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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 Section 13(e)(1) of the
Securities Exchange Act of 1934
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))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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238576102
(CUSIP Number of Class of Securities)
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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
$412,615,040 $82,523
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* For purposes of calculating amount of filing fee only. This amount
assumes that the Offerors purchase of 19,469,276 shares of common stock of
David's Bridal, Inc. at the offer price of $20.00 per share and pay holders of
2,322,952 David's Bridal stock options the spread (estimated at $10.00 per
share) between the exercise price of those options and $20.00. 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.
[ ] 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: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
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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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ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is David's Bridal, Inc., a Florida
corporation (the "Company"). The Company's principal executive offices are
located at 1001 Washington Street, Conshohocken, Pennsylvania 19428. Its
telephone number is (610) 896-2111.
(b) This Statement relates to the Offer by Alpha Omega Acquisition, Inc.
(the "Purchaser"), a Florida corporation and a wholly owned subsidiary of The
May Department Stores Company, a Delaware corporation ("Parent"), to purchase
all outstanding shares of common stock of the Company, par value $.01 per share
(the "Shares"), 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 Offer to Purchase and
in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2) (which are herein collectively referred to as the
"Offer"). The information set forth in the introduction to the Offer to Purchase
(the "Introduction") is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in Section 6 -- "Price Range of Shares; Dividends" in the
Offer to Purchase and is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a), (b), (c) The information set forth in Section 8 -- "Certain
Information Concerning Parent and the Purchaser" and Schedule I in the Offer to
Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(viii), (xii) The information set forth under "Introduction",
Section 10 -- "Background of the Offer; Past Contacts or Negotiations with the
Company", Section 12 -- "Purpose of the Offer; Plans for the Company", Section
11 -- "The Merger Agreement; Other Arrangements", Section 7 -- "Certain
Information Concerning the Company", Section 13 -- "Certain Effects of the
Offer" and Section 9 -- "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference.
(a)(1)(ix) Not applicable
(x) Not applicable
(xi) Not applicable
(a)(2) Not applicable
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in Section 10 -- "Background of the Offer; Past
Contacts or Negotiations with the Company", Section 11 -- "The Merger Agreement;
Other Arrangements", Section 8 -- "Certain Information Concerning Parent and the
Purchaser" and Section 12 -- "Purpose of the Offer; Plans for the Company" in
the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.
(a), (c)(1), (4-7) The information set forth in "Introduction", Section
11 -- "The Merger Agreement; Other Arrangements," Section 12 -- "Purpose of the
Offer; Plans for the Company", and Section 14 -- "Dividends and Distributions"
in the Offer to Purchase is incorporated herein by reference.
(c)(2) None
(c)(3) None
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 9 -- "Source and Amount of Funds"
in the Offer to Purchase is incorporated herein by reference.
(b) Not applicable
(d) Not applicable
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in "Introduction", Section 7 -- "Certain
Information Concerning the Company", Section 8 -- "Certain Information
Concerning Parent and the Purchaser" and Schedule I in the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in "Introduction" and Section 18 -- "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 Section 11 -- "The Merger Agreement; Other
Arrangements" and Section 16 -- "Certain Legal Matters; Regulatory Approvals" of
the Offer to Purchase is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated July 10, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Joint Press Release issued by Parent and the Company on July 3,
2000, incorporated herein by reference to the Schedule TO filed by the parties
on July 3, 2000.
(a)(8) Summary Advertisement as published in The New York Times on July 10,
2000.
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of July 3, 2000, among
Parent, the Purchaser and the Company.
(d)(2) Form of Shareholder Agreement dated as of July 3, 2000 by and
between Parent and certain shareholders of the Company.
(d)(3) Employment Agreement dated as of July 3, 2000 between Parent and
Robert Huth.
(g) Not applicable
(h) 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.
ALPHA OMEGA ACQUISITION, INC.
By: /s/ RICHARD A. BRICKSON
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Name: Richard A. Brickson
Title: Vice President and Secretary
THE MAY DEPARTMENT STORES COMPANY
By: /s/ RICHARD A. BRICKSON
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Name: Richard A. Brickson
Title: Secretary
Dated: July 10, 2000
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT NAME
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(a)(1) Offer to Purchase dated July 10, 2000
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Notice of Guaranteed Delivery
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(8) Summary Advertisement as published in The New York Times on
July 10, 2000
(d)(1) Agreement and Plan of Merger, dated as of July 3, 2000,
among Parent, the Purchaser and the Company
(d)(2) Form of Shareholder Agreement dated as of July 3, 2000 by
and between Parent and certain shareholders of the Company
(d)(3) Employment Agreement dated as of July 3, 2000 between Parent
and Robert Huth
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