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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT TO SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
CATHERINES STORES CORPORATION
(Name of Subject Company)
ROSE MERGER SUB, INC.
CHARMING SHOPPES, INC.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
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14916F100
(Cusip Number)
Colin D. Stern, Esq.
450 Winks Lane
Bensalem, PA 19020
Telephone: 215-245-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
Dennis S. Hersch, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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This Final Amendment (the "Final Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 originally filed on November 19, 1999
(the "Schedule 14D-1") by Charming Shoppes, Inc., a Pennsylvania corporation
("Parent"), and Rose Merger Sub, Inc., a Tennessee corporation and a
wholly-owned subsidiary of Parent ("Purchaser"), relating to the offer by
Purchaser to purchase all outstanding shares of Common Stock, $0.01 par value
(the "Shares"), of the Company at $21.00 per Share, net to the Seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 19, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which were previously filed as Exhibits (a)(1) and
(a)(2) to the Schedule 14D-1, respectively.
All capitalized terms used in this Final Amendment without definition have
the meanings attributed to them in the Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
Item 6(a) - (b) is hereby amended and supplemented as follows:
The Offer expired at 5:00 PM, New York City time, on Thursday, January 6,
2000. As of 5:00 PM, New York City time, on January 6, 2000, approximately
6,792,984 Shares were validly tendered pursuant to the Offer, including 47,250
Shares tendered pursuant to guarantees of delivery. The Shares tendered
represent approximately 98% of the Shares outstanding. Pursuant to the Offer,
Purchaser has accepted for payment all Shares validly tendered and will
promptly pay for such Shares. On January 7, 2000, Parent issued a press release
announcing the expiration of the Offer. The full text of the press release is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following
Exhibit:
(a)(9) Text of Press Release issued by Parent on January 7, 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 Final Amendment to the Schedule 14D-1 is
true, complete and correct.
Dated: January 7, 2000
CHARMING SHOPPES, INC.
By: /s/ Eric M. Specter
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Name: Eric M. Specter
Title: Executive Vice President and
Chief Financial Officer
ROSE MERGER SUB, INC.
By: /s/ Eric M. Specter
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Name: Eric M. Specter
Title: President
Exhibit (a)(9)
FOR IMMEDIATE RELEASE - CHARMING SHOPPES, INC. ANNOUNCES EXPIRATION OF
TENDER OFFER FOR CATHERINES STORES CORPORATION
Bensalem, PA., January 7, 2000 -- Charming Shoppes, Inc., (NASDAQ: CHRS), the
retail apparel chain, announced today that it has accepted for payment all
shares of common stock of Catherines Stores Corporation (NASDAQ: CATH) validly
tendered pursuant to its tender offer to acquire all outstanding shares of
Catherines Stores Corporation for $21.00 per share in cash. The offer, which
was made through Charming Shoppes' wholly owned subsidiary, Rose Merger Sub,
Inc., expired at 5:00 PM, New York City time, on Thursday, January 6, 2000.
Approximately 6,792,984 shares of Catherines Stores Corporation common stock
were tendered, including shares tendered pursuant to guarantees of delivery, in
the offer. The shares tendered represent approximately 98 percent of the
outstanding shares of Catherines Stores.
The tender offer was made under the previously announced merger agreement among
Charming Shoppes, Rose Merger Sub and Catherines Stores. Charming Shoppes
intends to complete promptly a short-form merger of Rose Merger Sub into
Catherines Stores under Tennessee law. Pursuant to the merger agreement, any
shares of Catherines Stores not tendered and purchased in the tender offer will
be converted into the right to receive $21.00 in cash.
Catherines Stores Corporation operates 436 retail apparel stores in 40 states
and the District of Columbia, specializing in large-size women's apparel, under
the names Catherines, PS...Plus Sizes, Plus Savings, Added Dimensions, and the
Answer. The stores are primarily located in strip shopping centers, in the
Southeast, Mid- Atlantic and the Eastern Central regions of the United States.
Charming Shoppes, Inc. currently operates 1,331 women's specialty apparel
stores in 47 states under the names "Fashion Bug", "Fashion Bug Plus", and
"Modern Woman."
Charming Shoppes plans to operate Catherines Stores Corporation as a separate
division, resulting in a nationwide chain of women's large-size specialty
apparel of more than 500 stores. After the acquisition, Charming Shoppes, Inc.
will operate over 1,700 stores throughout the United States with revenues in
excess of $1.4 billion.
This release may contain certain forward-looking statements concerning the
Company's operations, performance, and financial condition including, in
particular, certain forward-looking statements regarding sales performance,
store openings and closings, and other matters. Such forward-looking statements
are subject to various risks and uncertainties that could cause actual results
to differ materially from those indicated. Such risks and uncertainties may
include, but are not limited to, failure to realize merger-related synergies,
rapid changes in or miscalculation of fashion trends, extreme or unseasonable
weather conditions, economic downturns, a weakness in overall consumer demand,
disruption to operations as a result of Year 2000 compliance issues, and
competitive pressures. These, and other risks and uncertainties, are detailed
in the Company's filings with the Securities and Exchange Commission, including
the Company's Annual Report on Form 10-K for the fiscal year ended January 30,
1999.
CONTACT: Gayle M. Coolick
Director of Investor Relations
(215) 638-6955
