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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. 1)
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**
----------------------- ----------------------
$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
Form or Registration No.: Schedule TO Sequoia Acquisition, Inc.
Date Filed: April 19, 2000
|_| 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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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities Exchange Commission on April 19, 2000 (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 THROUGH 9, 11 AND 12.
Items 1 through 9, 11 and 12 of Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
(1) The second sentence of the second paragraph of Section 8 of the Offer
to Purchase is amended to read in its entirety as follows:
"Neither Parent nor Parent's financial advisor assumes any responsibility
for the accuracy of these projections."
(2) Section 10 of the Offer to Purchase is amended and supplemented by
adding the following sentence after the last sentence of the last paragraph:
"No alternate financing plan currently exists."
(3) The last paragraph of Section 16 of the Offer to Purchase is amended
to read in its entirety as follows:
"The foregoing conditions are for the sole benefit of Parent and
Purchaser and may be asserted by Parent or Purchaser regardless of the
circumstances giving rise to any such condition in whole or in part at any time
and from time to time and may be waived by Parent or Purchaser in whole or in
part at any time and from time to time prior to the Expiration Date in the sole
discretion of Parent or Purchaser, subject in each case to the terms of the
Merger Agreement. 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 or
from time to time.
(4) Section 15 of the Offer to Purchase is amended and supplemented by
adding the following paragraph after the second paragraph:
"Parent filed a Premerger Notification and Report Form with the
Antitrust Division and the FTC in connection with the purchase of Shares in the
Offer and the Merger on April 27, 2000 and the required waiting period with
respect to the Offer and the Merger will expire at 11:59 p.m., New York City
time on May 12, 2000, unless terminated earlier by the FTC or the Antitrust
Division or Parent receives a request for additional information or documentary
material prior to that time.
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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. 1 is true, complete and
correct.
Dated: May 8, 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
