- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
SWISS ARMY BRANDS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
------------------------
SABI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
VICTORINOX AG
(NAME OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
870827102
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHARLES ELSENER, SR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF VICTORINOX
VICTORINOX AG
SCHMIEDGASSE 57, CH-6438
IBACH-SCHWYZ, SWITZERLAND
41 41 81 81 211
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
------------------------
COPY TO:
CLAUDE A. BAUM, ESQ.
BROWN RUDNICK BERLACK ISRAELS LLP
120 WEST 45TH STREET
NEW YORK, NY 10036
TELEPHONE: (212) 704-0100
------------------------
CALCULATION OF FILING FEE
<Table>
<Caption>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$32,095,854 $2,952.82
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</Table>
* Estimated for purposes of calculating the filing fee. Calculated by
multiplying $9.00, the per share tender offer price, by 3,566,206, the sum of
(i) 2,666,706 currently outstanding shares of common stock of Swiss Army
Brands, Inc. and (ii) outstanding options with an exercise price of less than
$9.00 with respect to 899,500 shares of common stock. The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934.
[ ] 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: ---------- FILING PARTY: ----------
FORM OR REGISTRATION NO.: ---------- DATE FILED: ----------
[ ] 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.
[X] 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: [ ]
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Victorinox AG, a corporation organized under the laws of Switzerland
("Victorinox"), and SABI Acquisition Corp., a Delaware corporation ("Purchaser")
and a wholly owned subsidiary of Victorinox. This Schedule TO relates to the
third party offer (the "Offer") by Purchaser to purchase all of the outstanding
shares of common stock, par value $.10 per share (the "Shares"), of Swiss Army
Brands, Inc., a Delaware corporation (the "Company"), for $9.00 per share, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 23, 2002 (the "Offer to Purchase"), a copy of which is attached
hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of
which is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time, collectively
constitute the "Offer").
As permitted by General Instruction F to Schedule TO, all information in the
Offer to Purchase and the related Letter of Transmittal, including all schedules
and annexes thereto, is hereby incorporated by reference in response to Items 1
through 9 and 11 of this Schedule TO.
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ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
<Table>
(a)(1)(A) Offer to Purchase, dated July 23, 2002.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(G) Letter to Stockholders of the Company dated July 23, 2002,
incorporated by reference to Exhibit (a)(1)(G) of Schedule
13E-3, filed by the Company with the SEC on July 23, 2002.
(a)(5)(A) Press Release issued by Victorinox on June 12, 2002
announcing proposal of the Offer, incorporated by reference
to Schedule TO-C filed by Victorinox with the SEC on June
12, 2002.
(a)(5)(B) Summary newspaper advertisement dated July 23, 2002, and
printed in The New York Times.
(a)(5)(C) Press Release issued by Victorinox on July 23, 2002
announcing commencement of the Offer.
(b) Not applicable.
(c)(1) Fairness Opinion from Needham & Company, Inc. to the Special
Committee, dated June 14, 2002, incorporated by reference to
Annex A on Schedule 14D-9 filed by the Company with the SEC
on July 23, 2002.
(d)(1) Complaint of Eugenia G. Vogel against Swiss Army Brands,
Inc., et al., filed in the Delaware Court of Chancery in and
for New Castle County, on June 12, 2002, incorporated by
reference to Exhibit (d)(1) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(2) Complaint of John Calabria against Swiss Army Brands, Inc.,
et al., filed in the Delaware Court of Chancery in and for
New Castle County, on June 12, 2002, incorporated by
reference to Exhibit (d)(2) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(3) Complaint of Alan R. Kahn against Swiss Army Brands, Inc.,
et al., filed in the Delaware Court of Chancery in and for
New Castle County, on June 13, 2002, incorporated by
reference to Exhibit (d)(3) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(4) Complaint of Brickell Partners against Peter W. Gilson, et
al., filed in the Connecticut Superior Court, Judicial
District of Ansonia-Milford at Milford, on June 19, 2002,
incorporated by reference to Exhibit (d)(4) of Schedule
13E-3 filed by the Company with the SEC on July 23, 2002.
(d)(5) Letter Agreement dated December 12, 1983 between Victorinox
Cutlery Company and The Forschner Group, Inc., incorporated
by reference to Exhibit (10)-1 to Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1994.
(d)(6) Mutual Agreement dated as of October 20, 1986 between
Victorinox Cutlery Company and The Forschner Group, Inc.,
incorporated by reference to Exhibit (10)-2 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
</Table>
<Table>
(d)(7) Letter Agreement dated as of October 20, 1986 between
Victorinox Cutlery Company and The Forschner Group, Inc.,
incorporated by reference to Exhibit (10)-3 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
(d)(8) Mutual Agreement dated April 6, 1992 between The Forschner
Group, Inc. and Victorinox Cutlery Company, incorporated by
reference to Exhibit (10)-13 to Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1992.
(d)(9) Mutual Agreement dated December 21, 1993 between The
Forschner Group, Inc. and Victorinox Cutlery Company,
incorporated by reference to Exhibit (10)-10 to Annual
Report on Form 10-K of the Company for the fiscal year ended
December 31, 1993.
