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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION
14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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SUNGLASS HUT INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
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LUXOTTICA GROUP S.P.A.
LUXOTTICA S.P.A.
SHADE ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
86736F106
(CUSIP Number of Class of Securities)
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ROBERTO CHEMELLO
LUXOTTICA GROUP S.P.A.
PIAZZALE LOTTO, 2
MILAN 20148 ITALY
(39) 02-499-841
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
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COPIES TO:
JONATHAN GOLDSTEIN, ESQ. BRUCE E. MACDONOUGH, ESQ.
DANIEL A. NINIVAGGI, ESQ. BRIAN H. BLANEY, ESQ.
WINSTON & STRAWN GREENBERG TRAURIG, LLP
200 PARK AVENUE ONE EAST CAMELBACK ROAD, SUITE 1100
NEW YORK, NEW YORK 10166 PHOENIX, ARIZONA 85012
(212) 294-6700 (602) 263-2300
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$518,416,907 $103,684
* For purposes of calculating the filing fee, the transaction value was
calculated on the basis of (i) 40,136,132 shares of common stock of Sunglass
Hut International, Inc. (the "Common Stock"), (ii) 4,943,599 shares subject
to options and warrants to purchase Common Stock, which, for purposes of
calculating this fee, are all assumed to be exercisable and (iii) the tender
offer price of $11.50 per share. Based on the foregoing, the transaction
value is equal to the product of 45,079,731 shares and $11.50 per share. The
amount of the filing fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/X/ 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.
Amount Previously Paid: $103,684.
Form or Registration No.: Schedule TO (File No. 005-43307).
Filing Parties: Luxottica Group S.p.A., Luxottica S.p.A. and Shade
Acquisition Corp.
Date Filed: March 5, 2001, as amended on March 21, 2001.
/ / 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:
/X/ third-party tender offer subject to Rule 14d-1.
/ / 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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Luxottica Group S.p.A., Luxottica S.p.A. and Shade Acquisition Corp. hereby
amend and supplement their Tender Offer Statement on Schedule TO, filed on
March 5, 2001 (as amended, the "Schedule TO"), with respect to Shade Acquisition
Corp.'s Offer for all of the issued and outstanding shares of common stock of
Sunglass Hut International, Inc., as set forth in this Amendment No. 2. Unless
otherwise indicated, all capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
At 11:59 p.m., New York City time, on March 26, 2001, the 15 calendar day
waiting period applicable to the Offer under the HSR Act expired. The expiration
of the waiting period was one of the conditions to Purchaser's obligations under
the Merger Agreement to accept for payment and pay for Shares tendered pursuant
to the Offer. On March 27, 2001, Parent and the Company issued a joint press
release, a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(9) Text of Joint Press Release, dated March 27, 2001, issued by
Luxottica Group S.p.A. and Sunglass Hut International, Inc.,
announcing the expiration of the HSR waiting period.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LUXOTTICA GROUP S.P.A.
By: /s/ LEONARDO DEL VECCHIO
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Leonardo Del Vecchio
Title: Chairman of the Board of Directors
Dated: March 27, 2001
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SHADE ACQUISITION CORP.
By: /s/ ROBERTO CHEMELLO
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Roberto Chemello
Title: Chief Executive Officer and
Director
Dated: March 27, 2001
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LUXOTTICA S.P.A.
By: /s/ ROBERTO CHEMELLO
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Roberto Chemello
Title: Chief Executive Officer
Dated: March 27, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(9) Text of Joint Press Release, dated March 27, 2001, issued by
Luxottica Group S.p.A. and Sunglass Hut International, Inc.,
announcing the expiration of the HSR waiting period.