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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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LANIER WORLDWIDE, INC.
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((Name of Subject Company) (Issuer))
LW ACQUISITION CORP.
an indirect wholly-owned subsidiary of
RICOH COMPANY, LTD.
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(Names of Filing Persons (Offeror))
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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$256,166,248......................................... $51,233.25
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* 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) 2,245,984 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 $1,861,792. 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) 2,245,984 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.
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Amount Previously Paid: [None] Filing Party: [Not applicable]
Form or Registration No.: [Not applicable] Date Filed: [Not applicable]
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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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This Tender Offer Statement on Schedule TO relates to the third-party tender
offer by LW Acquisition Corp., a Delaware corporation ("Purchaser"), and an
indirect wholly-owned subsidiary of Ricoh Company, Ltd., a Japanese corporation
("Parent"), to purchase any and all of the issued and outstanding shares of
common stock, par value $.01 per share (including the associated participating
preferred stock purchase rights) (the "Common Stock"), of Lanier
Worldwide, Inc., a Delaware corporation (the "Company"), at a purchase price of
$3.00 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
December 8, 2000 (the "Offer to Purchase"), a copy of which is attached hereto
as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of
Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(B) (which,
together with the Offer to Purchase, as amended or supplemented from time to
time, constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to Purchase
is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Lanier Worldwide, Inc., a Delaware
corporation. The Company's executive offices are located at 2300 Parklake
Drive, Atlanta, Georgia 30345, telephone: (770) 496-9500.
(b) The class of securities to which this statement relates is the Common
Stock, par value $.01 per share, of the Company (including the associated
participating preferred stock purchase rights), of which 84,768,152
shares were issued and outstanding as of November 20, 2000. The
information set forth on the cover page and in the "Introduction" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by Purchaser. The information set
forth in Section 8 ("Certain Information Concerning Parent and
Purchaser") of the Offer to Purchase and on Schedule I thereto is
incorporated herein by reference.
(b) The information set forth in Section 8 ("Certain Information Concerning
Parent and Purchaser") of the Offer to Purchase and on Schedule I thereto
is incorporated herein by reference.
(c) The information set forth in Section 8 ("Certain Information Concerning
Parent and Purchaser") of the Offer to Purchase and on Schedule I thereto
is incorporated herein by reference. During the last five years, none of
Purchaser or Parent or, to the best knowledge of Purchaser or Parent, any
of the persons listed on Schedule I to the Offer to Purchase (i) has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of
any violation of such laws. All of the persons listed on Schedule I to
the Offer to Purchase are citizens of Japan, unless indicated otherwise
thereon.
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ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Introduction, Section 10 ("Background of
the Offer and the Merger; Past Contacts or Negotiations with the Company"),
Section 7 ("Certain Information Concerning the Company") and Section 11 ("The
Merger Agreement and Certain Other Agreements") of the Offer to Purchase is
incorporated herein by reference. Except as set forth in the Introduction,
Section 10 and Section 11 of the Offer to Purchase, there have been no material
contacts, negotiations or transactions during the past two years which would be
required to be disclosed under this Item 5 between any of Purchaser or Parent or
any of their respective subsidiaries or, to the best knowledge of Purchaser and
Parent, any of those persons listed on Schedule I to the Offer to Purchase and
the Company or its affiliates concerning a merger, consolidation or acquisition,
a tender offer or other acquisition of securities, an election of directors or a
sale or other transfer of a material amount of assets.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1), (c)(4)-(7) The information set forth in the Introduction,
Section 10 ("Background of the Offer and the Merger; Past Contacts or
Negotiations with the Company"), Section 11 ("The Merger Agreement and
Certain Other Agreements"), Section 12 ("Purpose of the Offer and the
Merger; Plans for the Company"), Section 13 ("Certain Effects of the
Offer") and Section 14 ("Dividends and Distributions") of the Offer to
Purchase is incorporated herein by reference.
(c)(2)-(3) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 9 ("Source and Amount of Funds") of the
Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction and Section 8
("Certain Information Concerning Parent and Purchaser") of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and Letter of Transmittal
is incorporated herein by reference.
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ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase, dated December 8, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number of Substitute Form W-9
(a)(1)(G) Summary Advertisement as published on December 8, 2000
(a)(1)(H) Joint Press Release issued by Parent and the Company, dated
December 8, 2000
(b) None
(d)(1) Agreement and Plan of Merger, dated November 29, 2000, by
and among Ricoh Company, Ltd., Lanier Worldwide, Inc. and LW
Acquisition Corp.
(d)(2) Voting and Tender Agreement, dated November 29, 2000, by and
among Harris Corporation, Ricoh Company, Ltd. and LW
Acquisition Corp.
(d)(3) Letter Agreement, dated November 29, 2000, between Ricoh
Company, Ltd. and Harris Corporation.
(d)(4) Letter Agreement, dated November 29, 2000, between Harris
Corporation, Ricoh Company, Ltd., and Lanier
Worldwide, Inc.
(g) None
(h) None
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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.
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LW ACQUISITION CORP.
By: /s/ YUKIO MIZUTANI
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Name: Yukio Mizutani
Title: SECRETARY AND TREASURER
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December 8, 2000
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