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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION
14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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SUNGLASS HUT INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
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LUXOTTICA GROUP S.P.A.
LUXOTTICA S.P.A.
SHADE ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
86736F106
(CUSIP Number of Class of Securities)
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ROBERTO CHEMELLO
LUXOTTICA GROUP S.P.A.
PIAZZALE LOTTO, 2
MILAN 20148 ITALY
(39) 02-499-841
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
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COPIES TO:
JONATHAN GOLDSTEIN, ESQ. BRUCE E. MACDONOUGH, ESQ.
DANIEL A. NINIVAGGI, ESQ. BRIAN H. BLANEY, ESQ.
WINSTON & STRAWN GREENBERG TRAURIG, LLP
200 PARK AVENUE ONE EAST CAMELBACK ROAD, SUITE 1100
NEW YORK, NEW YORK 10166 PHOENIX, ARIZONA 85012
(212) 294-6700 (602) 263-2300
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$518,416,907 $103,684
* For purposes of calculating the filing fee, the transaction value was
calculated on the basis of (i) 40,136,132 shares of common stock of Sunglass
Hut International, Inc. (the "Common Stock"), (ii) 4,943,599 shares subject
to options and warrants to purchase Common Stock, which, for purposes of
calculating this fee, are all assumed to be exercisable and (iii) the tender
offer price of $11.50 per share. Based on the foregoing, the transaction
value is equal to the product of 45,079,731 shares and $11.50 per share. The
amount of the filing fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/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.
Amount Previously Paid: $96,199.
Form or Registration No.: Schedule TO (File No. 005-43307).
Filing Parties: Luxottica Group S.p.A., Luxottica S.p.A. and Shade
Acquisition Corp.
Date Filed: March 5, 2001.
/ / 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.
/ / 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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Luxottica Group S.p.A., Luxottica S.p.A. and Shade Acquisition Corp. hereby
amend and supplement their Tender Offer Statement on Schedule TO, filed on
March 5, 2001 (the "Schedule TO"), with respect to Shade Acquisition Corp.'s
Offer for all of the issued and outstanding shares of common stock of Sunglass
Hut International, Inc., as set forth in this Amendment No. 1. Unless otherwise
indicated, all capitalized terms used but not otherwise defined herein shall
have the meanings given to such terms in the Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1-9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended as follows:
(1) The first sentence of the second paragraph of the section of the Offer
to Purchase entitled "Acceptance for Payment and Payment for Shares" is hereby
amended and restated in its entirety as follows:
"Subject to the Merger Agreement and compliance with Rule 14e-1(c) under
the Exchange Act, Purchaser expressly reserves the right to delay payment
for Shares in anticipation of governmental regulatory approvals."
(2) The last paragraph of the section of the Offer to Purchase entitled
"Acceptance for Payment and Payment for Shares" is hereby deleted in its
entirety.
(3) The fourth sentence in the third paragraph of section of the Offer to
Purchase entitled "Certain Information Concerning the Company--Certain Projected
Financial Data for the Company" is hereby amended and restated in its entirety
as follows:
"The inclusion of the Projections herein should not be regarded as an
indication that any of Parent, Purchaser, their financial advisor or the
Company's financial advisor assume any responsibility for the validity,
reasonableness, accuracy or completeness of the Projections."
(4) The lead-in to the first paragraph of the section of the Offer to
Purchase entitled "Certain Conditions to the Offer" is hereby amended and
restated in its entirety as follows:
"Notwithstanding any other provisions of the Offer, the Merger Agreement
provides that Purchaser shall not be required to accept for payment or pay
for any tendered Shares and, subject to the terms of the Merger Agreement,
may delay the acceptance for payment of any tendered Shares, (A) unless (i)
there shall have been validly tendered and not withdrawn prior to the
expiration date for the Offer that number of Shares which represent at least
a majority of the outstanding Shares on a fully diluted basis, after giving
effect to the exercise or conversion of all options, warrants, rights and
securities outstanding exercisable or convertible into voting securities, on
the date of purchase (the "Minimum Condition"), (ii) any applicable waiting
periods under the HSR Act shall have expired or been terminated (the "HSR
Condition"), (iii) all consents of, or notices to, governmental entities
necessary for the consummation of the Offer and the other transactions
contemplated by the Merger Agreement shall have been obtained or made, other
than those which, if not obtained or made, would not in the aggregate
reasonably be expected to have a Material Adverse Effect on the Company or
(B) if at any time on or after February 22, 2001 and prior to the expiration
of the Offer, any of the following events (each, an "Event") shall have
occurred and be continuing:"
(5) The last paragraph of the section of the Offer to Purchase entitled
"Certain Conditions of the Offer" is hereby amended and restated in its entirety
as follows:
"The foregoing Tender Offer Conditions are for the sole benefit of
Parent and Purchaser. Parent or Purchaser may assert the failure of any of
the Tender Offer Conditions regardless of the circumstances (other than
circumstances arising solely by any action or inaction by Parent or
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Purchaser) giving rise to any such failure. The Company shall not assert the
failure of, or waive, any such condition without the prior written consent
of Parent and Purchaser, and if Parent or Purchaser elects to waive any such
condition to the Offer (which Parent or Purchaser may do in whole or in part
at any time and from time to time prior to the expiration of the Offer), the
Company shall cooperate and comply with such election. The failure by Parent
or Purchaser at any time to exercise any of the foregoing rights shall not
be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time prior
to the expiration of the Offer. All conditions to the Offer, other than
those involving receipt of necessary governmental approvals, must be
satisfied or waived prior to the expiration of the Offer."
(6) The information set forth in the financing offer letter, dated
March 12, 2001, from Banca Intesa SpA to Luxottica Group S.p.A., a copy of which
is attached hereto as Exhibit (b)(1), is incorporated herein by reference with
respect to Items 7 and 11 of this Schedule TO.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by the
addition of the following exhibit hereto:
(b)(1) Financing offer letter, dated March 12, 2001, from Banca
Intesa SpA to Luxottica Group S.p.A.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LUXOTTICA GROUP S.P.A.
By: /s/ LEONARDO DEL VECCHIO
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Leonardo Del Vecchio
Title: Chairman of the Board of Directors
Dated: March 21, 2001
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SHADE ACQUISITION CORP.
By: /s/ ROBERTO CHEMELLO
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Roberto Chemello
Title: Chief Executive Officer and
Director
Dated: March 21, 2001
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LUXOTTICA S.P.A.
By: /s/ ROBERTO CHEMELLO
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Roberto Chemello
Title: Chief Executive Officer
Dated: March 21, 2001
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT NAME
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(b)(1) Financing offer letter, dated March 12, 2001, from Banca
Intesa SpA to Luxottica Group S.p.A.