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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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AMENDMENT NO. 2
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. 2 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"), as
amended August 9, 1996 by Amendment No. 1, 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 8. ADDITIONAL INFORMATION.
(e) The information set forth in "The Offer -- Section 7, Certain
Conditions of the Offer" of the Offer to Purchase is amended and restated in
its entirety as follows:
7. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act, if at any time on or after July 29, 1996 and prior to
the Expiration Date any of the following events shall have occurred (or shall
have been determined by the Company to have occurred) that, in the Company's
judgment in any such case and regardless of the circumstances giving rise
thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
(a) there shall have been threatened, instituted or pending
any action or proceeding by any government or govermental,
regulatory or administrative agency, authority or tribunal
or any other person, domestic or foreign, before any
court, authority, agency or tribunal that directly or
indirectly (i) challenges the making of the Offer, the
acquisition of some or all of the Shares pursuant to the
Offer or otherwise relates in any manner to the Offer, or
(ii) in the Company's sole judgment, could materially and
adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, or otherwise
materially impair in any way the contemplated future
conduct of the business of the Company or any of its
subsidiaries or materially impair the contemplated
benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or
taken, or approval withheld, or any statute, rule,
regulation, judgment, order or injunction threatened,
proprosed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the Offer or the
Company or any of its subsidiaries, by any court or any
authority, agency or tribunal that, in the Company's sole
judgment, would or might directly or indirectly (i) make
the acceptance for payment of, or payment for, some or all
of the Shares illegal or otherwise restrict or prohibit
consummation of the Offer; (ii) delay or restrict the
ability of the Company, or render the Company unable, to
accept for payment or pay for some or all of the Shares;
(iii) materially impair the contemplated benefits of the
Offer to the Company; (iv) materially and adversely affect
the business, condition (financial or other), income,
operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the
business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on
any national securities exchange or in the
over-the-counter market; (ii) the declaration of a banking
moratorium or any suspension of payments in respect of
banks in the United States; (iii) the commencement of a
war, armed hostilities or other international or national
calamity directly or indirectly involving the United
States: (iv) any limitation (whether or not mandatory) by
any governmental, regulatory or administrative agency or
authority on, or any event that, in the Company's sole
judgment, might affect, the extension of credit by banks
or other lending institutions in the United States; (v)
any significant decrease in the market price of the
Shares or any change in the general political, market,
economic or financial conditions in the United States or
abroad that could, in the sole judgment of the Company,
have a material adverse effect on the Company's business,
operations or prospects or the trading in the Shares; (vi)
in the case of any of the foregoing existing at the time
of the commencement of the Offer, a material acceleration
or worsening thereof; or (vii) any decline in either the
Dow Jones Industrial Average or the Standard and Poor's
Index of 500 Industrial Companies by an amount in excess
of 10% measured from the close of business on July 29,
1996;
(d) a tender or exchange offer with respect to some or all of
the Shares (other than the Offer), or a merger or
acquisition proposal for the Company, shall have been
proposed, announced or made by another person or shall
have been publicly disclosed, or the Company shall have
learned that (i) any person or "group" (within the meaning
of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of
more than 5% of the outstanding Shares, or any new group
shall have been formed that beneficially owns more than 5%
of the outstanding Shares; or
(e) any change or changes shall have occurred in the business,
financial condition, assets, income, operations,
prospects or stock ownership of the Company or its
subsidiaries that, in the Company's sole judgment, is or
may be material to the Company or its subsidiaries.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and may
be waived by the Company, in whole or in part, at any time and from time to
time in its sole discretion. The Company's failure at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time. Any determination by the Company concerning the events
described above will be final and binding.
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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 27, 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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