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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
------------------------
(AMENDMENT NO. 2)
SWISS ARMY BRANDS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
------------------------
SABI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
VICTORINOX AG
CHARLES ELSENER, SR.
(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
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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.
[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: $2,952.82
FORM OR REGISTRATION NO.: SCHEDULE TO
FILING PARTY: VICTORINOX AG AND SABI ACQUISITION CORP.
DATE FILED: JULY 23, 2002
[ ] 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: [ ]
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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").
ITEM 1. SUMMARY TERM SHEET.
The information contained in the section "Summary Term Sheet" in the Offer
to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address.
The name of the subject company is Swiss Army Brands, Inc., a Delaware
corporation. The address of the principal executive offices of the Company is
One Research Drive, Shelton, Connecticut 06484. The telephone number of the
principal executive offices of the Company is (203) 929-6391.
(b) Securities.
This Schedule TO relates to third party offer of Purchaser to purchase all
of the outstanding shares of the Company's common stock, par value $.10 per
share (the "Shares"). As of the close of business on July 15, 2002, there were
8,275,811 shares of Common Stock outstanding.
(c) Trading Market and Price.
The information set forth under the caption "The Tender Offer -- Price
Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address.
This Schedule TO is filed by Victorinox, Purchaser and Charles Elsener, Sr.
(the "Filing Persons"). The name, business address and business telephone number
of each of the Filing Persons is: Schmiedgasse 57, CH-6438, Ibach-Schwyz,
Switzerland, 41 41 81 81 211.
(b) Business and Background of Entities.
The information set forth in Schedule I of the Offer to Purchase is
incorporated herein by reference.
(c) Business and Background of Natural Persons.
The information set forth in Schedule I of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Summary Term Sheet;
Introduction;
The Tender Offer -- Terms of the Offer;
The Tender Offer -- Acceptance for Payment and Payment for Shares;
The Tender Offer -- Procedures for Accepting the Offer and Tendering
Shares;
The Tender Offer -- Withdrawal Rights;
The Tender Offer -- Certain United States Federal Income Tax
Consequences; and
The Tender Offer -- Certain Conditions of the Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions.
The information set forth in Schedule II of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions in the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer;
Special Factors -- Related Party Transactions; and
Special Factors -- Interests of Certain Parties in the Offer and Merger.
(b) Significant Corporate Events.
The information set forth in Schedule II of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions in the Offer to Purchase, is
incorporated herein by reference:
Special Factors-- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer; and
Special Factors -- Purpose and Structure of the Offer and the
Merger; Reasons of Victorinox for the Offer and the Merger; Plans for
the Company; Effects of the Offer and the Merger.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Introduction;
Special Factors -- Background of the Offer;
Special Factors -- Purpose and Structure of the Offer and the
Merger; Reasons of Victorinox for the Offer and the Merger; Plans for
the Company;
Special Factors -- Position of Victorinox and Purchaser Regarding
Fairness of the Offer and the Merger; and
The Tender Offer -- Certain Effects of the Offer.
(c) Plans.
The information set forth in Item 7, "Purposes of the Transaction and Plans
or Proposals" of the Schedule 14D-9, and under the following captions in the
Offer to Purchase is incorporated herein by reference:
Special Factors-- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer;
Special Factors -- Purpose and Structure of the Offer and the
Merger; Reasons of Victorinox for the Offer and the Merger; Plans for
the Company; Effects of the Offer and the Merger;
Special Factors -- Position of Victorinox and Purchaser Regarding
Fairness of the Offer and the Merger;
Special Factors -- Interests of Certain Parties in the Offer and the
Merger;
The Tender Offer -- Price Range of Shares; Dividends; and
The Tender Offer -- Certain Effects of the Offer.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds
The information set forth under the following caption in the Offer to
Purchase is incorporated herein by reference: The Tender Offer -- Source and
Amount of Funds.
(b) Conditions
The information set forth under the following caption in the Offer to
Purchase is incorporated herein by reference: The Tender Offer -- Source and
Amount of Funds.
