SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
PREMIUMWEAR, INC.
(Name of Subject Company)
NEW ENGLAND BUSINESS SERVICE, INC.
PENGUIN SUB, INC.
(Name of filing persons, Offerors)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
740909106
(CUSIP Number of Class of Securities)
CRAIG BARROWS
SECRETARY
NEW ENGLAND BUSINESS SERVICE, INC.
500 MAIN STREET
GROTON, MASSACHUSETTS 01471
(978) 448-6111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
DAVID T. BREWSTER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE BEACON STREET
BOSTON, MA 02108
TELEPHONE: (617) 573-4800
FACSIMILE: (617) 573-4822
CALCULATION OF FILING FEE
=============================================================================
Transaction Valuation* Amount of Filing Fee
--------------------- --------------------
$39,828,510 $7,966
================================== ==========================================
* Estimated for purposes of calculating the amount of the filing fee
only. The filing fee calculation assumes the purchase of all 2,567,485
outstanding shares of PremiumWear, Inc. at a purchase price of $13.50
per share. The transaction value also includes the offer price of
$13.50 per share multiplied by the number of outstanding options,
which is 382,775. The amount of the filing fee, calculated in
accordance with rule 0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate value of this
transaction.
|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: $7,966 Filing party: New England Business
Service, Inc. and
Penguin Sub, Inc.
Form or Registration No.: Schedule TO Date filed: June 9, 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 a tender offer: |_|
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO filed on June 9, 2000 (the "Schedule TO"), as
amended by Amendment No. 1 filed on June 27, 2000, by Penguin Sub, Inc. a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of New
England Business Service, Inc., a Delaware corporation ("Parent"), relating
to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.01 per share, including the associated rights to
purchase preferred stock (collectively, the "Shares"), of PremiumWear,
Inc., a Delaware corporation ("PremiumWear"), at $13.50 per share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 9, 2000 (the
"Offer to Purchase"), a copy of which is attached as Exhibit (a)(1)(A) to
the Schedule TO, and in the related Letter of Transmittal, a copy of which
is attached as Exhibit (a)(1)(B) to the Schedule TO (which, as they may be
amended or supplemented from time to time, together constitute the
"Offer"). The Offer is made pursuant to an Agreement and Plan of Merger,
dated as of May 26, 2000, by and among Parent, Purchaser and PremiumWear,
Inc. Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
On July 10, 2000, Parent announced (a) that Purchaser has accepted
for purchase and payment all Shares validly tendered and not withdrawn
pursuant to the Offer as of 5:00 p.m., New York City Time, on July 7, 2000,
and (b) that it extended the Offer to 5:00 p.m., New York City Time, on
Wednesday, July 12, 2000.
Based on preliminary information provided by the Depositary,
2,107,205 Shares had been tendered under the terms of the Offer and not
withdrawn as of 5:00 p.m., New York City Time, on July 7, 2000. The number
of Shares tendered and not withdrawn represents approximately 82% of the
outstanding Shares on a fully diluted basis.
On July 10, 2000, Parent issued the press release filed as Exhibit
(a)(1)(J). The information set forth in the press release is incorporated
by reference herein.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following
exhibit thereto:
(a)(1)(J) Press Release issued by New England Business Service, Inc.,
dated July 10, 2000.
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.
NEW ENGLAND BUSINESS SERVICE, INC.
By: /s/ Robert J. Murray
-----------------------------------
Name: Robert J. Murray
Title: Chairman and Chief Executive
Officer
PENGUIN SUB, INC.
By: /s/ Robert J. Murray
-----------------------------------
Name: Robert J. Murray
Title: President
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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(a)(1)(J) Press Release issued by New England Business Service, Inc.,
dated July 10, 2000.
