<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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
----------------
HOOKER FURNITURE CORPORATION
(Name of Subject Company (issuer))
HOOKER FURNITURE CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST (OFFEROR)
(Name of Filing Person (identifying status as offeror, issuer or other person))
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
439038 10 0
(CUSIP Number of Class of Securities)
----------------
Norman P. Goldberg
U.S. Trust Company, N.A., as Trustee for the
Hooker Furniture Corporation Employee Stock Ownership Plan Trust
600 Fourteenth Street, NW
Suite 400
Washington, DC 20005
Phone: 202-585-4170
(Name, address and telephone number of person authorized
to receive notices on behalf of filing persons)
----------------
Copy to:
Lawrence A. Goldberg Karl M. Strait
Ludwig, Goldberg & Krenzel McGuireWoods LLP
50 California Street One James Center
36th Floor 901 East Cary Street
San Francisco, CA 94111 Richmond, VA 23219
Phone: 415-788-7200 Phone: 804-775-1133
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction Value* Amount of Filing Fee
------------------------------------------------------------------------------
<S> <C>
$22,500,000 $4,500
</TABLE>
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the purchase of up to 1,800,000 shares of Hooker Furniture
Corporation common stock, no par value per share, at the tender offer price
of $12.50 per share.
[_]Check the 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: $4,500
Form or Registration No.: Schedule TO (File No. 5-58359)
Filing Party: Hooker Furniture Corporation Employee Stock Ownership Plan Trust
Date Filed: August 9, 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 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO, as previously amended and supplemented, originally filed with the
Securities and Exchange Commission on August 9, 2000 by the Hooker Furniture
Corporation Employee Stock Ownership Plan Trust (the "ESOP Trust"). The
Schedule TO relates to the tender offer by the ESOP Trust to purchase up to
1,800,000 shares of Hooker Furniture Corporation's common stock, no par value
per share, at a price of $12.50 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the offer to purchase, dated
August 9, 2000, as amended and supplemented by Supplement No. 1 thereto, dated
August 24, 2000, and in the related letter of transmittal, which, as amended
and supplemented from time to time, together constitute the tender offer. This
Amendment No. 3 to the Schedule TO is intended to satisfy the reporting
requirements of Rule 14(d)-3(b)(2) of the Securities Exchange Act of 1934, as
amended. Copies of the offer to purchase, Supplement No. 1 and the related
letter of transmittal were previously filed with this Schedule TO as Exhibits
(a)(1)(A), (a)(1)(H) and (a)(1)(B), respectively.
The information in the offer to purchase, Supplement No. 1 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 September 14, 2000, Hooker Furniture Corporation issued a press release
announcing the final results of the tender offer by the ESOP Trust, which
expired on September 8, 2000. The press release is included herein as Exhibit
(a)(5)(D) and incorporated herein by reference.
Item 12. Exhibits.
<TABLE>
<C> <S>
(a)(5)(D) Press Release, dated September 14, 2000
</TABLE>
2
<PAGE>
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.
Hooker Furniture Corporation
Employee Stock Ownership Plan Trust
By: U.S. Trust Company, N.A., as
Trustee
/s/ Lisa C. Pendley
By: _________________________________
Name: Lisa C. Pendley
Title: Vice President
Dated: September 14, 2000
3
<PAGE>
Exhibit Index
<TABLE>
<C> <S>
(a)(1)(A) Offer to Purchase, dated August 9, 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 August 9, 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 August 9, 2000*
(a)(1)(H) Supplement No. 1 to Offer to Purchase, dated August 24, 2000**
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated August 9, 2000*
(a)(5)(B) Letter to Shareholders from the Chairman and Chief Executive
Officer of Hooker Furniture Corporation, dated August 9, 2000*
(a)(5)(C) Press Release, dated September 11, 2000***
(a)(5)(D) Press Release, dated September 14, 2000
(b)(1) Form of Credit Agreement for ESOP Term Loan*
(b)(2) Commitment Letter, dated June 26, 2000, from SunTrust Bank, N.A.*
(b)(3) Forms of Bank Term Loan Documents*
(d)(1) Hooker Furniture Corporation Employee Stock Ownership Plan,
Amendment and Restatement, effective as of January 1, 2000*
(d)(2) Trust Agreement for the Hooker Furniture Corporation Employee Stock
Ownership Plan, effective as of August 1, 2000*
(g) Not applicable
(h) Not applicable
</TABLE>
--------
* Previously filed on Schedule TO.
** Previously filed on Amendment No. 1 to Schedule TO.
*** Previously filed on Amendment No. 2 to Schedule TO.
4