(d)(10) Letter Agreement dated September 27, 1996 between Swiss Army
Brands, Inc. and Victorinox Cutlery Company, incorporated by
reference to Exhibit (10)-1 to Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 1997.
(d)(11) Letter Agreement dated July 15, 1999 between Swiss Army
Brands, Inc. and Victorinox AG, incorporated by reference to
Exhibit (e)(9) of Schedule 14D-9, filed by the Company with
the SEC on July 23, 2002.
(d)(12) Letter Agreement dated September 15, 2000 between Swiss Army
Brands, Inc. and Victorinox AG, incorporated by reference to
Exhibit (e)(10) of Schedule 14D-9, filed by the Company with
the SEC on July 23, 2002.
(d)(13) Victorinox Swiss Army Watch AG Agreement dated July 30, 2001
between Swiss Army Brands, Inc. and Victorinox AG,
incorporated by reference to Exhibit 2.1 to Current Report
on Form 8-K/A filed by the Company with the SEC on August
17, 2001.
(d)(14) Share Purchase Agreement, dated as of June 23, 2000 (the
"Xantia Agreement"), by and among the Company, Swiss Army
Brands CH, Inc. (the "Buyer") and Michel and Irene Thievent
(collectively, the "Sellers") with respect to Xantia S.A.,
incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on August 7, 2000.
(d)(15) Amendment to the Xantia Agreement, dated as of July 10,
2000, by and among the Buyer, and the Sellers, incorporated
by reference to Exhibit 2.2 to the Current Report on Form
8-K filed by the Company on August 7, 2000.
(d)(16) Second Amendment to the Xantia Agreement, dated as of July
24, 2000, by and among the Company, the Buyer, the Sellers
and Victorinox AG, incorporated by reference to Exhibit 2.3
to the Current Report on Form 8-K filed by the Company on
August 7, 2000.
(d)(17) Services Agreement dated as of July 29, 1994 between The
Forschner Group, Inc. and Brae Group, Inc., incorporated by
reference to Exhibit (10)-1 to Quarterly Report on Form 10-Q
of the Company for the fiscal quarter ended September 30,
1994.
(d)(18) Consulting Agreement dated as of December 7, 1991 by and
between The Forschner Group, Inc. and Louis Marx, Jr.,
incorporated by reference to Exhibit (10)-6 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
(d)(19) Confidentiality Agreement dated July 15, 2002 between the
Company and Victorinox, incorporated by reference to Exhibit
(d)(21) of Schedule 13E-3, filed by the Company with the SEC
on July 23, 2002.
(d)(20) Letter Agreement dated April 23, 1998 between Swiss Army
Brands, Inc. and Brae Capital Corporation, incorporated by
reference to Exhibit (e)(18) of Schedule 14D-9, filed by the
Company with the SEC on July 23, 2002.
(f) Section 262 of the Delaware General Corporation Law,
included as Schedule C of the Offer to Purchase filed
herewith as Exhibit (a)(1)(A).
(g) None.
(h) None.
</Table>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Financial Statements. Pages F-1 through F-24 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 and pages F-1
through F-24 of the Company's Annual Report Form 10-K for the fiscal year ended
December 31, 2000 are incorporated herein by reference.
(b) Financial Statements. Pages 3 through 10 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002 are incorporated herein
by reference.
The information incorporated by reference may be read and copied at the
following locations at the SEC:
<Table>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 233 Broadway 500 West Madison Street,
Washington, D.C. 20549 New York, New York 10279 Suite 1400
Chicago, Illinois 60661-2511
</Table>
Please call the SEC at 1-800-732-0330 for further information on the public
reference rooms. The Company's SEC filings should also be available to the
public through commercial document retrieval services and at the Internet world
wide web site that the SEC maintains at http://www.sec.gov.
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.
Dated: July 23, 2002
SABI ACQUISITION CORP.
By: /s/ CHARLES ELSENER, JR.
------------------------------------
Name: Charles Elsener, Jr.
Title: President
VICTORINOX AG
By: /s/ CHARLES ELSENER, JR.
------------------------------------
Name: Charles Elsener, Jr.
Title: President
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------
(a)(1)(A) Offer to Purchase, dated July 23, 2002.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(1)(G) Letter to Stockholders of the Company dated July 23, 2002,
incorporated by reference to Exhibit (a)(1)(G) of Schedule
13E-3, filed by the Company with the SEC on July 23, 2002.
(a)(5)(A) Press Release issued by Victorinox on June 12, 2002
announcing proposal of the Offer, incorporated by reference
to Schedule TO-C filed by Victorinox with the SEC on June
12, 2002.
(a)(5)(B) Summary newspaper advertisement dated July 23, 2002, and
printed in The New York Times.
(a)(5)(C) Press Release issued by Victorinox on July 23, 2002
announcing commencement of the Offer.
(b) Not applicable.
(c)(1) Fairness Opinion from Needham & Company, Inc. to the Special
Committee, dated June 14, 2002, incorporated by reference to
Annex A on Schedule 14D-9 filed by the Company with the SEC
on July 23, 2002.
