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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
REEBOK INTERNATIONAL LTD.
( Name of Issuer)
REEBOK INTERNATIONAL LTD.
( Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities}
758110
(CUSIP Number of Class of Securities)
JOHN B. DOUGLAS III
EXECUTIVE VICE PRESIDENT, LAW, HUMAN RESOURCES AND ADMINISTRATION
REEBOK INTERNATIONAL LTD.
100 TECHNOLOGY CENTER DRIVE
STOUGHTON, MASSACHUSETTS 02072
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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Copies to:
DAVID B. WALEK, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
JULY 30, 1996
(Date Tender Offer First published,
Sent or Given to Security Holders)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated July 30, 1996 filed by
Reebok International Ltd., a Massachusetts corporation (the "Company"), relating
to the offer by the Company to purchase 24,000,000 shares (or such lesser number
of shares as are properly tendered) of its Common Stock, par value $.01 per
share, (such shares, together with the associated Common Stock Purchase Rights
(the "Rights") issued pursuant to the Common Stock Rights Agreement dated as of
June 14, 1990 between the Company and The First National Bank of Boston, as
Rights Agent, are hereinafter referred to as the "Shares"), 72,536,700 of which
Shares were outstanding as of July 26, 1996, at a price not in excess of $36.00
nor less than $30.00 net per Share in cash upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 30, 1996 (the "Offer
to Purchase"), and in the related Letter of Transmittal, which together
constitute the "Offer," copies of which are attached as Exhibit (a)(1) and
(a)(2) to the Statement. Capitalized terms defined in the Statement and not
otherwise defined herein shall have the meanings specified in the Statement.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in "Summary," "Introduction," "The Offer
- -- Section 2, Purpose of the Offer; Certain Effects of the Offer" and "The Offer
- -- Section 11, Interest of Directors and Officers; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase, and in such other references as may
appear elsewhere in the Offer to Purchase, is hereby amended and clarified by
the following information:
As of July 26, 1996, the Company had issued and outstanding 72,536,700
Shares and had reserved for issuance upon exercise of outstanding stock options
11,070,179 Shares. The 24,000,000 Shares that the Company is offering to
purchase represent approximately 33.1% of the Shares then outstanding. As of
July 26, 1996, Paul Fireman, Chairman and Chief Executive Officer of the
Company, and his wife Phyllis (the "Firemans") beneficially owned an aggregate
of 12,715,158 Shares, representing approximately 16.9% of the outstanding
Shares, assuming the exercise by Paul Fireman of his currently exercisable
options for the purchase of 2,500,000 Shares (the "Fireman Option"), but
excluding the 1,525,000 Shares owned by certain trusts associated with the
Firemans ("Trusts"), as to which they disclaim beneficial ownership (the "Trust
Shares"). As of July 26, 1996, the Company's directors and executive officers
as a group (14 persons) beneficially owned an aggregate of 8,958,764 Shares
(which include the Shares beneficially owned by Paul Fireman, exclude the
Shares beneficially owned by Phyllis Fireman, as to which Mr. Fireman disclaims
beneficial ownership, and exclude the Trust Shares) representing approximately
11.8% of the outstanding Shares, assuming the exercise by such persons of their
currently exercisable options. Each of the Firemans and each of the Company's
other executive officers and directors has advised the Company that he or she
does not intend to tender any Shares pursuant to the Offer. The Company has
been informed that the Trustees of the Trusts have not yet determined whether
to tender any Shares pursuant to the Offer. If the Company purchases 24,000,000
Shares pursuant to the Offer, then after the purchase of Shares pursuant to the
Offer, the Firemans would own beneficially approximately 24.9% of the
outstanding Shares immediately after the Offer, assuming the exercise by Paul
Fireman of the Fireman Option but excluding the Trust Shares, and the Company's
executive officers and directors as a group would own beneficially
approximately 17.3% of the outstanding Shares immediately after the Offer,
assuming the exercise by such persons of their currently exercisable options
but excluding the Trust Shares. In addition, assuming the repurchase of the
24,000,000 Shares, the Company's executive officers and directors as a group,
together with Mrs. Fireman, would own approximately 27.1% of the total Shares
outstanding, assuming the exercise by such persons of their currently
exercisable options but excluding the Trust Shares.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "The Offer -- Section 11, Interest of
Directors and Officers; Transactions and Arrangements Concerning Shares" of the
Offer to Purchase is amended and clarified by the information set forth under
Item 3 above.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction" and "The Offer -- Section 2,
Purpose of the Offer; Certain Effects of the Offer," and "The Offer -- Section
11, Interest of Directors and Officers, Transactions and Arrangements Concerning
Shares" of the Offer to Purchase is amended and clarified by the information set
forth under Item 3 above.
ITEM 8. ADDITIONAL INFORMATION.
(e) On August 9, 1996, the Company issued a press release, a copy of which
is filed as Exhibit (a)(9) hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(9) Press Release dated August 9, 1996.
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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 Schedule 13E-4 is true, complete and
correct.
August 9, 1996 REEBOK INTERNATIONAL LTD.
By: /s/ Kenneth Watchmaker
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Name: Kenneth Watchmaker
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit (a)(9) Press Release dated August 9, 1996
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EXHIBIT 99.(a)(9)
For Immediate Release Contacts: Joanne Parker, Investor Relations
- --------------------- (617) 341-7017
Leo Vannoni, Treasurer
(617) 341-7259
REEBOK FILES AMENDMENT TO TENDER OFFER STATEMENT
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Stoughton, MA, August 9, 1996 -- Reebok International Ltd. (NYSE:RBK) today
filed with the Securities and Exchange Commission an amendment to its tender
offer statement regarding the Company's previously announced "Dutch Auction"
self-tender offer. The latest filing amends and clarifies certain information
with respect to the number of shares and options held by the Company's
directors and executive officers.
Both the original tender offer document and the amendment can be obtained
directly from the Securities and Exchange Commission or on the World Wide Web at
http://www.sec.gov.
Reebok's "Dutch Auction" self-tender offer, which was announced on July 29,
1996, represents an offer to purchase up to 24,000,000 shares of the Company's
Common Stock at a price ranging from $30.00 to $36.00 per share in cash. The
offer commenced on July 30, 1996 and will expire on August 27, 1996, unless
extended.
Reebok International Ltd., headquartered in Stoughton, MA, is a leading
worldwide designer, marketer and distributor of sports, fitness and casual
footwear, apparel and equipment. Principal operating units include the Reebok
Division and the Rockport Company, Inc. Sales for 1995 totaled approximately
$3.5 billion.
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