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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. 3)
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. [X]
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<PAGE>
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3, the final amendment, 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 and Amendment No. 2 filed on May 17, 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, 8, 11 AND 12
(1) Items 1, 8, 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 expired at 5:00 p.m., New York City time, on Tuesday, May
23, 2000. Pursuant to the Offer, based upon a report from the Depositary for
the Offer, Purchaser accepted for payment 10,459,977 Shares, representing 81.9%
of the outstanding Shares. On May 24, 2000, Parent issued a press release
announcing the closing of the tender offer and that it expects to complete the
Merger of Purchaser into the Company upon completion of the requisite corporate
procedures.
The full text of the May 24, 2000, press release is attached as
Exhibit (a) (9) hereto and is incorporated herein by reference.
(2) Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a) (9) Text of Press Release issued by Parent on May 24, 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. 3 is true, complete and
correct.
Dated: May 24, 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
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EXHIBIT INDEX
Exhibit No.
(a)(9) Text of Press Release issued by Parent on May 24, 2000.
VF COMPLETES ACQUISITION OF THE NORTH FACE, INC.
GREENSBORO, NC, May 24, 2000 - VF Corporation (NYSE:VFC) announced today that
its subsidiary has accepted for payment at a price of $2.00 per share, net to
the seller in cash, all shares of common stock of The North Face, Inc. validly
tendered and not properly withdrawn in VF's tender offer through its
subsidiary. VF announced the plans for the acquisition on April 7, 2000. As of
5:00 p.m., New York City time, on May 23, approximately 10,460,000 shares of
common stock of The North Face had been tendered in the tender offer, which
represents approximately 82% of The North Face's total outstanding common
stock.
VF intends to proceed promptly to effect the previously announced proposed
merger of its subsidiary with and into The North Face. VF will acquire the
remaining The North Face shares through a merger under Delaware law, which is
expected to be completed in the next several months. In connection with the
merger, The North Face stockholders who did not tender their shares in the
tender offer will receive $2.00 per share, net to the stockholder in cash, on
the same basis as the tender offer. The North Face stockholders who did not
tender their shares in the tender offer will shortly be receiving material in
connection with the merger.
Mackey McDonald, chairman and CEO of VF, said, "We are delighted to officially
welcome The North Face to VF. The North Face acquisition enhances VF's position
in upper tier channels of retail distribution and gives VF greater access to
new consumer segments in the outdoor apparel and gear markets. VF intends to
continue The North Face's tradition of providing innovative, highly technical
products for outdoor enthusiasts."
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 its
website, http://www.thenorthface.com.
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 Corporation'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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