) 444-7222
RJ Falkner & Company, Inc.
Investor Relations Counsel
(800) 377-9893
info@rjfalkner.com
DESIGNS, INC. ANNOUNCES FILING OF SUPPLEMENT TO DUTCH AUCTION TENDER OFFER
(Needham, MA, December 18, 2000) -- Designs, Inc. (NASDAQ/NMS: DESI), operator
of Levi's(R) and Dockers(R) Outlet By Designs stores, today announced the filing
of a supplement to its Offer to Purchase dated November 14, 2000 as attached
hereto and filed with the Securities and Exchange Commission (SEC), which, among
other things, discusses the previously announced increase of the minimum price
offered in the Company's pending Dutch Auction tender offer from $2.20 to $2.50,
the extension of the expiration date for its offer to 5:00 p.m., EST, on Friday,
December 22, 2000, and the clarification or elimination of certain conditions to
the tender offer.
Shareholders who have not tendered shares in the tender offer may do
so before 5:00 p.m., EST, on Friday, December 22, 2000 by following the
procedures for tendering shares contained in the tender offer materials, as
supplemented.
Designs, Inc. was advised by Equiserve Trust Company, the Depositary
for the offer, that, as of December 15, 2000, a total of 3,472,996 shares were
tendered in the offer. This includes 50,250 shares, tendered through notices of
guaranteed delivery, which have not yet been received by the Depositary.
The terms of the offer are set forth in the Company's Offer to
Purchase dated November 14, 2000, as supplemented by a Supplement dated December
18, 2000. Under the terms of the offer, the Company will select the lowest
single per-share purchase price that will allow it to buy 1,500,000 shares of
its common stock validly tendered and not withdrawn prior to the expiration date
at prices between $2.50 and $3.00 per share, in ten cent ($0.10) increments.
Under applicable SEC regulations, up to an additional 315,639 shares, or 2% of
the outstanding shares, may be purchased without further amending or extending
the offer.
The Company does not intend to otherwise exercise its right to
purchase up to an additional 1 million shares under the tender offer.
If the tender offer is over-subscribed, Designs, Inc. will purchase
first from shareholders owning fewer than 100 shares and tendering all such
shares at or below the purchase price determined by the Company and then from
other shareholders tendering at or below such purchase price on a pro rata
basis, as described in the Offer to Purchase.
Any shareholder who requires tender offer materials may contact D.F.
King and Co., the Information Agent for the offer, at the address and telephone
number indicated below.
Neither Designs, Inc. nor its Board of Directors is making any
recommendation to shareholders as to whether to tender or refrain from tendering
their shares or as to the purchase price on any tender.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF DESIGNS, INC.'S COMMON
STOCK. THE SOLICITATION OF OFFERS TO BUY DESIGNS, INC. COMMON STOCK WILL ONLY BE
MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS DISTRIBUTED TO
SHAREHOLDERS BY DESIGNS, INC. SHAREHOLDERS SHOULD CAREFULLY READ THOSE MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND
CONDITIONS OF THE OFFER. SHAREHOLDERS CAN OBTAIN COPIES OF THE OFFER TO
PURCHASE, RELATED MATERIALS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION THROUGH THE COMMISSION'S WEB SITE AT http://www.sec.gov
WITHOUT CHARGE. SHAREHOLDERS CAN ALSO OBTAIN COPIES OF THE OFFER TO PURCHASE AND
RELATED MATERIALS, WITHOUT CHARGE, FROM DESIGNS, INC. BY ORAL OR WRITTEN REQUEST
TO: DESIGNS, INC. ATTENTION: DENNIS HERNREICH, SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, 66 B STREET, NEEDHAM, MASSACHUSETTS, 02494, OR FROM THE
COMPANY'S INFORMATION AGENT, D.F. KING AND CO., INC., AT 77 WATER STREET, NEW
YORK, N.Y. 10005, TELEPHONE 800-758-5880.
The discussion of forward-looking information requires management of the Company
to make certain estimates and assumptions regarding the Company's strategic
direction and the effect of such plans on the Company's financial results. The
Company's actual results and the implementation of its plans and operations may
differ materially from forward-looking statements made by the Company. The
Company encourages readers of forward-looking information concerning the Company
to refer to its prior filings with the Securities and Exchange Commission that
set forth certain risks and uncertainties that may have an impact on future
results and direction of the Company.
Designs, Inc. operates 107 Levi's(R)Outlet by Designs and Dockers(R)Outlet by
Designs stores. These stores are located in outlet parks and malls throughout
the eastern United States and Puerto Rico.
