UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
------------------------
DESIGNS, INC.
(Name of Subject Company (Issuer))
------------------------
DESIGNS, INC. (Offeror/Issuer)
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
25057L10
(CUSIP Number of Class of Securities)
Dennis Hernreich
c/o Designs, Inc.
66 B Street
Needham, Massachusetts 02494
(781) 444-7222
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
------------------------
Copy to:
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
------------------------
<PAGE>
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
------------------------
<PAGE>
This Amendment No. 3 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO, as previously amended, originally filed by
Designs, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "SEC") on November 15, 2000.
Item 12. Exhibits.
Item 12 is amended by adding the following exhibit:
99.1 Press Release of Designs, Inc. dated December 26, 2000
<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 26, 2000
DESIGNS, INC.
By: /s/ DENNIS HERNREICH
---------------------------------
Name: Dennis Hernreich
Title: Senior Vice President and
Chief Financial Officer
