Supplement dated December 18, 2000
to
OFFER TO PURCHASE FOR CASH
by
DESIGNS, INC.
of
Up to 1,500,000 Shares of Its Common Stock
At a Purchase Price Not Greater Than $3.00 Nor Less
Than an Increased Minimum of $2.50 Per Share
------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.
------------------------------------------------------------------------------
Designs, Inc., a Delaware corporation (the "Company"), hereby supplements
and amends its offer to purchase shares of its common stock, par value $0.01 per
share, at a price not greater than $3.00 nor less than an increased minimum of
$2.50 per share in cash, as specified by tendering stockholders, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
14, 2000, as supplemented by this Supplement, and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"offer").
The Company will, upon the terms and subject to the conditions of the
offer, determine a single per share price (not greater than $3.00 nor less than
$2.50 per share), net to the seller in cash (the "Purchase Price"), that it will
pay for shares validly tendered and not withdrawn pursuant to the offer, taking
into account the number of shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,500,000 shares of its common stock validly tendered and
not withdrawn pursuant to the offer (or such lesser number of shares as are
validly tendered at prices not greater than $3.00 nor less than $2.50 per share,
or were validly tendered prior to the date hereof at prices below $2.50 but not
less than $2.20 per share). The Company will pay the Purchase Price for all
shares validly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the offer, including
the terms thereof relating to proration and conditional tenders. Under
applicable regulations of the Securities and Exchange Commission (the "SEC"), up
to an additional 315,639 shares, or 2% of the outstanding shares, may be
purchased without amending or extending the offer. Shares tendered at prices in
excess of the Purchase Price and shares not purchased because of proration or
conditional tenders will be returned.
The Company was advised by Equiserve Trust Company, the Depositary for the
offer, that, as of December 15, 2000, a total of 3,472,996 shares were tendered
in the offer. This includes 50,250 shares, tendered through notices of
guaranteed delivery, which had not yet been received by the Depositary. Any
stockholder who requires tender offer materials may contact D.F. King and Co.,
the Information Agent for the offer, at the address and telephone number
indicated below.
Procedures for tendering shares are set forth in Section 3 of the Offer to
Purchase. Tendering stockholders may continue to use the Letter of Transmittal
which was previously circulated. While that Letter of Transmittal indicates that
the Company is offering to pay $2.20 to $3.00 per share, stockholders using that
Letter of Transmittal will nevertheless be subject to the increased minimum of
$2.50 per share.
As the Company announced on December 12, 2000, it has entered into a
definitive agreement with Fleet Retail Finance Inc. which, among other things,
completes the anticipated definitive documentation of the agreement in principle
referred to under "Source and Amount of Funds" and elsewhere in the Offer to
Purchase. The amendment, among other things, confirmed the Company's ability to
use funds for the purchase of its stock, including pursuant to the offer.
<PAGE>
Condition (4) under "Certain Conditions of the Offer" in the Offer to
Purchase is clarified as follows:
"(4) any change shall occur or be
threatened in the business, condition
(financial or otherwise), income, operations or
prospects of Designs, Inc. and its
subsidiaries, taken as a whole, other than
voluntary action by Designs, Inc., which in the
reasonable judgment of Designs, Inc. is or may
be material to the consummation of the offer or
otherwise material to Designs, Inc. and its
subsidiaries, taken as a whole; or"
The offer is subject to reasonable satisfaction of the stated conditions,
and the Company is limited to reasonable discretion in determining whether any
condition has been satisfied. Conditions (1) and (3) under "Certain Conditions
of the Offer" in the Offer to Purchase are clarified to refer, in each case, to
"the reasonable judgment of Designs, Inc." rather than "the sole judgment of
Designs, Inc." as the relevant standard. All offer conditions, other than
necessary government approvals, must be satisfied or waived prior to the
expiration of the offer. The Company will not assert any conditions to the offer
after expiration. For purposes of Condition (3), the Company would consider a
decrease of more than 20% in the market price of the Company's shares to be a
"significant decrease".
For additional information regarding the Company's bank financing,
reference is made to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 28, 2000, filed with the SEC on December 12, 2000, and to
the text of the Second Amended and Restated Loan and Security Agreement filed as
Exhibit 10.12 to that Form 10-Q, as well as to Amendment No. 1 to the Company's
Tender Offer Statement on Schedule TO filed with the SEC on December 18, 2000,
all of which are incorporated by reference herein.
The Company has also filed with the SEC an Amendment No. 1 to Tender Offer
Statement on Schedule TO dated December 18, 2000 which includes additional
information with respect to the offer, which is incorporated by reference
herein. Such amendment, together with the Schedule TO and any future amendments
thereto (if any), as well as reports, proxy statements and other information
regarding the Company, are available through the SEC's web site at
http://www.sec.gov, and may also be obtained as described under "Where You Can
Find More Information" in the Offer to Purchase.
Except as otherwise set forth in this Supplement, the terms and conditions
set forth in the Offer to Purchase and the Letter of Transmittal are applicable
in all respects to the offer. The information set forth herein should be read in
conjunction with the Offer to Purchase, and unless the context requires
otherwise, terms not defined herein which are defined in the Offer to Purchase
have the meanings ascribed to them in the Offer to Purchase.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 755-7520
