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AS FILED ON AUGUST 29, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Piercing Pagoda, Inc.
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(Name of Subject Company (Issuer))
Zale Corporation
Jewelry Expansion Corp.
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(Names of Filing Persons (Offeror))
Common Stock, Par Value $0.01
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(Title of Class of Securities)
720773100
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(CUSIP Number of Class of Securities)
Alan P. Shor
Executive Vice President and
Chief Operating Officer
Zale Corporation
901 West Walnut Hill Lane
Irving, Texas 75038-1003
Telephone: (972) 580-4576
Copy To:
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
Telephone: (404) 885-3822
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$205,000,000 $41,000
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*Estimated for purposes of calculating the amount of the filing fee only. The
filing fee calculation assumes the purchase of all 8,941,239 outstanding Shares
of Piercing Pagoda, Inc. at a purchase price of $21.50 per share. The
transaction value also includes the offer price of $21.50 per share, less the
average exercise price of outstanding options of $12.08 per share multiplied by
the number of outstanding options, which is 934,423, and the offer price of
$21.50 per share multiplied by an estimated number of shares outstanding under
Piercing Pagoda, Inc.'s employee stock purchase plan. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the aggregate value of this
transaction.
[X] 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. Identifying the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $41,000 Filing Party: Zale Corporation
----------- Jewelry Expansion Corp.
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Form or Registration No.: Schedule TO Date Filed: August 22, 2000
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[ ] 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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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Statement") filed on August 22, 2000 and relating to the
offer by Jewelry Expansion Corp., a Delaware corporation ("Purchaser") and an
indirect wholly-owned subsidiary of Zale Corporation, a Delaware corporation, to
purchase all of the outstanding shares of common stock, par value $0.01 per
share, of Piercing Pagoda, Inc., a Delaware corporation (the "Company"), at a
purchase price of $21.50 per share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 22, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1) and (a)(2) hereto, respectively, and which are incorporated
herein by reference.
All information in the Offer to Purchase, including all schedules
thereto, are incorporated by reference in answer to all of the items in this
Statement.
ITEM 12. EXHIBITS
Item 12 of the Statement is hereby amended and supplemented to include
the following information:
(a)(12) Memorandum sent to Piercing Pagoda, Inc. Employee Stock Purchase
Plan participants dated August 29, 2000.
(a)(13) Notice sent to Piercing Pagoda, Inc. Employee Stock Purchase Plan
participants dated August 29, 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.
Dated: August 29, 2000 ZALE CORPORATION
By: /s/ Alan P. Shor
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Alan P. Shor, Executive Vice President
and Chief Operating Officer
Dated: August 29, 2000 JEWELRY EXPANSION CORP.
By: /s/ Alan P. Shor
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Alan P. Shor, President
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
(a)(1) Offer to Purchase, dated August 22, 2000. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(2) Letter of Transmittal. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(3) Notice of Guaranteed Delivery. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(4) Guideline for Certification of Taxpayer Identification Number on
Substitute Form W-9. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(6) Form of Letter to be used by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(7) Press Release issued by Zale Corporation on August 11, 2000,
announcing the tender offer. This Press Release was filed under cover
of Schedule TO with the Securities and Exchange Commission on August
11, 2000 and is incorporated by reference herein.
(a)(8) Letter to Employees of Zale Corporation, dated August 11, 2000. This
Letter was filed under cover of Schedule TO with the Securities and
Exchange Commission on August 11, 2000 and is incorporated by
reference herein.
(a)(9) Script for August 11, 2000 conference call. This Script was filed
under cover of Schedule TO with the Securities and Exchange Commission
on August 11, 2000 and is incorporated by reference herein.
(a)(10) Question and Answer Script. This Script was filed under cover of
Schedule TO with the Securities and Exchange Commission on August 16,
2000 and is incorporated by reference herein.
(a)(11) Summary Newspaper Advertisement, dated August 22, 2000, published in
The Wall Street Journal. This Exhibit was filed with the Schedule 10
filed on August 22, 2000 by Zale Corporation and Jewelry Expansion
Corp. and is incorporated herein by reference.
(a)(12)* Memorandum sent to Piercing Pagoda, Inc. Employee Stock Purchase Plan
participants dated August 29, 2000.
(a)(13)* Notice sent to Piercing Pagoda, Inc. Employee Stock Purchase Plan participants
dated August 29, 2000.
(d)(1) Agreement and Plan of Merger, dated as of August 11, 2000, by and
among Zale Corporation, Jewelry Expansion Corp. and Piercing Pagoda,
Inc. (included as Exhibit 10.64 to Piercing Pagoda, Inc.'s Form 10-Q
for the quarter ended June 30, 2000, previously filed with the
Commission on August 14, 2000 and incorporated by reference herein).
(d)(2) Tender and Voting Agreement, dated as of August 11, 2000 (included as
Exhibit 10.65 to Piercing Pagoda, Inc.'s Form 10-Q for the quarter
ended June 30, 2000, previously filed with the Commission on August
14, 2000 and incorporated by reference herein).
(d)(3) Restrictive Covenant Agreement, dated as of August 11, 2000, by and
between Zale Corporation and Richard H. Penske (included as Exhibit
10.66 to Piercing Pagoda, Inc.'s Form 10-Q for the quarter ended June
30, 2000, previously filed with the Commission on August 14, 2000 and
incorporated by reference herein).
(d)(4) Mutual Non-Disclosure Agreement, dated as of March 28, 2000, by and
between Zale Corporation and Piercing Pagoda, Inc. This Exhibit was
filed with the Schedule 10 filed on August 22, 2000 by Zale
Corporation and Jewelry Expansion Corp. and is incorporated herein by
reference.
(d)(5) Letter Agreement, dated as of July 7, 2000, by and among Zale
Corporation, Piercing Pagoda, Inc. and Richard H. Penske. This Exhibit
was filed with the Schedule 10 filed on August 22, 2000 by Zale
Corporation and Jewelry Expansion Corp. and is incorporated herein by
reference.
* Filed herewith
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