FOR IMMEDIATE RELEASE
For Information, Contact:
Seymour Holtzman, Chairman of the Board
Jeff Unger, Investor Relations
Designs, Inc.
(781) 444-7222
RJ Falkner & Company, Inc.
Investor Relations Counsel
(800) 377-9893
[email protected]
DESIGNS, INC. ANNOUNCES COMMENCEMENT OF DUTCH AUCTION TENDER OFFER
(Needham, MA, November 15, 2000) -- Designs, Inc. (NASDAQ/NMS: DESI), operator
of Levi's(R) and Dockers(R) Outlet By Designs stores, today announced that it
has commenced a "Dutch Auction" tender offer for up to 1.5 million shares of the
Company's Common Stock, reserving the option to purchase up to an additional 1
million shares. The Company currently has approximately 15.8 million shares
outstanding.
Under the terms of the offer, the Company has invited the shareholders
to tender their shares to the Company at prices specified by the tendering
shareholders not in excess of $3.00 nor less than $2.20 per share, in ten-cent
($0.10) increments. There is no certainty that the Company will purchase all
shares tendered in the offer, and in the event of an over-subscription within
the specified range, the Company would accept shares on a pro rata basis. The
tender offer commenced today, November 15, 2000, and will expire at 5:00 pm EST,
on December 14, 2000, unless extended by the Company. Any shareholders who
require tender offer materials may contact the Information Agent for the offer
at the address and telephone number indicated below.
Designs, Inc. will select the lowest single per-share purchase price
that will allow it to buy 1,500,000 million shares, or up to an additional
1,000,000 shares at the Company's option. If a lesser number of shares is
properly tendered, the Company will purchase all shares properly tendered and
not withdrawn at the lowest single per-share price.
If the tender offer is over-subscribed, Designs, Inc. will purchase
first from shareholders owning fewer than 100 shares and tendering all such
shares at or below the purchase price determined by the Company and then from
all other shareholders tendering at or below such purchase price on a pro rata
basis. The tender offer will not be conditioned on any minimum number of shares
being tendered.
Neither the Company nor its Board of Directors is making any
recommendation to shareholders as to whether to tender or refrain from tendering
their shares or as to the purchase price on any tender. The Company has been
advised that neither the Company's directors or executive officers nor Jewelcor
Management, Inc., the Company's largest shareholder, intend to tender any shares
pursuant to the offer. D.F. King and Co., Inc. will act as Information Agent.
<PAGE>
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF DESIGNS, INC.'S COMMON
STOCK. THE SOLICITATION OF OFFERS TO BUY DESIGNS, INC. COMMON STOCK WILL ONLY BE
MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS DISTRIBUTED TO
SHAREHOLDERS BY DESIGNS, INC. SHAREHOLDERS SHOULD CAREFULLY READ THOSE MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND
CONDITIONS OF THE OFFER. SHAREHOLDERS CAN OBTAIN COPIES OF THE OFFER TO
PURCHASE, RELATED MATERIALS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION THROUGH THE COMMISSION'S WEB SITE AT http://www.sec.gov
WITHOUT CHARGE. SHAREHOLDERS CAN ALSO OBTAIN COPIES OF THE OFFER TO PURCHASE AND
RELATED ------------------ MATERIALS, WITHOUT CHARGE, FROM DESIGNS, INC. BY ORAL
OR WRITTEN REQUEST TO: DESIGNS, INC. ATTENTION: DENNIS HERNREICH, SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER, 66 B STREET, NEEDHAM, MASSACHUSETTS,
02494, OR FROM THE COMPANY'S INFORMATION AGENT, D.F. KING AND CO., INC., AT 77
WATER STREET, NEW YORK, N.Y. 10005, TELEPHONE 800-758-5880.
The discussion of forward-looking information requires management of the Company
to make certain estimates and assumptions regarding the Company's strategic
direction and the effect of such plans on the Company's financial results. The
Company's actual results and the implementation of its plans and operations may
differ materially from forward-looking statements made by the Company. The
Company encourages readers of forward-looking information concerning the Company
to refer to its prior filings with the Securities and Exchange Commission that
set forth certain risks and uncertainties that may have an impact on future
results and direction of the Company.
Designs, Inc. operates 106 Levi's(R)Outlet by Designs and Dockers(R)Outlet by
Designs stores. These stores are located in outlet parks and malls throughout
the eastern United States and Puerto Rico.
