UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
LITTLE SWITZERLAND, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
TSAC CORP.
TIFFANY & CO.
TIFFANY & CO. INTERNATIONAL
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
537528-10-1
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICK B. DORSEY
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TIFFANY & CO.
600 MADISON AVENUE
NEW YORK, NY 10022
(212) 230-5320
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
COPY TO:
STEVEN R. FINLEY
GIBSON, DUNN & CRUTCHER LLP
200 PARK AVENUE
NEW YORK, NY 10166
(212) 351-4000
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$26,143,709(1) $2,405.22(2)
(1) The transaction value is estimated for purposes of calculating the filing
fee only. This calculation assumes the purchase of 10,893,212 shares of
common stock, par value $.01 per share (the "Shares"), of Little
Switzerland, Inc., at a purchase price of $2.40 per Share, net to the
seller in cash. Such number of Shares is based on information received
from Little Switzerland, Inc. and assumes (i) 9,311,972 Shares outstanding
(excluding Shares already held by Tiffany International) as of August 14,
2002 and (ii) the exercise of up to 1,524,500 options to purchase Shares
and 56,740 warrants, on or prior to the expected consummation of the
tender offer.
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
8 of 2002 issued by the Securities and Exchange Commission on January 16,
2002.
[X] Check 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: $2,405.22 FILING PARTY: TSAC CORP.
TIFFANY & CO.
TIFFANY & CO. INTERNATIONAL
FORM OR REGISTRATION NO.: SCHEDULE TO-T DATE FILED: AUGUST 15, 2002
[ ] 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
[X] going-private transaction subject to Rule 13e-3
[X] 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]
CUSIP No. 537528-10-1
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Tiffany & Co. International
S.S. Or I.R.S. Identification Nos. of above persons (entities only).
IRS Identification No. 06-112-1421
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
17,947,576
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
17,947,576
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,947,576
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Tiffany & Co.
S.S. Or I.R.S. Identification Nos. of above persons (entities only).
IRS Identification No. 13-322-8013
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
17,947,576
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
17,947,576
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,947,576
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
TSAC Corp.
S.S. Or I.R.S. Identification Nos. of above persons (entities only).
IRS Identification No. 30-0088950
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
10,537,576
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
10,537,576
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,537,576
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This final Amendment No. 9 amends and supplements the Tender Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed with the
Securities and Exchange Commission on August 15, 2002 (as amended and
supplemented, the "Schedule TO") by Tiffany & Co., a Delaware corporation
("Tiffany"), Tiffany International, a Delaware corporation and wholly-owned
subsidiary of Tiffany ("International"), and TSAC Corp., a Delaware corporation
and a wholly-owned subsidiary of International ("Purchaser"). This Schedule TO
relates to the offer by Purchaser to purchase all the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Little Switzerland,
Inc., a Delaware corporation, at $2.40 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated August 15, 2002 (as amended and supplemented, the "Offer to Purchase"),
and the related Letter of Transmittal. Copies of the Offer to Purchase and
Letter of Transmittal were attached as Exhibits (a)(1)(i) and (a)(1)(ii),
respectively, to the Schedule TO filed with the Securities and Exchange
Commission on August 15, 2002.
Except as otherwise set forth below, the information set forth in the
Offer to Purchase, including all schedules thereto, is hereby expressly
incorporated herein by reference in response to all items of this Schedule TO,
including, without limitation, all of the information required by Schedule 13E-3
that is not included or covered by the items in Schedule TO. Capitalized terms
used but not otherwise defined have the respective meanings ascribed to them in
the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of Schedule TO is hereby supplemented by including the following:
Item 11 of Schedule TO is hereby supplemented by including the
following:
On October 28, 2002, Tiffany issued a press release announcing that
the subsequent offer period expired at 5:00 p.m. New York City time on Friday,
October 25, 2002. During the subsequent offer period, the Purchaser accepted for
payment a total of 4,112,124 Shares on a rolling basis as they were tendered
which, when added to 4,456,760 Shares that were acquired by Purchaser on October
8, 2002 upon the expiration of the initial offer and extended withdrawal
periods, 7,410,000 Shares owned by Tiffany and its affiliates pursuant to a
previous transaction and 1,968,692 Shares purchased on October 8, 2002 from the
Holtzmans pursuant to the Stock Purchase Agreement, represent approximately 98%
of the Shares outstanding as of October 25, 2002.
Additionally, Tiffany & Co. announced that during the 20-day period
expiring November 14, 2002, the holders of options to purchase Shares will have
the opportunity to exercise their options in accordance with the terms of their
option plans. Following that option exercise period, Purchaser intends to merge
with and into Little Switzerland through a short-form merger pursuant to
Section 253 of the General Corporation Law of the State of Delaware. Under the
short-form merger procedure, the Shares not owned by Purchaser will, subject to
the right of the holders of such Shares to seek appraisal pursuant to Section
262 of the General Corporation Law of the State of Delaware, be converted into
the right to receive the same consideration paid in the Offer. The merger is
not subject to the approval of the holders of the remaining Shares and will be
completed promptly upon expiration of the 20-day option exercise period. Upon
completion of the short-form merger, Little Switzerland will become a direct
wholly-owned subsidiary of International and an indirect wholly-owned
subsidiary of Tiffany.
Additionally, Tiffany & Co. announced that as soon as the
requirements for de-registration under the Securities Exchange Act of 1934 (the
"Exchange Act") are met, Tiffany intends to cause Little Switzerland to file a
Form 15 with the SEC to terminate its registration under the Exchange Act, at
which point Little Switzerland's Common Stock will be delisted from the OTC
Bulletin Board and Little Switzerland will cease to file periodic reports under
the Exchange Act.
The full text of Tiffany's October 28, 2002 press release is
attached hereto as Exhibit (a)(1)(xiv).
ITEM 12. EXHIBITS
Item 12 of Schedule TO is hereby supplemented by including the following:
6
(a)(1)(xiv) Text of Press Release issued by Tiffany on October 28,
2002.
7
SIGNATURES
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.
TIFFANY & CO.
By: /s/ PATRICK B. DORSEY
----------------------------
Name: Patrick B. Dorsey
Title: Senior Vice President,
Secretary and General Counsel
TIFFANY & CO. INTERNATIONAL
By: /s/ PATRICK B. DORSEY
----------------------------
Name: Patrick B. Dorsey
Title: Vice President and
Secretary
TSAC CORP.
By: /s/ PATRICK B. DORSEY
----------------------------
Name: Patrick B. Dorsey
Title: Secretary and Treasurer
Dated: October 28, 2002
8