SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 4)
(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** |
| $235,334,000
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$9,248.63 |
* This valuation assumes the exchange of
8,360,000 Corporate HiMEDS Units of Avery
Dennison Corporation (“Avery Dennison”), stated
amount $50.00 per unit, for cash and shares of
common stock of Avery Dennison, par value $1.00
per share. Estimated for purposes of calculating
the amount of the filing fee only, this amount is
based on the average of the high and low prices
of Avery Dennison Corporate HiMEDS Units of
$28.15 as of February 2, 2009, as reported
on the New York Stock Exchange.
** The amount of the filing fee was calculated
in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, at a rate of
$39.30 per $1,000,000 of the transaction value.
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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: $9,248.63
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Filing Party: Avery Dennison Corporation |
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Form or Registration No.: Schedule TO
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Date Filed: February 3, 2008 |
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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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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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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: þ |
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) |
TABLE OF CONTENTS
This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Issuer Tender Offer
Statement on Schedule TO originally filed on February 3, 2009, as amended by Amendment No. 1 filed
on February 12, 2009, Amendment No. 2 filed on February 25, 2009 and Amendment No. 3 filed on March
4, 2009 (the “Schedule TO”), by Avery Dennison Corporation, a Delaware corporation (“Avery
Dennison” or the “Company”), pursuant to Section 13(e)-4 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), in connection with an offer by Avery Dennison to exchange up to
8,360,000, or 95%, of its HiMEDS Units, stated amount $50.00 per unit (the “HiMEDS Units”), in the
form of Corporate HiMEDS Units (the “Corporate HiMEDS Units”), comprised of (i) a purchase contract
obligating the holder to purchase from Avery Dennison shares of Avery Dennison’s common stock, par
value $1.00 per share (the “common stock”) and (ii) a 1/20 or 5.0% undivided beneficial interest in
a $1,000 aggregate principal amount 5.350% senior note due November 15, 2020 (the “HiMEDS senior
notes”), for 0.9756 shares of common stock and $6.50 in cash (which includes the accrued and unpaid
contract adjustment payments with respect to the purchase contracts and the accrued and unpaid
interest with respect to the HiMEDS senior notes) per Corporate HiMEDS Unit (the “offer
consideration”). The offer was made upon the terms and subject to the conditions described in the
offer to exchange, dated February 3, 2009 (the “offer to exchange”), and the related letter of
transmittal, previously filed as exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule
TO.
This Amendment No. 4 is filed to satisfy the reporting requirements of Rule 13e-4(c)(4)
promulgated under the Securities Exchange Act of 1934, as amended.
The Schedule TO is amended by the information contained in this Amendment No. 4. Only those
items amended are reported herein. Except as specifically provided herein, this Amendment No. 4
does not modify any of the information previously reported on the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended by the following:
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(c) |
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The offer to exchange expired at 12:01 a.m., New York City time, on March
4, 2009 (the “expiration date”). On March 4, 2009, the Company announced that it
accepted for exchange all Corporate HiMEDS Units that had been validly tendered and
not withdrawn as of the expiration date, which included an aggregate of 6,612,978
Corporate HiMEDS Units, or 75.15% of the outstanding Corporate HiMEDS Units. On
March 10, 2009, the settlement date, the Company issued and delivered to tendering
holders an aggregate of 6,451,588 shares of Avery Dennison’s common stock and an
aggregate of $42,984,963 in cash. |
Item 12. Exhibits.
Previously filed.
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