Supplement dated December 18, 2000
to
OFFER TO PURCHASE FOR CASH
by
DESIGNS, INC.
of
Up to 1,500,000 Shares of Its Common Stock
At a Purchase Price Not Greater Than $3.00 Nor Less
Than an Increased Minimum of $2.50 Per Share
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
Designs, Inc., a Delaware corporation (the "Company"), hereby
supplements and amends its offer to purchase shares of its common stock, par
value $0.01 per share, at a price not greater than $3.00 nor less than an
increased minimum of $2.50 per share in cash, as specified by tendering
stockholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 14, 2000, as supplemented by this Supplement,
and the related Letter of Transmittal (which, as amended from time to time,
together constitute the "offer").
The Company will, upon the terms and subject to the conditions of the
offer, determine a single per share price (not greater than $3.00 nor less than
$2.50 per share), net to the seller in cash (the "Purchase Price"), that it will
pay for shares validly tendered and not withdrawn pursuant to the offer, taking
into account the number of shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,500,000 shares of its common stock validly tendered and
not withdrawn pursuant to the offer (or such lesser number of shares as are
validly tendered at prices not greater than $3.00 nor less than $2.50 per share,
or were validly tendered prior to the date hereof at prices below $2.50 but not
less than $2.20 per share). The Company will pay the Purchase Price for all
shares validly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the offer, including
the terms thereof relating to proration and conditional tenders. Under
applicable regulations of the Securities and Exchange Commission (the "SEC"), up
to an additional 315,639 shares, or 2% of the outstanding shares, may be
purchased without amending or extending the offer. Shares tendered at prices in
excess of the Purchase Price and shares not purchased because of proration or
conditional tenders will be returned.
The Company was advised by Equiserve Trust Company, the Depositary
for the offer, that, as of December 15, 2000, a total of 3,472,996 shares were
tendered in the offer. This includes 50,250 shares, tendered through notices of
guaranteed delivery, which had not yet been received by the Depositary. Any
stockholder who requires tender offer materials may contact D.F. King and Co.,
the Information Agent for the offer, at the address and telephone number
indicated below.
Procedures for tendering shares are set forth in Section 3 of the
Offer to Purchase. Tendering stockholders may continue to use the Letter of
Transmittal which was previously circulated. While that Letter of Transmittal
indicates that the Company is offering to pay $2.20
to $3.00 per share, stockholders using that Letter of Transmittal will
nevertheless be subject to the increased minimum of $2.50 per share.
As the Company announced on December 12, 2000, it has entered into a
definitive agreement with Fleet Retail Finance Inc. which, among other things,
completes the anticipated definitive documentation of the agreement in principle
referred to under "Source and Amount of Funds" and elsewhere in the Offer to
Purchase. The amendment, among other things, confirmed the Company's ability to
use funds for the purchase of its stock, including pursuant to the offer.
Condition (4) under "Certain Conditions of the Offer" in the Offer to
Purchase is clarified as follows:
"(4) any change shall occur or be threatened in
the business, condition (financial or otherwise), income,
operations or prospects of Designs, Inc. and its
subsidiaries, taken as a whole, other than voluntary action
by Designs, Inc., which in the reasonable judgment of
Designs, Inc. is or may be material to the consummation of
the offer or otherwise material to Designs, Inc. and its
subsidiaries, taken as a whole; or"
The offer is subject to reasonable satisfaction of the
stated conditions, and the Company is limited to reasonable discretion in
determining whether any condition has been satisfied. Conditions (1) and (3)
under "Certain Conditions of the Offer" in the Offer to Purchase are clarified
to refer, in each case, to "the reasonable judgment of Designs, Inc." rather
than "the sole judgment of Designs, Inc." as the relevant standard. All offer
conditions, other than necessary government approvals, must be satisfied or
waived prior to the expiration of the offer. The Company will not assert any
conditions to the offer after expiration. For purposes of Condition (3), the
Company would consider a decrease of more than 20% in the market price of the
Company's shares to be a "significant decrease".
For additional information regarding the Company's bank financing,
reference is made to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 28, 2000, filed with the SEC on December 12, 2000, and to
the text of the Second Amended and Restated Loan and Security Agreement filed as
Exhibit 10.12 to that Form 10-Q, as well as to Amendment No. 1 to the Company's
Tender Offer Statement on Schedule TO filed with the SEC on December 18, 2000,
all of which are incorporated by reference herein.
The Company has also filed with the SEC an Amendment No. 1 to Tender
Offer Statement on Schedule TO dated December 18, 2000 which includes additional
information with respect to the offer, which is incorporated by reference
herein. Such amendment, together with the Schedule TO and any future amendments
thereto (if any), as well as reports, proxy statements and other information
regarding the Company, are available through the SEC's web site at
http://www.sec.gov, and may also be obtained as described under "Where You Can
Find More Information" in the Offer to Purchase.
Except as otherwise set forth in this Supplement, the terms and
conditions set forth in the Offer to Purchase and the Letter of Transmittal are
applicable in all respects to the offer.
The information set forth herein should be read in conjunction with the Offer to
Purchase, and unless the context requires otherwise, terms not defined herein
which are defined in the Offer to Purchase have the meanings ascribed to them in
the Offer to Purchase.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 755-7520