UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
HAMPSHIRE GROUP, LIMITED
(Name of Subject Company (issuer))
NAF ACQUISITION CORP.
(Offeror)
A Wholly-Owned Subsidiary of
NAF HOLDINGS II, LLC
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.10 per Share
(Title of Class of Securities)
408859106
(CUSIP Number of Class of Securities)
Efrem Gerszberg, Manager
NAF Holdings II, LLC
111 North Market—Suite 1300
Wilmington, DE 19890
(302) 651-8314
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons))
Copies to:
Frank E. Lawatsch, Jr., Esq.
Scott Warren Goodman, Esq.
Day Pitney LLP
7 Times Square
New York, NY 10036
Calculation of Filing Fee:
| |
| Transaction valuation(1) | | Amount of filing fee(2) |
| | | |
| $30,353,865.75 | | $1,192.91 |
| | | |
| | | |
| (1) | The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The calculation assumes the purchase of all outstanding common shares of Hampshire Group, Limited (“Hampshire”), par value $0.10 (the “Shares”), at a purchase price of $5.55 per Share, net to the holder thereof in cash. According to Hampshire, as of the close of business on October 31, 2008, 5,469,165 Shares were issued and outstanding. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction valuation by 0.0000393. |
| 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: $1,192.91 Form or Registration No.: SC-TO Filing Party: NAF Holdings II, LLC and NAF Acquisition Corp. Date Filed: February 27, 2009 |
| o | 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:
ý third party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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: x
This Amendment No. 4 to Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2009, amends and supplements the Tender Offer Statement filed under cover of Schedule TO filed with the SEC on February 27, 2009, as amended by Amendment No. 1 thereto filed with the SEC on March 31, 2009, as further amended by Amendment No. 2 thereto filed with the SEC on April 1, 2009, and as further amended by Amendment No. 3 thereto filed with the SEC on April 20, 2009 (the “Schedule TO”). This Amendment relates to the offer (the “Offer”) by NAF Acquisition Corp. (“NAF Acquisition Corp.”), a Delaware corporation and wholly-owned subsidiary of NAF Holdings II, LLC (“NAF”), a Delaware limited liability company, to purchase all outstanding shares of common stock, par value $0.10 per share (“Common Stock”) (such shares of Common Stock, the “Shares”), of Hampshire Group, Limited, a Delaware corporation (“Hampshire”), at a purchase price of $5.55 per Share net to the holder thereof in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 27, 2009 (the “Offer to Purchase”), a copy of which was previously filed with the Schedule TO as Exhibit (a)(1)(i) as previously amended and supplemented, and in the related Letter of Transmittal, a copy of which was previously filed with the Schedule TO as Exhibit (a)(1)(ii). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule TO.
The information set forth in the Schedule TO is incorporated into this Amendment by reference to all of the applicable items in the Schedule TO, except to the extent that such information is amended and supplemented as specifically provided in this Amendment. You should read this Amendment together with the Schedule TO.
ITEM 4 TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
NAF Holdings II, LLC announced on April 27, 2009 that its previously announced cash tender offer, through its wholly-owned subsidiary, NAF Acquisition Corp., for all outstanding shares (“Shares”) of common stock of Hampshire Group, Limited (Pink Sheets: HAMP.PK) was terminated because, among other things, certain conditions to the tender offer to be satisfied by Hampshire were not satisfied prior to the expiration of the tender offer. No Shares will be accepted in the tender offer and the previously announced tender offer consideration will not be paid or become payable to holders of the Shares who validly tendered and did not withdraw. All Shares previously tendered and not withdrawn will be returned promptly to the holders thereof (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained at The Depository Trust Company from which such Shares were delivered).
The tender offer expired at 12:00 Midnight, New York City time, on Friday, April 24, 2009. The depositary for the offer has advised that, as of 12:00 Midnight, New York City time, on April 24, 2009, an aggregate of approximately 5,120,856 shares of Hampshire common stock had been tendered into, and not withdrawn from, the tender offer, representing more than 93% of the outstanding shares of common stock.
NAF Holdings II also announced the termination of the Agreement and Plan of Merger, pursuant to which the tender offer was made, dated as of February 23, 2009, by and among NAF Holdings II, NAF Acquisition and Hampshire.
