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
(FINAL AMENDMENT)
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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: |X|
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This Final Amendment to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO, as previously amended, originally filed by
Designs, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "SEC") on November 15, 2000. This Schedule TO relates
to the tender offer by the Company to purchase shares of its common stock, par
value $0.01 per share, 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.
The offer, as extended, expired at 5:00 p.m., Eastern time, on Friday,
December 22, 2000. On December 28, 2000, the Company was advised by the
depositary for the offer, that the depositary's final count indicated that a
total of 1,758,019 shares of common stock were properly tendered at $2.50 per
share, in excess of the 1,500,000 shares the Company had offered to purchase. As
permitted by applicable SEC regulations, as set forth in the offer to purchase,
the Company determined to purchase an additional 258,019 shares in the offer.
Accordingly, the Company has purchased all of the 1,758,019 shares which were
tendered at $2.50 per share. The remainder of the total of approximately
3,652,784 shares tendered will not be purchased. The shares purchased constitute
approximately 11% of the total number of shares outstanding prior to the offer.
Item 12. Exhibits.
Item 12 is amended by adding the following exhibit:
99.1 Press Release of Designs, Inc. dated December 28, 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 29, 2000
DESIGNS, INC.
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 RESULTS OF DUTCH AUCTION TENDER OFFER
(NEEDHAM, MA, December 28, 2000) -- Designs, Inc. (NASDAQ/NMS: "DESI"), operator
of Levi's(R) and Dockers(R) Outlet By Designs stores, today announced the
results of its "Dutch Auction" tender offer, which expired at 5:00pm EST on
December 22, 2000. The "Dutch Auction" tender offer commenced on November 15,
2000, as supplemented on December 18, 2000 and was for up to 1.5 million shares
of the Company's Common Stock, while reserving the option to purchase up to an
additional 1 million shares, at a price between $2.50 and $3.00 per share.
Based on the final count by the depositary for the tender offer, 1,758,019
shares of common stock were properly tendered at $2.50 per share, and not
withdrawn. This is in excess of the 1,500,000 shares the Company had offered to
purchase. As permitted by applicable SEC regulations, as set forth in the offer
to purchase, the Company has determined to purchase an additional 258,019 shares
in the offer. Accordingly, the Company will purchase all of the 1,758,019 shares
which were tendered at $2.50 per share. The remainder of the total of
approximately 3,652,784 shares tendered will not be purchased.
The settlement date for these tendered shares is Thursday, December 28, 2000.
Designs will promptly pay after final confirmation for those shares validly
tendered, accepted and properly delivered promptly.
Designs Inc. currently has approximately 15.8 million shares issued and
outstanding. The Company expects to have approximately 14.1 million shares
outstanding immediately following payment for the tendered shares. D.F. King
and Co., Inc. acted as Information Agent in the tender offer.
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 forwarding-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 105 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.