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. 1)
Belk, Inc.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Class A Common Stock, $0.01 Par Value
Class B Common Stock, $0.01 Par Value
(Title of Class of Securities)
Class A — 07784H109
Class B — 07783B103
(CUSIP Number of Class of Securities)
| Ralph A. Pitts | ||
| Executive Vice President, | ||
| General Counsel | With a Copy to: | |
| and Corporate Secretary | John D. Capers, Jr. | |
| Belk, Inc. | King & Spalding LLP | |
| 2801 West Tyvola Road | 1180 Peachtree Street | |
| Charlotte, NC 28217-4500 | Atlanta, GA 30309 | |
| (704) 357-1000 | (404) 572-4600 |
(Name, address and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
| Transaction valuation* | Amount of filing fee | |
| $100,000,000 | $13,640 |
*Calculated solely for the purpose of determining the filing fee. This calculation assumes the purchase of 2,000,000 shares at $50.00 per share.
| þ | 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: $13,640 | ||
| Form or Registration Number: Schedule TO | ||
| Filing Party: Belk, Inc. | ||
| Date Filed: April 25, 2013 | ||
| ¨ | 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. | |
| þ | 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 a tender offer: ¨
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed on April 25, 2013 by Belk, Inc., a Delaware corporation, in connection with its offer to purchase up to 1,500,000 shares of its Class A common stock, $0.01 par value per share, and up to 500,000 shares of its Class B common stock, $0.01 par value per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2013, and in the related Letter of Transmittal.
The information in the Offer to Purchase is hereby expressly incorporated in this Amendment No. 1 to Schedule TO by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
The section under the heading “9. Certain Information About Belk – SELECTED FINANCIAL DATA” of the Offer to Purchase is hereby supplemented by adding the following information:
The summary historical consolidated financial data presented below are derived from audited consolidated financial statements of the Company as of and for the fiscal years ended February 2, 2013 and January 28, 2012. The pro forma financial data presented below gives effect to the purchase by us of 1,500,000 shares of Class A common stock and 500,000 shares of Class B common stock at $50.00 per share pursuant to the Offer as if the Offer were completed as of February 2, 2013 in the case of balance sheet data, and as of January 28, 2012 in the case of statement of income data.
This pro forma financial data is presented for informational purposes and is not indicative of the operating results that would have occurred had the Offer been consummated as of these dates. Accordingly, this pro forma data is not necessarily indicative of future results. The financial data presented below should be read in conjunction with our consolidated financial statements and the notes thereto, included in the Annual Report on Form 10-K for the fiscal year ended February 2, 2013.
| Actual Fiscal Year Ended | Unaudited Pro Forma Fiscal Year Ended February 2, 2013 | |||||||||||
| February 2, 2013 | January 28, 2012 | |||||||||||
| (Dollars in Thousands, except per share data) | (Dollars in Thousands, except per share data) | |||||||||||
Statement of Income Data | ||||||||||||
Revenues | 3,956,866 | 3,699,592 | 3,956,866 | |||||||||
Cost of Goods Sold | 2,636,140 | 2,461,515 | 2,636,140 | |||||||||
Operating Income | 339,937 | 300,910 | 339,937 | |||||||||
Net Income | 188,370 | 183,148 | 188,338 | |||||||||
Basic Net Income Per Share | 4.34 | 4.04 | 4.55 | |||||||||
Diluted Net Income per Share | 4.31 | 4.02 | 4.52 | |||||||||
Basic Weighted Average Shares Outstanding | 43,435,314 | 45,355,941 | 41,435,314 | |||||||||
Diluted Weighted Average Shares Outstanding | 43,712,263 | 45,579,987 | 41,712,263 | |||||||||
Balance Sheet Data | ||||||||||||
Current Assets | 1,344,388 | 1,405,094 | 1,244,388 | |||||||||
Current Liabilities | 555,768 | 559,676 | 555,768 | |||||||||
Working Capital | 788,620 | 845,418 | 688,620 | |||||||||
Non Current Assets | 1,137,975 | 1,109,122 | 1,137,975 | |||||||||
Non Current Liabilities | 663,974 | 718,310 | 663,974 | |||||||||
Total Assets | 2,482,363 | 2,514,216 | 2,382,363 | |||||||||
Total Liabilities | 1,219,742 | 1,277,986 | 1,219,742 | |||||||||
Stockholders’ Equity | 1,262,621 | 1,236,230 | 1,162,621 | |||||||||
Book Value Per Share | 29.56 | 27.52 | 28.55 | |||||||||
Ratio of Earnings to Fixed Charges | 6.7 | 5.9 | 6.7 | |||||||||
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SIGNATURE
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.
Date: May 9, 2013
| Belk, Inc. | ||||||
| By: | /s/ Ralph A. Pitts | |||||
| Name: | Ralph A. Pitts | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
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Exhibits.
| (a)(1) * | Form of Offer to Purchase, dated April 25, 2013. | |
| (a)(2) * | Form of Letter of Transmittal, together with IRS Form W-9. | |
| (a)(3) * | Form of Letter to Stockholders of Belk from Thomas M. Belk, Jr., Chairman and Chief Executive Officer, dated April 25, 2013. | |
| (a)(4) * | Form of Notice of Guaranteed Delivery. | |
| (a)(5) * | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated April 25, 2013. | |
| (a)(6) * | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients. | |
| (a)(7) * | Appraiser’s Narrative Summary of the Fair Market Value of Belk, Inc. Common Stock as of February 2, 2013, prepared by Willamette Management Associates. | |
| (b) | Not applicable. | |
| (d)(1) | Belk, Inc. Revised Executive Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Belk’s Quarterly Report on Form 10-Q, filed on June 12, 2008). | |
| (d)(2) | Belk, Inc. 2010 Incentive Stock Plan (incorporated by reference to Exhibit A of Belk’s Proxy Statement for the Annual Meeting of Shareholders, filed on April 21, 2010). | |
| (d)(3) | Belk, Inc. 2011-2013 Stretch Incentive Plan (incorporated by reference to Exhibit 10.6 of Belk’s Annual Report on Form 10-K, filed on April 12, 2011). | |
| (d)(4) | Belk, Inc. 2014-2016 Stretch Incentive Plan (incorporated by reference to Exhibit 10.9 of Belk’s Annual Report on Form 10-K, filed on April 17, 2013). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed with the Schedule TO on April 25, 2013. |
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