AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 2
(FINAL AMENDMENT)
RULE 13-E TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
LEVI STRAUSS ASSOCIATES INC.
(NAME OF ISSUER)
LEVI STRAUSS ASSOCIATES INC.
LSAI HOLDING CORP.
LSAI ACQUISITION CORP.
ROBERT D. HAAS
PETER E. HAAS, SR.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, $0.10 PAR VALUE (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
JAY A. MITCHELL, ESQ. ROBERT D. HAAS ROBERT D. HAAS
LEVI STRAUSS ASSOCIATES INC. PETER E. HAAS, SR. LSAI ACQUISITION CORP.
LEVI'S PLAZA LSAI HOLDING CORP. C/O. HELLMAN & FRIEDMAN
1155 BATTERY STREET C/O HELLMAN & FRIEDMAN ONE MARITIME PLAZA, SUITE 1200
SAN FRANCISCO, CA 94111 ONE MARITIME PLAZA, SUITE 1200 SAN FRANCISCO, CA 94111
SAN FRANCISCO, CA 94111
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
PATRICIA A. VLAHAKIS, ESQ. ROBERT E. SPATT, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ SIMPSON THACHER & BARTLETT
51 WEST 52ND STREET 425 LEXINGTON AVENUE
NEW YORK, NY 10019 NEW YORK, NY 10017
February 14, 1996
(Date Information Statement First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. /X/ None of the above.<PAGE>
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. / /
CALCULATION OF FILING FEE
______________________________________________________________________________
TRANSACTION VALUATION AMOUNT OF FILING FEE
______________________________________________________________________________
$4,318,841,740/*/ $863,769
______________________________________________________________________________
/X/ Check 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.
Filing Parties: Levi Strauss Associates Inc.,
LSAI Holding Corp.,
LSAI Acquisition Corp.,
Robert D. Haas and Peter E. Haas, Sr.
Form on Registration No.: Schedule 13E-3 and Amendment No. 1 thereto
Date Filed: February 14, 1996, March 13, 1996
Amount Previously Paid: $513,989/*/
______________________________________________________________________________
* For purposes of calculation of the filing fee only. This transaction
relates to the merger (the "Merger") of a wholly owned subsidiary of
LSAI Holding Corp. ("Holdings") with and into Levi Strauss Associates
Inc. (the "Company"). The "Transaction Valuation" amount referenced
above is based upon the product of (i) 16,297,516, the number of
outstanding shares of Class E Common Stock, par value $0.10 per share
("Class E Shares") and Class L Common Stock, par value $0.10 per share
("Class L Shares" and together with the Class E Shares, the "Shares")
of the Company (not including Shares held in the treasury of the
Company or which, prior to consummation of the Merger, will be owned
by Holdings) and (ii) $265, the cash price per Share to be paid in the
Merger. In accordance with Rule 0-11 under the Securities Exchange
Act of 1934, the filing fee is determined by multiplying the amount
calculated pursuant to the preceding sentence by 1/50th of one
percent. On February 14, 1996, a filing fee of $450,559 was paid in
connection with the initial filing of this Schedule 13E-3. Such
filing fee was based upon the exchange of 8,501,095 Shares in the
Merger at the same $265 cash price. On March 13, 1996, because an
additional 1,196,806 Shares were expected to be exchanged in the
Merger, an additional filing fee of $63,430 was paid in connection
with the filing of Amendment No. 1 to this Schedule 13E-3, equal to
1/50th of one percent of the product of (i) 1,196,806 and (ii) $265,
rounded up to the nearest dollar. As of the date of this Amendment
No. 2, the final amounts have been determined, and, because the
Company has learned that an additional 6,599,615 Shares were exchanged
in the Merger, an additional filing fee of $349,780, equal to 1/50th
of one percent of the product of (i) 6,599,615 and (ii) $265, rounded
up to the nearest dollar, has been paid with the filing of this
Amendment No. 2. <PAGE>
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3, as amended (the "Statement"), originally
filed by Levi Strauss Associates Inc., a Delaware corporation ("LSAI"
or the "Company"), LSAI Holding Corp., a Delaware corporation
("Holdings"), and LSAI Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Holdings ("Merger Sub") on February 14,
1996, which Statement relates to an Agreement and Plan of Merger,
dated as of February 8, 1996, among LSAI, Holdings, and Merger Sub
(the "Merger Agreement"), pursuant to which Merger Sub has merged with
and into LSAI (the "Merger" or the "Transaction"), with the result
that LSAI has become a wholly owned subsidiary of Holdings.
Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Statement. The Statement, and this
Amendment No. 2, are also being filed by Mr. Robert D. Haas and Mr.
Peter E. Haas, Sr.; however, neither Robert D. Haas nor Peter E. Haas,
Sr. concedes, by virtue of having filed the Statement or any amendment
thereto, that he is or should be deemed to be engaged in a Rule 13e-3
Transaction in an individual capacity, or in any manner other than
through his interest in Holdings as described herein.<PAGE>
By this Amendment No. 2, the Statement is hereby amended and
supplemented as set forth below:
ITEM 16 ADDITIONAL INFORMATION
Item 16 is hereby amended and restated in its entirety as
follows:
On April 17, 1996, the Merger was consummated, and the
Company became a wholly-owned subsidiary of Holdings.<PAGE>
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND
BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION
SET FORTH IN THIS AMENDMENT IS TRUE, COMPLETE AND CORRECT.
LEVI STRAUSS ASSOCIATES INC.
By: /s/ Joseph M. Maurer
Name: Joseph M. Maurer
Title: Vice President and Treasurer
LSAI HOLDING CORP.
By: /s/ Robert D. Haas
Name: Robert D. Haas
Title: President
LSAI ACQUISITION CORP.
By: /s/ Robert D. Haas
Name: Robert D. Haas
Title: President
ROBERT D. HAAS
By: /s/ Robert D. Haas
PETER E. HAAS, SR.
By: /s/ Peter E. Haas, Sr.
Date: April 17, 1996
