As filed with the Securities and Exchange Commission on November 3, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DESIGNS, INC.
(Name of Subject Company (Issuer))
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DESIGNS, INC.
(Offeror)
(Names 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 Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copies to:
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
<PAGE>
/ X / 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>
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ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
1. Press Release issued by Designs, Inc. on November 3, 2000.
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
1. Press Release issued by Designs, Inc. on November 3, 2000.
<PAGE>
Exhibit 1.
Filed by Designs, Inc.
Pursuant to Section 14(d)/13(e) of the Securities Exchange Act of 1934
Filer: Designs, Inc.
Subject Company: Designs, Inc.
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 PLANS FOR DUTCH AUCTION TENDER OFFER
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(Needham, MA, November 3, 2000) -- Designs, Inc. (NASDAQ: DESI), operator of
Levi's(R) and Dockers(R) Outlet stores, today announced that its Board of
Directors has authorized a proposed "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. Commencement of the proposed tender offer will
be subject to, among other things, completion of all regulatory filings and
financing arrangements.
The offer is expected to commence by approximately November 13, 2000.
Shareholders will be invited to sell their shares to the Company at prices
determined by the tendering shareholders within a range to be specified in the
proposed offer, expected not to be in excess of $3.00 nor less than $2.20 per
share, in ten-cent ($0.10) increments, subject to market conditions. There is no
certainty that the Company will purchase all shares tendered in the contemplated
offer, and in the event of an over-subscription within the specified range, the
Company would accept shares on a pro rata basis.
Seymour Holtzman, Chairman of the Board, said, "We believe that our shares
continue to be undervalued in the public market, and that the offer is
consistent with our long-term corporate strategy of seeking to increase
shareholder value. For the past two years there has been limited liquidity in
the marketplace for our stock and small purchases or sales can cause significant
fluctuations in the stock price. The proposed "Dutch Auction" tender offer will
permit shareholders who want to sell their stock to do so in a liquid and stable
market."
<PAGE>
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 proposed offer.
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. COMMENCEMENT OF THE PROPOSED TENDER OFFER IS SUBJECT TO, AMONG OTHER
THINGS, COMPLETION OF ALL REGULATORY FILINGS. ANY SOLICITATION OF OFFERS TO BUY
DESIGNS, INC. COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS TO BE SENT BY DESIGNS, INC. TO ITS SHAREHOLDERS UPON
COMMENCEMENT OF THE PROPOSED OFFER. SHAREHOLDERS SHOULD CAREFULLY READ THOSE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER.
SHAREHOLDERS WILL BE ABLE TO 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 WHEN
THESE DOCUMENTS BECOME AVAILABLE. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN
COPIES OF THE OFFER TO PURCHASE AND RELATED MATERIALS, WITHOUT CHARGE, WHEN
AVAILABLE, 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.
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 forwarding-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 107 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.
