<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
DAVID'S BRIDAL, INC.
(Name of Subject Company)
DAVID'S BRIDAL, INC.
(Name of Person Filing Statement)
---------------
Common Stock, $.01 Par Value
(Title of Class of Securities)
---------------
238576102
(CUSIP Number of Class of Securities)
---------------
ROBERT D. HUTH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DAVID'S BRIDAL, INC.
1001 WASHINGTON STREET
CONSHOHOCKEN, PENNSYLVANIA 19428
(610) 896-2111
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
---------------
WITH A COPY TO:
ALAN SINGER
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-2921
(215) 963-5000
X Check the box if the filing relates solely to preliminary communications
--- made before the commencement of a tender offer.
================================================================================
<PAGE> 2
For Immediate Release Contact: Sharon Bateman (314) 342-6494
May Company
Bob Huth (610) 896-2111
David's Bridal
THE MAY DEPARTMENT STORES COMPANY
TO ACQUIRE DAVID'S BRIDAL, INC.
ST. LOUIS, Mo., and CONSHOHOCKEN, Pa., July 3, 2000 - The May
Department Stores Company [NYSE: MAY] and David's Bridal, Inc. [NASDAQ: DABR]
announced that May is acquiring David's Bridal for $20 per share or about $436
million in a tender offer to existing David's Bridal shareowners, subject to
customary regulatory approvals and certain conditions.
David's Bridal is the largest retailer of bridal gowns and other bridal
party-related merchandise in the United States, with sales of $175 million in
fiscal 1999, marketing primarily to first-time brides between 18 and 34 years of
age. The company operates 110 stores, 64 of which are in markets shared by May
Company divisions, including Hecht's, Strawbridge's, Foley's Robinsons-May,
Kaufmann's, Filene's, Famous-Barr, L.S. Ayres, The Jones Store, Meier & Frank,
and ZCMI. David's Bridal is headquartered in Conshohocken, Pa., a Philadelphia
suburb.
Gene Kahn, May's president and chief executive officer, said, "David's
Bridal is a very exciting acquisition and a highly strategic complement to our
core department store business.
"There are tremendous synergies between the David's stores and the
wedding registry business in May's department store divisions:
o This is a terrific opportunity to serve the customer's total
wedding experience, through May's department store registry
services, David's wedding-related apparel and accessories, and
the capabilities of WeddingNetwork.com.
o David's Bridal enrolls a significant percentage of U.S. brides
every year. It will be a significant referral source for our
already powerful wedding registry business.
1
<PAGE> 3
o David's robust Internet site will provide a powerful linkage
to our on-line wedding registry business with
WeddingNetwork.com, which should be fully implemented by the
end of July.
o The Y-Generation customer is a key growth segment for our
department stores and it is David's primary customer
demographic. The acquisition is a great opportunity to broaden
our allegiance with these customers whose weddings are often
their first interaction with our department stores' home
areas."
Mr. Kahn continued, "David's Bridal has a strong growth and
profitability record. It offers a compelling off-the-mall retail format with
meaningful growth potential. It is also counter-seasonal to our business, with a
higher portion of its sales generated during the spring compared with the fall
for department stores."
"We are very excited about the multifaceted opportunities presented by
the combination of our two retailing businesses," he concluded.
"The acquisition of David's Bridal by May underscores the success of
our merchandising strategy and David's unique ability to satisfy the needs of
the bride and her wedding party," said Bob Huth, president and CEO of David's
Bridal. "Moreover, merging with May Company is a tremendous partnership
opportunity. The synergies between our two organizations are substantial. This
marriage between the two companies is a powerful combination that will extend
the breadth of David's service and merchandise offerings to the bride."
David's Bridal shareowners will have approximately 30 days to tender
their stock.
David's Bridal will operate as a division of May. Bob Huth will
continue as president and CEO of the division. There will be no changes in the
employment status of associates of David's Bridal due to the acquisition.
The May Department Stores Company had fiscal 1999 sales of $13.9
billion. Last year was the company's 25th consecutive year of record sales and
earnings per share. The company has opened 14 new department stores year-to-date
with plans to open an additional nine stores by year-end.
David's Bridal had fiscal 1999 sales of $175 million. It has opened 10
new bridal stores this year, with plans to open 11 additional new stores by
year-end.
2
<PAGE> 4
The May Department Stores Company now operates 422 department stores in
36 states and the District of Columbia. With the David's Bridal acquisition, May
will operate 532 store locations with sales in excess of $14 billion in 40
states, the District of Columbia, and Puerto Rico by fiscal year-end 2000.
This release contains forward looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected in such statements. Potential risks and uncertainties
include, but are not limited to, satisfaction of the conditions to closing and
May's ability to integrate the David's Bridal operations and achieve the
anticipated synergies of the transaction.
The parties are required to file documentation with the Securities and
Exchange Commission concerning the transaction. WE URGE INVESTORS TO READ THE
SCHEDULE TO, THE SCHEDULE 14D-9, PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the documents filed
by May or David's Bridal with the Commission at the Commission's web site at
www.sec.gov. In addition, documents filed with the SEC by May and David's Bridal
will be available free of charge by directing a request to the Secretary of May
at 611 Olive Street, St. Louis, MO 63101 and the Secretary of David's Bridal at
1001 Washington Street, Conshohocken, PA 19428, respectively.
3
