SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
LANIER WORLDWIDE, INC. (ISSUER)
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(NAME OF SUBJECT COMPANY)
LW ACQUISITION CORP. (OFFEROR), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
RICOH COMPANY, LTD.
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(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR,
ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
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(TITLE OF CLASS OF SECURITIES)
51589L105
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(CUSIP NUMBER OF CLASS OF SECURITIES)
MASAMI TAKEIRI (PRESIDENT) OR YUKIO MIZUTANI (TREASURER AND SECRETARY)
LW ACQUISITION CORP.,
5 DEDRICK PLACE, WEST CALDWELL, NEW JERSEY 07006 (TEL: (973) 882-2000)
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(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
FILING PERSONS)
Copy to: Marc E. Perlmutter, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel: (212) 373-3000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$256,787,176 not applicable
* For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
Transaction Valuation was calculated on the basis of (i) 84,768,152
outstanding shares of common stock, par value $.01 per share, of Lanier
Worldwide, Inc. (the "Shares"), (ii) the tender offer price of $3.00 per
Share and (iii) 2,452,960 options to acquire Shares with an exercise price
at less than $3.00 under Lanier Worldwide, Inc.'s Stock Incentive Plan with
an aggregate value of $2,482,720. Based on the foregoing, the transaction
value is equal to the sum of (1) the product of number of outstanding Shares
and $3.00 per Share and (2) the product of (A) 2,452,960 Shares which are
subject to options to purchase Shares with an exercise price of less than
$3.00 per share and (B) the difference between $3.00 per Share and the
exercise price per Share of such options.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Valuation.
|_| 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: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
|X| 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: |_|