(d) Borrowed Funds
Not applicable
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED COMPENSATED OR USED.
(a) Securities Ownership.
The information set forth under the caption "Special Factors -- Interests
of Certain Parties in the Offer and the Merger" in the Offer to Purchase is
incorporated herein by reference.
(b) Securities Transactions.
To the knowledge of the Filing Persons, no transactions in the Shares have
been effected during the past 60 days by any of the Filing Persons or any of
their respective executive officers, directors, affiliates or subsidiaries.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
Not applicable.
ITEM 12. EXHIBITS.
<Table>
(a)(1)(A) Offer to Purchase, dated July 23, 2002 (Filed herewith).
(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.*
(a)(5)(D) Press Release issued by Victorinox on July 29, 2002
announcing its designee for the presidency of the Company.**
(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.+
(c)(2) Project Alps Materials for Discussion presented by Needham &
Company, Inc. to the Special Committee of the Board of
Directors of the Company on June 11, 2002, incorporated by
reference to Exhibit (c)(2) of the Company's Schedule
13E-3.+
(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.
</Table>
<Table>
(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.
(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.
</Table>
<Table>
<Caption>
(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.
(d)(21) Letter Agreement effective as of June 20, 2002, between Victorinox Swiss Army Watch, S.A.
and Victorinox AG.***
(f) Section 262 of the Delaware General Corporation Law, included as Schedule III of the
Offer to Purchase filed herewith as Exhibit (a)(1)(A).*
(g) None.
(h) None.
</Table>
- ---------------
* Incorporated by reference to the Schedule TO filed by Victorinox with the
SEC on July 23, 2002.
** Incorporated by reference to Amendment No. 1 to the Schedule TO filed by
Victorinox with the SEC on July 29, 2002.
*** Incorporated by reference to Amendment No. 2 to the Schedule 14D-9 filed by
the Company on August 13, 2002.
+ Portions of this exhibit have been omitted pursuant to a request for
confidence treatment and have been filed separately with the SEC.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 1. SUMMARY TERM SHEET
The information contained in the section "Summary Term Sheet" in the Offer
to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address
The name of the subject company is Swiss Army Brands, Inc., a Delaware
corporation. The address of the principal executive offices of the Company is
One Research Drive, Shelton, Connecticut 06484. The telephone number of the
principal executive offices of the Company is (203) 929-6391.
(b) Securities
This Schedule TO relates to third party offer of Purchaser to purchase all
of the outstanding shares of the Company's common stock, par value $.10 per
share (the "Shares"). As of the close of business on July 15, 2002, there were
8,275,811 shares of Common Stock outstanding.
(c) Trading Market and Price
The information set forth under the caption "The Tender Offer -- Price
Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
(d) Dividends
The information set forth under the caption "The Tender Offer -- Price
Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
(e) Prior Public Offerings
Not applicable
(f) Prior Stock Purchases
The information set forth under the caption "Special Factors -- Interests
of Certain Parties in the Offer and the Merger" in the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address
This Schedule TO is filed by Victorinox, Purchaser and Charles Elsener, Sr.
(the "Filing Persons"). The name, business address and business telephone number
of each of the Filing Persons is: Schmiedgasse 57, CH-6438, Ibach-Schwyz,
Switzerland, 41 41 81 81 211.
(b) Business and Background of Entities
The information set forth in Schedule I of the Offer to Purchase is
incorporated herein by reference.
(c) Business and Background of Natural Persons
The information set forth in Schedule I of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Summary Term Sheet;
Introduction;
The Tender Offer -- Terms of the Offer;
The Tender Offer -- Acceptance for Payment and Payment for Shares;
The Tender Offer -- Procedures for Accepting the Offer and
Tendering Shares;
The Tender Offer -- Withdrawal Rights;
The Tender Offer -- Certain United States Federal Income Tax
Consequences; and
The Tender Offer -- Certain Conditions of the Offer.
(c) Different Terms
Not applicable.