On April 27, 2009, NAF Holdings II issued a press release announcing termination of the Offer and the Agreement and Plan of Merger. The full text of the press release is attached hereto as Exhibit (a)(i)(xii) and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and restated in its entirety as follows:
| (a)(1)(i) | | Offer to Purchase dated February 27, 2009.* |
| | | |
| (a)(1)(ii) | | Letter of Transmittal.* |
| | | |
| (a)(1)(iii) | | Notice of Guaranteed Delivery.* |
| | | |
| (a)(1)(iv) | | Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* |
| | | |
| (a)(1)(v) | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| | | |
| (a)(1)(vi) | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
| (a)(1)(vii) | | Press release by Hampshire Group, Limited dated February 24, 2009, announcing execution of the Tender Offer Agreement by NAF Holdings II, LLC, NAF Acquisition Corp. and Hampshire Group, Limited.* |
| | | |
| (a)(1)(viii) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated March 30, 2009, announcing extension of the Expiration Time of the Offer.* |
| | | |
| (a)(1)(ix) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated March 30, 2009, relating to the Expiration Time of the Offer.* |
| | | |
| (a)(1)(x) | | Press release by NAF Holdings II, LLC dated April 1, 2009, announcing extension of the Expiration Time of the Offer.* |
| | | |
| (a)(1)(xi) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated April 20, 2009, announcing the amendment to the Agreement and Plan of Merger and the extension of the Expiration Time of the Offer. * |
| | | |
| (a)(1)(xii) | | Press release by NAF Holdings II, LLC, dated April 27, 2009, announcing termination of the Offer and Agreement and Plan of Merger. |
| | | |
| (b) | | None. |
| | | |
| (d)(i) | | Agreement and Plan of Merger, dated as of February 23, 2009 by and among NAF Holdings, LLC, NAF Acquisition Corp., and Hampshire Group, Limited.* |
| | | |
| (d)(ii) | | Amendment to Agreement and Plan of Merger, dated as of April 20, 2009 by and among NAF Holdings, LLC, NAF Acquisition Corp., and Hampshire Group, Limited. * |
| | | |
| (d)(iii) | | None. |
| | | |
| (g) | | None. |
| | | |
| (h) | | None. |
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.
| | | NAF HOLDINGS II, LLC |
| | | |
| | | By: | | |
| | | Name: | EFREM GERSZBERG |
| | | Title: | MANAGER |
| | | | |
| | | NAF ACQUISITION CORP. |
| | | |
| | | By: | /s/ EFREM GERSZBERG | |
| | | Name: | EFREM GERSZBERG |
| | | Title: | PRESIDENT |
Date: April 27, 2009
EXHIBIT INDEX
| (a)(1)(i) | | Offer to Purchase dated February 27, 2009.* |
| | | |
| (a)(1)(ii) | | Letter of Transmittal.* |
| | | |
| (a)(1)(iii) | | Notice of Guaranteed Delivery.* |
| | | |
| (a)(1)(iv) | | Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* |
| | | |
| (a)(1)(v) | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| | | |
| (a)(1)(vi) | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
| | | |
| (a)(1)(vii) | | Press release by Hampshire Group, Limited dated February 24, 2009, announcing execution of the Tender Offer Agreement by NAF Holdings II, LLC, NAF Acquisition Corp. and Hampshire Group, Limited.* |
| | | |
| (a)(1)(viii) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated March 30, 2009, announcing extension of the Expiration Time of the Offer.* |
| | | |
| (a)(1)(ix) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated March 30, 2009, relating to the Expiration Time of the Offer.* |
| | | |
| (a)(1)(x) | | Press release by NAF Holdings II, LLC dated April 1, 2009, announcing extension of the Expiration Time of the Offer.* |
| | | |
| (a)(1)(xi) | | Press release by NAF Holdings II, LLC and Hampshire Group, Limited, dated April 20, 2009, announcing the amendment to the Agreement and Plan of Merger and the extension of the Expiration Time of the Offer. * |
| | | |
| (a)(1)(xii) | | Press release by NAF Holdings II, LLC, dated April 27, 2009, announcing termination of the Offer and Agreement and Plan of Merger. |
| | | |
| (b) | | None. |
| | | |
| (d)(i) | | Agreement and Plan of Merger, dated as of February 23, 2009 by and among NAF Holdings, LLC, NAF Acquisition Corp., and Hampshire Group, Limited.* |
| | | |
| (d)(ii) | | Amendment to Agreement and Plan of Merger, dated as of April 20, 2009 by and among NAF Holdings, LLC, NAF Acquisition Corp., and Hampshire Group, Limited. * |
| | | |
| (d)(iii) | | None. |
| | | |
| (g) | | None. |
| | | |
| (h) | | None. |
