SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO/A
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
Payless ShoeSource, Inc.
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(Name of Issuer)
Payless ShoeSource, Inc. (Issuer)
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(Name of Filing Person (Identifying Status as Offeror, Issuer or
Other Person))
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
704379106
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(CUSIP Number of Class of Securities)
William J. Rainey, Esq.
Payless ShoeSource, Inc.
3231 South East Sixth Street, Topeka , Kansas 66607-2207
Telephone: (785) 233-5171
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing
Persons)
Copy to:
Edward D. Herlihy, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$400,000,010 $80,000
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* Calculated solely for the purpose of determining the amount of the filing fee,
based upon the purchase of 7,547,170 shares of common stock, par value $.01 per
share, at the maximum tender offer price of $53.00 per share.
** Previously paid.
<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: $80,000
Form or Registration No.: Amendment No. 1 to Schedule TO
Filing Party: Payless ShoeSource, Inc.
Date Filed: March 13, 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:
[ ] third-party tender offer subject to Rule 14d-1.
|X| 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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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO, as previously amended and supplemented, originally filed with the
Securities and Exchange Commission (the "Commission") on March 8, 2000 (as
previously amended and supplemented, the "Schedule TO") by Payless ShoeSource,
Inc., a Delaware corporation ("Payless"). The Schedule TO relates to the offer
by Payless to purchase 7,547,170 shares, or such lesser number of shares
as are properly tendered and not properly withdrawn, of its common stock, par
value $.01 per share, including the associated preferred stock purchase rights
issued under the Stockholder Protection Rights Agreement, dated as of April 20,
1998, as amended, between Payless ShoeSource, Inc. and UMB Bank, N.A., as Rights
Agent, at prices not greater than $53.00 nor less than $48.00 per share, net to
the seller in cash, without interest, as specified by stockholders tendering
their shares, upon the terms and subject to the conditions set forth in the
offer to purchase, dated March 13, 2000, and in the related letter of
transmittal, which, as amended and supplemented from time to time, together
constitute the tender offer. Unless the context otherwise requires, all
references to shares shall include the associated preferred stock purchase
rights. This Amendment No. 4 to the Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of
1934, as amended. Copies of the offer to purchase and the related letter of
transmittal were previously filed on Amendment No. 1 to the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The information in the offer to purchase and the related letter of
transmittal is incorporated in this Amendment No. 4 to the Schedule TO by
reference to all of the applicable items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
Item 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by
adding the following language:
The tender offer expired at 11:59 P.M., New York City time, on April
10, 2000. Payless accepted for payment a total of 7,547,169 shares of Payless
common stock at a purchase price of $53 per share.
Item 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by
adding the following language:
On April 14, 2000, Payless issued a press release announcing the
final results of the tender offer, a copy of which is filed as Exhibit (a)(5)(F)
to this Amendment No. 4 to the Schedule TO and is incorporated herein by
reference.
Item 12. EXHIBITS.
(a)(5)(F) Press Release, dated April 14, 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 statement is true, complete and
correct.
PAYLESS SHOESOURCE, INC.
By: /s/ Ullrich E. Porzig
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Name: Ullrich E. Porzig
Title: Senior Vice President -
Chief Financial Officer and
Treasurer
Dated: April 14, 2000
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase, dated March 13, 2000**
(a)(1)(B) Letter of Transmittal**
(a)(1)(C) Notice of Guaranteed Delivery**
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies and
other nominees, dated March 13, 2000**
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees**
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9**
(a)(1)(G) Summary Advertisement, dated March 13, 2000**
(a)(1)(H) Letter to Participants in the Payless ShoeSource, Inc. Profit
Sharing Plan and the Payless ShoeSource, Inc. Profit Sharing Plan
for Puerto Rico Associates, dated March 13, 2000**
(a)(1)(I) Letter to Participants in the Payless ShoeSource, Inc. Stock
Ownership Plan, dated March 13, 2000**
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 8, 2000*
(a)(5)(B) Press Release, dated March 13, 2000**
(a)(5)(C) Letter to shareowners from the Chairman of the Board of Directors of
Payless ShoeSource Inc., dated March 13, 2000**
(a)(5)(D) Press Release, dated April 10, 2000***
(a)(5)(E) Press Release, dated April 11, 2000****
(a)(5)(F) Press Release, dated April 14, 2000
(b) Goldman Sachs Credit Partners L.P. $600,000,000 Term and Revolving
Senior Facilities Commitment Letter, dated March 10, 2000**
(d) Not applicable
(e) Not applicable
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* Previously filed on Schedule TO
** Previously filed on Amendment No. 1 to Schedule TO
*** Previously filed on Amendment No. 2 to Schedule TO
**** Previously filed on Amendment No. 3 to Schedule TO
For Immediate Release CONTACT: Timothy J. Reid (785)-295-6695
PAYLESS SHOESOURCE, INC. ANNOUNCES FINAL
RESULTS OF SELF-TENDER OFFER
TOPEKA, Kan., April 14, 2000 -- Payless ShoeSource, Inc. (NYSE: PSS) today
announced the final results of its self-tender offer, which expired on April 10,
2000. Consistent with the preliminary results announced April 11, 2000, Payless
will purchase 7,547,169 shares of its common stock at $53 per share. The final
results represent proration at approximately 97.67% of those shares tendered at
or below the final purchase price. The 7,547,169 shares being purchased
represent approximately 25.5% of the company's 29.6 million shares outstanding
on April 10, 2000. The aggregate purchase price being paid will be approximately
$400 million.
Steven J. Douglass, Payless Chairman of the Board and Chief Executive
Officer, stated: "I am very pleased with the results of our self-tender offer.
Including the self-tender, the company has invested more than $980 million on
share repurchases in less than four years. Our share count has been reduced by
45% since we became an independent company in May 1996.
"Going forward, we will continue to allocate our capital in a manner that
we believe will create maximum value for our shareowners. While no significant
additional share repurchases are anticipated in the near future, the company may
repurchase a modest number of additional shares from time to time. Under current
financing arrangements and Board authorization, the company may repurchase up to
an additional $25 million of common stock in fiscal 2000."
The dealer manager for the tender offer was Goldman, Sachs & Co. and the
information agent was D.F. King & Co., Inc.
Payless ShoeSource, Inc. is North America's largest family footwear
retailer. The company operates 4,471 Payless ShoeSource stores offering quality
family footwear at affordable prices. In addition, customers can buy shoes over
the Internet through Payless.comSM, at www.payless.com. Payless also operates
221 Parade stores featuring fashionable mid-priced women's footwear.
