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
(Amendment No. 2)
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DESIGNS, INC.
(Name of Subject Company (Issuer))
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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)
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Copy to:
Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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|_| 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: |_|
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This Amendment No. 2 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO originally filed by Designs, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"SEC") on November 15, 2000. This Amendment No. 2 to Schedule TO relates to the
tender offer by the Company to purchase up to 1,500,000 shares of its common
stock, par value $0.01 per share, or such lesser number of shares as are
properly tendered and not properly withdrawn, at a price not greater than $3.00
nor less than $2.50 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated November 14,
2000 and the related Letter of Transmittal, which, as amended or supplemented
from time to time, constitute the offer. Except as amended and supplemented
hereby, the Schedule TO filed by the Company on November 15, 2000 remains in
effect.
Item 12. Exhibits.
Item 12 is amended by adding the following exhibits:
99.1 Press Release of Designs, Inc. dated December 18, 2000
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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 19, 2000
By: /s/ DENNIS HERNREICH
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Name: Dennis Hernreich
Title: Senior Vice President and
Chief Financial Officer
