- Tender offer statement by Third Party (SC TO-T)
01 Marzo 2010 - 12:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Name of Subject Company (Issuer))
The Talbots, Inc.
(Names of Filing Person (Offeror))
COMMON STOCK WARRANTS
(Title of Class of Securities)
055637110
(CUSIP Number of Class of Securities)
Richard T. OConnell, Jr.
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
(781) 749-7600 (Phone)
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Morton A. Pierce
Ivan Presant
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
CALCULATION OF FILING FEE
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Amount of
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Transaction Valuation(1):
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Filing Fee(2):
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$66,732,000
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$
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4,942
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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Amount previously paid:
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$4,942
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Form or registration no.:
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Form S-4
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Filing Party:
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The Talbots, Inc.
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Date Filed:
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March 1, 2010
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o
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Check the box if the filing relates solely to preliminary
communications made
before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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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:
o
INTRODUCTION
This Tender Offer Statement on Schedule TO is filed by The Talbots, Inc., a Delaware corporation
(Talbots). This Schedule TO relates to the offer by Talbots to exchange (the Exchange Offer)
each outstanding warrant (the BPW Warrants) to acquire shares of common stock of BPW Acquisition
Corp. (BPW) for shares of common stock, par value $0.01 per share, of Talbots (the Talbots
Common Stock) or warrants to acquire shares of Talbots Common Stock (the Talbots Warrants).
Talbots has filed with the Securities and Exchange Commission a registration statement on Form S-4
dated March 1, 2010 (the Registration Statement), relating to the Exchange Offer. The terms
and conditions of the Exchange Offer, as well as a description of Talbots and other information
required by Schedule TO, are set forth in the prospectus/offer to exchange which is part of the
Registration Statement, and the related Letter of Election and Transmittal, which is filed as
Exhibit 99.07 to the Registration Statement (collectively, the Offer to Exchange).
Pursuant to the Offer to Exchange, each BPW Warrant validly tendered and not withdrawn in the
Exchange Offer will be exchanged, at the election of the holder of such warrant, for either (i) a
number of shares of Talbots Common Stock (the Common Stock Exchange Ratio) equal to the greater
of (a) 0.09853 and (b) the quotient (rounded to the nearest one hundred-thousandth) obtained dividing
$1.125 by the average of the daily volume weighted average prices per share (calculated to the
nearest one-hundredth of one cent) of shares of Talbots Common Stock, on the New York Stock
Exchange over the 5 consecutive trading days immediately preceding the date of completion of the
merger contemplated by the Agreement and Plan of Merger, dated as of December 8, 2009, by and among
Talbots, Tailor Acquisition, Inc., or Merger Sub, and BPW, as amended by the First Amendment to the
Agreement and Plan of Merger, dated as of February 16, 2010, provided that if such quotient is
greater than 0.13235, such quotient shall be deemed to be 0.13235, and if such quotient is less
than 0.09000, then such quotient shall be deemed to be 0.09000, or (ii) a number of Talbots
Warrants, based on an exchange ratio equal to the product obtained by multiplying 10 times the
Common Stock Exchange Ratio, subject, in each case, to the election
procedures and proration procedures described in the Offer to Exchange.
Items 1 through 9, and Item 11.
All of the information in the prospectus/offer to exchange, and any prospectus supplement or other
amendment or supplement thereto related to the Exchange Offer hereafter filed with the SEC by
Talbots, is hereby incorporated by reference into Items 1 through 9 and 11 of this Schedule TO.
Item 10.
Financial Statements
The information set forth in the prospectus/offer to exchange under the sections entitled Selected
Historical Financial Data of Talbots, Selected Historical Financial Data of BPW and Unaudited Pro
Forma Condensed Combined Financial Information are incorporated herein by reference.
Item 12.
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Exhibit No.
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Description of Exhibit
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(a)(1)(A)
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Form of Letter of Election and Transmittal*
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(a)(1)(B)
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Internal Revenue Service Form W-9 (included with the Form of Letter of Election and Transmittal)*
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(a)(1)(C)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
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(a)(1)(D)
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Form of Letter to Clients*
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Exhibit No.
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Description of Exhibit
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(a)(2)
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Not applicable
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(a)(3)
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Not applicable
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(a)(4)
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Prospectus/Offer to Exchange relating to warrants and shares
of common stock of The Talbots, Inc., to be issued in the
Exchange Offer*
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(b)
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Not applicable
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(d
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Not applicable
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(g)
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Not applicable
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(h)
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Not applicable
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*
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Incorporated by reference to the Registration Statement
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Item 13
Not applicable.
SIGNATURES
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.
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THE TALBOTS, INC.
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Dated: February 26, 2010
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By:
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/s/ Michael Scarpa
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Name:
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Michael Scarpa
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Title:
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Chief Operating Officer, Chief
Financial Officer and Treasurer
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Exhibit Index
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Exhibit No.
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Description of Exhibit
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(a)(1)(A)
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Form of Letter of Election and Transmittal*
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(a)(1)(B)
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Internal Revenue Service Form W-9 (included with the Form of Letter of Election and Transmittal)*
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(a)(1)(C)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
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(a)(1)(D)
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Form of Letter to Clients*
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(a)(2)
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Not applicable
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(a)(3)
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Not applicable
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(a)(4)
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Prospectus/Offer to Exchange relating to warrants and shares
of common stock of The Talbots, Inc., to be issued in the
Exchange Offer*
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(b)
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Not applicable
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(d
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Not applicable
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(g)
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Not applicable
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(h)
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Not applicable
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*
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Incorporated by reference to the Registration Statement
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