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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. 2)
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.
[_] 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: $82,523
Form or Registration No.: Schedule TO
Filing party: Offerors
Date Filed: July 10, 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. 2 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 1. Summary Term Sheet.
Item 1 is hereby amended and supplemented as follows:
The response to the section entitled "If I Decide Not to
Tender, How Will The Offer Affect My Shares?" in the Summary Term
Sheet in the Offer to Purchase is hereby amended and restated to
read in its entirety as follows:
"If the merger described above takes place, shareholders
not tendering in the Offer will have no rights with respect
to their shares except to receive $20.00, subject to any
dissenters' rights granted pursuant to the merger agreement
and properly exercised under Florida law. Therefore, if the
merger takes place and you do not exercise your dissenters'
rights, the only difference between what you will receive
tendering your shares and not tendering your shares is that
you will receive $20.00 per share in cash earlier if you
tender your shares. If you exercise dissenters' rights in
connection with the merger, you will be entitled to receive
a judicial determination of the fair value of your shares
and to receive payment of that fair value in cash. Any
judicial determination of the fair value could be based on
considerations other than or in addition to the $20.00 per
share paid in the merger and the market value of the shares
and could be higher or lower than $20.00 per share. If the
merger does not take place, however, the number of
shareholders and the number of shares of David's Bridal that
are still in the hands of the public may be so small that
there no longer will be an active public trading market (or,
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possibly, there may not be any public trading market) for
David's Bridal common stock. Also, as described above,
David's Bridal may cease making filings with the SEC or
otherwise may not be required to comply with the SEC rules
relating to publicly held companies. See the "Introduction"
to this Offer to Purchase, Section 12 "Purpose of the
Offer; Plans for the Company" and Section 13 -- "Certain
Effects of the Offer"."
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 is hereby amended and supplemented as follows:
Section 9 - "Source and Amount of Funds" in the Offer to
Purchase is hereby amended and restated to read in its entirety
as follows:
"The total amount of funds required by the Purchaser to
purchase Shares pursuant to the Offer and the Merger is
estimated to be approximately $436 million plus any
transaction related fees and expenses. The Purchaser will
obtain such funds from Parent. Parent will obtain the funds
required for these transactions through a combination of
operating cash flows and the issuance of commercial paper
through investment bankers at customary and current market
rates. The Purchaser does not have any alternate financing
plan."
Item 11. Additional Information.
Item 11 is hereby amended and supplemented by amending and
restating the last paragraph of Section 15 --"Conditions of the
Offer" of the Offer to Purchase as follows:
"The foregoing conditions are for the benefit of the
Purchaser and Parent and may be asserted by the Purchaser or
Parent regardless of the circumstances giving rise to any
such condition or may be waived by the Purchaser or Parent
in whole or in part at any time and from time to time in
their sole and absolute discretion on or prior to the
Expiration Date. The failure by Parent or the Purchaser at
any time to exercise any of the foregoing rights shall not
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be deemed a waiver of any such right; the waiver of any such
right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to
any other facts and circumstances; and each such right shall
be deemed an ongoing right that may be asserted at any time
and from time to time on or prior to the Expiration Date.
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
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