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. 3)
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.
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|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: [ ]
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This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO, dated March 8, 2000, as amended by Amendment No. 1
thereto, dated March 13, 2000, as amended by Amendment No. 2 thereto, dated
April 10, 2000, in each case filed by Payless ShoeSource, Inc., a Delaware
corporation, with the Securities and Exchange Commission relating to the offer
by Payless to purchase 7,547,170 million 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. 3 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. 3 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 11. ADDITIONAL INFORMATION
On April 11, 2000 Payless ShoeSource, Inc. issued a press release
announcing the preliminary results of its self tender offer, which expired on
April 10, 2000. The press release is included herein as Exhibit (a)(5)(E) and
incorporated herein by reference.
Item 12. EXHIBITS
(a)(5)(E) Press Release, dated April 11, 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 11, 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, 20000**
(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
(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
For Immediate Release CONTACT: Timothy J. Reid (785) 295-6695
PAYLESS SHOESOURCE, INC. ANNOUNCES PRELIMINARY
RESULTS OF SELF-TENDER OFFER
TOPEKA, Kan., April 11, 2000 -- Payless ShoeSource, Inc. (NYSE: PSS) today
announced the preliminary results of its self tender offer, which expired on
April 10, 2000. Based on a preliminary count by the depositary for the tender
offer, approximately 8,285,707 shares of common stock (including approximately
3,414,019 shares tendered through notice of guaranteed delivery), representing
approximately 28% of the company's outstanding shares, were properly tendered
and not properly withdrawn at prices at or below $53 per share. Pursuant to
applicable securities laws, Payless expects to purchase approximately 7,547,170
shares at a purchase price of $53 per share. Both the number of shares expected
to be purchased and the price per share are preliminary and are subject to
verification by the depositary. The actual number of shares to be purchased and
the actual price per share will be announced promptly following completion of
the verification process. Payless will pay for all shares purchased promptly
following that time.
Payless commenced the tender offer on March 13, 2000, when it offered to
purchase up to 7,547,170 shares of its common stock at a price between $48.00
and $53.00 per share net to the seller in cash, without interest. As of April
10, 2000, Payless had approximately 29.6 million shares issued and outstanding.
As a result of the completion of the tender offer, Payless expects to have
approximately 22.1 million shares issued and outstanding as of the time
immediately following payment for the tendered shares.
Payless intends to pay for the shares purchased in the tender offer from
available cash and a new credit facility.
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.com(SM), at http://www.payless.com. Payless also
operates 221 Parade stores featuring fashionable mid-priced women's footwear.
