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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. 3)
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
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$435,684,560 $87,137
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*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
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.
[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. Identify the previous
filing by registration statement number or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $87,137
Form or Registration No.: Schedule TO and Schedule TO/A
Filing party: Offerors
Date Filed: July 10, 2000 and July 24, 2000
[ ] 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. 3 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule TO, as
amended, relating 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").
Items 1, 4 and 11.
Items 1, 4 and 11 are hereby amended and supplemented to add
the following:
On August 8, 2000, Parent announced that the initial
offering period for the Offer ended successfully at midnight,
New York City time, on Monday, August 7, 2000. At that time
19,376,367 Shares were validly tendered, including 65,093 Shares
by guaranteed delivery, representing 99.3% of the Shares.
Parent also announced that it will provide a subsequent
offering period of three business days for the Offer, which will
commence on August 8, 2000 and expire at midnight, New York City
time, on Thursday, August 10, 2000.
Item 12. Exhibits.
(a)(10) Press Release, dated August 8, 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.
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: August 8, 2000
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EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(10) Press Release, dated August 8, 2000.
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