(d)(1) Complaint of Eugenia G. Vogel against Swiss Army Brands,
Inc., et al., filed in the Delaware Court of Chancery in and
for New Castle County, on June 12, 2002, incorporated by
reference to Exhibit (d)(1) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(2) Complaint of John Calabria against Swiss Army Brands, Inc.,
et al., filed in the Delaware Court of Chancery in and for
New Castle County, on June 12, 2002, incorporated by
reference to Exhibit (d)(2) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(3) Complaint of Alan R. Kahn against Swiss Army Brands, Inc.,
et al., filed in the Delaware Court of Chancery in and for
New Castle County, on June 13, 2002, incorporated by
reference to Exhibit (d)(3) of Schedule 13E-3 filed by the
Company with the SEC on July 23, 2002.
(d)(4) Complaint of Brickell Partners against Peter W. Gilson, et
al., filed in the Connecticut Superior Court, Judicial
District of Ansonia-Milford at Milford, on June 19, 2002,
incorporated by reference to Exhibit (d)(4) of Schedule
13E-3 filed by the Company with the SEC on July 23, 2002.
(d)(5) Letter Agreement dated December 12, 1983 between Victorinox
Cutlery Company and The Forschner Group, Inc., incorporated
by reference to Exhibit (10)-1 to Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1994.
(d)(6) Mutual Agreement dated as of October 20, 1986 between
Victorinox Cutlery Company and The Forschner Group, Inc.,
incorporated by reference to Exhibit (10)-2 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------
(d)(7) Letter Agreement dated as of October 20, 1986 between
Victorinox Cutlery Company and The Forschner Group, Inc.,
incorporated by reference to Exhibit (10)-3 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
(d)(8) Mutual Agreement dated April 6, 1992 between The Forschner
Group, Inc. and Victorinox Cutlery Company, incorporated by
reference to Exhibit (10)-13 to Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1992.
(d)(9) Mutual Agreement dated December 21, 1993 between The
Forschner Group, Inc. and Victorinox Cutlery Company,
incorporated by reference to Exhibit (10)-10 to Annual
Report on Form 10-K of the Company for the fiscal year ended
December 31, 1993.
(d)(10) Letter Agreement dated September 27, 1996 between Swiss Army
Brands, Inc. and Victorinox Cutlery Company, incorporated by
reference to Exhibit (10)-1 to Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 1997.
(d)(11) Letter Agreement dated July 15, 1999 between Swiss Army
Brands, Inc. and Victorinox AG, incorporated by reference to
Exhibit (e)(9) of Schedule 14D-9, filed by the Company with
the SEC on July 23, 2002.
(d)(12) Letter Agreement dated September 15, 2000 between Swiss Army
Brands, Inc. and Victorinox AG, incorporated by reference to
Exhibit (e)(10) of Schedule 14D-9, filed by the Company with
the SEC on July 23, 2002.
(d)(13) Victorinox Swiss Army Watch AG Agreement, dated July 30,
2001 between Swiss Army Brands, Inc. and Victorinox AG,
incorporated by reference to Exhibit 2.1 to Current Report
on Form 8-K/A filed by the Company with the SEC on August
17, 2001.
(d)(14) Share Purchase Agreement, dated as of June 23, 2000 (the
"Xantia Agreement"), by and among the Company, Swiss Army
Brands CH, Inc. (the "Buyer") and Michel and Irene Thievent
(collectively, the "Sellers") with respect to Xantia S.A.,
incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on August 7, 2000.
(d)(15) Amendment to the Xantia Agreement, dated as of July 10,
2000, by and among the Buyer, and the Sellers, incorporated
by reference to Exhibit 2.2 to the Current Report on Form
8-K filed by the Company on August 7, 2000.
(d)(16) Second Amendment to the Xantia Agreement, dated as of July
24, 2000, by and among the Company, the Buyer, the Sellers
and Victorinox AG, incorporated by reference to Exhibit 2.3
to the Current Report on Form 8-K filed by the Company on
August 7, 2000.
(d)(17) Services Agreement dated as of July 29, 1994 between The
Forschner Group, Inc. and Brae Group, Inc., incorporated by
reference to Exhibit (10)-1 to Quarterly Report on Form 10-Q
of the Company for the fiscal quarter ended September 30,
1994.
(d)(18) Consulting Agreement dated as of December 7, 1991 by and
between The Forschner Group, Inc. and Louis Marx, Jr.,
incorporated by reference to Exhibit (10)-6 to Annual Report
on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
(d)(19) Confidentiality Agreement dated July 15, 2002 between the
Company and Victorinox, incorporated by reference to Exhibit
(d)(21) of Schedule 13E-3, filed by the Company with the SEC
on July 23, 2002.
(d)(20) Letter Agreement dated April 23, 1998 between Swiss Army
Brands, Inc. and Brae Capital Corporation, incorporated by
reference to Exhibit (e)(18) of Schedule 14D-9, filed by the
Company with the SEC on July 23, 2002.
(f) Section 262 of the Delaware General Corporation Law,
included as Schedule C of the Offer to Purchase filed
herewith as Exhibit (a)(1)(A).
(g) None.
(h) None.
</Table>