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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(D)(1) or 13(E)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
THE NORTH FACE, INC.
(Name of Subject Company)
SEQUOIA ACQUISITION, INC.
and
V.F. CORPORATION
(Offerors)
COMMON STOCK, PAR VALUE $0.0025 PER
SHARE
(Title of Class of Securities)
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659317101
(Cusip Number of Class of Securities)
Frank C. Pickard III
V.F. Corporation
628 Green Valley Road, Suite 500
Greensboro, NC 27408
Telephone: (336) 547-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
George R. Bason, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
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$25,514,458 $5,102
*Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 12,757,229 shares of common stock, par value
$0.0025 per share (the "Shares"), at a price per Share of $2.00 in cash. Such
number of Shares represents all of the Shares outstanding as of April 10, 2000.
**The filing fee, calculated in accordance with Rule 0-11 of the Securities and
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Value.
<PAGE>
[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: $5,102 Filing Party: VF Corporation and
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Form or Registration No.: Schedule TO Sequoia Acquisition, Inc.
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Date Filed: April 19, 2000
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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:
[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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<PAGE>
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities Exchange Commission on April 19, 2000, as
amended by Amendment No. 1 filed on May 8, 2000 (as amended, the "Schedule TO")
by Sequoia Acquisition, Inc., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of VF Corporation, a Pennsylvania corporation ("Parent"), to
purchase all outstanding shares of common stock, par value $0.0025 per share
(the "Shares"), of The North Face, Inc. (the "Company") for a price of $2.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 19, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2) , respectively, to the Schedule TO.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule TO.
ITEMS 1, 11 AND 12
(1) Items 1 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
"The Offer has been extended by Purchaser for five (5) business days,
until 5:00 p.m., New York City time, on Tuesday May 23, 2000. Purchaser has
waived all conditions to the Offer other than the condition that a majority of
the outstanding shares on a fully-diluted basis be validly tendered and not
withdrawn and the conditions set forth in paragraphs (a), (b) and (g) of
Section 16 of the Offer to Purchase."
(2) Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a) (8) Text of Press Release issued by Parent on May 17, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 is true, complete and
correct.
Dated: May 17, 2000
SEQUOIA ACQUISITION, INC.
By: /s/ Frank C. Pickard III
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Name: Frank C. Pickard III
Title: Vice President and Assistant Secretary
VF CORPORATION
By: /s/ Frank C. Pickard III
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Name: Frank C. Pickard III
Title: Vice President and Treasurer
<PAGE>
EXHIBIT LIST
Exhibit No.
(a) (8) Text of Press Release issued by Parent on May 17, 2000.
FOR IMMEDIATE RELEASE
VF CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR
THE NORTH FACE SHARES
GREENSBORO, NC, May 17, 2000 - VF Corporation (NYSE: VFC) announced today that
its subsidiary is extending its offer to purchase all of the outstanding shares
of The North Face, Inc. for $2.00 per share, net to the seller in cash, until
5:00 p.m., New York City time, Tuesday, May 23, 2000. The offer had previously
been scheduled to expire on May 16, 2000. In connection with this extension, VF
announced that it had waived all conditions to its subsidiary's tender offer
other than the condition that a majority of the outstanding shares of The North
Face on a fully-diluted basis be validly tendered and not withdrawn and the
conditions set forth in paragraphs (a), (b) and (g) of Section 16 of VF's
subsidiary's offer to purchase dated April 19, 2000. The terms of the extended
offer are otherwise identical to the original offer set forth in the offering
materials filed with the Securities and Exchange Commission on April 19, 2000,
as amended.
VF, through its subsidiary, is extending the offer as described above in order
to obtain 90% of all outstanding shares. Based on information provided by
American Stock Transfer & Trust Co., as the Depositary for the offer,
approximately 9,823,594 shares of The North Face have been validly tendered and
not properly withdrawn (including shares to be delivered pursuant to guaranteed
delivery procedures), representing approximately 77% of all outstanding shares.
Under the terms of the agreement and plan of merger dated as of April 7, 2000,
among VF, VF's subsidiary and The North Face, VF's subsidiary was permitted to
extend the offer for up to five business days if the number of shares validly
tendered and not properly withdrawn was less than 90% of all outstanding
shares.
This extension will avoid payment delays for stockholders of The North Face who
have not yet tendered their shares but wish to participate in VF's acquisition
of The North Face. If VF and its subsidiary acquire less than 90% of all
outstanding shares of The North Face, stockholders of The North Face not
tendering shares of The North Face will have to await consummation of the
merger of VF's subsidiary into The North Face, which is expected to take at
least three months, in order to receive payment.
VF CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR
THE NORTH FACE SHARES
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Headquartered in San Leandro, California, The North Face was founded in 1966.
Today, The North Face offers the most technically advanced products in the
market to accomplished climbers, mountaineers, extreme skiers and explorers.
The North Face products are sold in specialty mountaineering, backpacking and
skiing retailers, premium-sporting goods retailers and major outdoor specialty
retail chains. Additional information about The North Face can be found on the
The company's website, www.thenorthface.com
About VF Corporation
With $5.6 billion in sales, VF Corporation is the world's largest apparel
company and a leader in jeanswear, intimate apparel, workwear, knitwear,
playwear, daypacks and swimwear. Its principal brands include Lee, Wrangler,
Riders, Rustler, Vanity Fair, Vassarette, Bestform, Lily of France, Lee Sport,
Healthtex, Jantzen, JanSport and Red Kap. Its international intimate apparel
brands include Lou, Bolero, Variance, Carina, Belcor, Gemma, and Intima Cherry.
VF's press releases, annual report and other information can be
accessed through the Company's home page on the World Wide Web,
http://www.vfc.com.
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