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_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or
Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
DAVID'S BRIDAL, INC.
(Name of Subject Company (Issuer))
ALPHA OMEGA ACQUISITION, INC.
a wholly owned subsidiary of
THE MAY DEPARTMENT STORES COMPANY
(Names of Filing Persons (Offerors))
________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
________________
238576102
(CUSIP Number of Class of Securities)
________________
Richard A. Brickson, Esq.
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101-1799
Telephone: (314) 342-6300
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
Copy to:
J. Michael Schell, Esq.
Margaret L. Wolff, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: 212-735-3000
*For purposes of calculating amount of filing fee only.
This amount assumes that the Offerors purchase (i) 19,469,276
outstanding shares of common stock of David's Bridal, Inc. and
(ii) 2,314,952 shares of common stock of David's Bridal that
could be issued upon conversion of any outstanding options, at
the offer price of $20.00 per share. The amount of the filing
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fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[_] 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: N/A Form or Registration No.:N/A
Filing party: N/A Date Filed: N/A
[_] 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 Amendment No. 1 to the Tender Offer Statement on
Schedule TO (this "Amendment") relates to the offer by Alpha
Omega Acquisition, Inc., a Florida corporation (the "Purchaser")
and a wholly owned subsidiary of The May Department Stores
Company, a Delaware corporation (the "Parent"), to purchase all
outstanding shares of common stock, par value $.01 per share (the
"Shares"), of David's Bridal, Inc., a Florida corporation (the
"Company"), at a price of $20.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in
the Purchaser's Offer to Purchase, dated July 10, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal
(which are herein collectively referred to as the "Offer").
Item 11. Additional Information.
Item 11 is hereby amended and supplemented by the following:
On Friday, July 21, 2000, Parent and the Company received
notice from the Federal Trade Commission of the early termination
of the 15-day waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"). The termination of the waiting period was one
of the conditions to the Purchaser's obligations under the Merger
Agreement to accept for payment and pay for Shares tendered
pursuant to the Offer to Purchase. On July 24, 2000, Parent and
the Company issued a joint press release, a copy of which is
attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.
Item 12. Exhibits.
(a)(9) Joint Press Release issued by Parent and the Company
on July 24, 2000, announcing the termination of the
HSR waiting period.
1
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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.
ALPHA OMEGA ACQUISITION, INC.
By: /s/ Richard A. Brickson
Name: Richard A. Brickson
Title: Vice President and Secretary
THE MAY DEPARTMENT STORES COMPANY
By: /s/ Richard A. Brickson
Name: Richard A. Brickson
Title: Secretary
Dated: July 24, 2000
2
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EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(9) Joint Press Release issued by Parent and the
Company on July 24, 2000, announcing the
termination of the HSR waiting period.