(d) Appraisal Rights
The information set forth under the caption "The Tender Offer--Appraisal
Rights" in the Offer to Purchase and in Schedule III of the Offer to Purchase is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
Not applicable.
(f) Eligibility for Listing or Trading.
Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions.
The information set forth in Schedule II of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions in the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer;
Special Factors -- Related Party Transactions; and
Special Factors -- Interests of Certain Parties in the Offer and Merger.
(b) Significant Corporate Events.
The information set forth in Schedule II of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions in the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer; and
Special Factors -- Purpose and Structure of the Offer and the Merger;
Reasons of Victorinox for the Offer and the Merger; Plans for the
Company.
(c) Negotiations or Contacts.
The information set forth in Schedule II of the Offer to Purchase, in Item
3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule
14D-9, and under the following captions in the Offer to Purchase, is
incorporated herein by reference:
Special Factors -- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer; and
Special Factors -- Purpose and Structure of the Offer and the Merger;
Reasons of Victorinox for the Offer and the Merger; Plans for the
Company.
(e) Agreements Involving the Subject Company's Securities.
The information set forth in Schedule II of the Offer to Purchase and under
the following captions in the Offer to Purchase is incorporated herein by
reference:
Introduction;
Special Factors -- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer;
Special Factors -- Purpose and Structure of the Offer and the Merger;
Reasons of Victorinox for the Offer and the Merger; Plans for the
Company;
Special Factors -- Related Party Transactions;
Special Factors -- Transactions and Arrangements Concerning the Shares;
and Special Factors -- Interests of Certain Parties in the Offer and the
Merger.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Introduction;
Special Factors -- Background of the Offer;
Special Factors -- Purpose and Structure of the Offer and the Merger;
Reasons of Victorinox for the Offer and the Merger; Plans for the
Company;
Special Factors -- Position of Victorinox, Purchaser and Charles
Elsener, Sr. Regarding Fairness of the Offer and the Merger; and
The Tender Offer -- Certain Effects of the Offer.
(c) Plans.
The information set forth in Item 7, "Purposes of the Transaction and Plans
or Proposals" of the Schedule 14D-9, and under the following captions in the
Offer to Purchase is incorporated herein by reference:
Special Factors-- Background of Victorinox's Investment in the Company;
Special Factors -- Background of the Offer;
Special Factors -- Purpose and Structure of the Offer and the Merger;
Reasons of Victorinox for the Offer and the Merger; Plans for the
Company;
Special Factors -- Position of Victorinox, Purchaser and Charles
Elsener, Sr. regarding Fairness of the Offer and the Merger;
Special Factors -- Interests of Certain Parties in the Offer and the
Merger;
The Tender Offer -- Price Range of Shares; Dividends; and
The Tender Offer -- Certain Effects of the Offer.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds.
The information set forth under the following caption in the Offer to
Purchase is incorporated herein by reference: The Tender Offer -- Source and
Amount of Funds.
(b) Conditions.
The information set forth under the following caption in the Offer to
Purchase is incorporated herein by reference: The Tender Offer -- Source and
Amount of Funds.
(d) Borrowed Funds.
Not applicable
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals; and
Special Factors -- Position of Victorinox, Purchaser and Charles
Elsener, Sr. Regarding Fairness of the Offer and the Merger.
(b) Factors Considered in Determining Fairness.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals; and
Special Factors -- Position of Victorinox, Purchaser and Charles
Elsener, Sr. Regarding Fairness of the Offer and the Merger.
(c) Approval of Security Holders.
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals; and
Special Factors -- Position of Victorinox, Purchaser and Charles
Elsener, Sr. Regarding Fairness of the Offer and the Merger.
(d) Unaffiliated Representative
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals; and
Special Factors -- Background of the Offer.
(e) Approval of Directors
The information set forth under the following captions in the Offer to
Purchase is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals; and
Special Factors -- Background of the Offer.
(f) Other Offers
None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
None.
ITEM 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds
The information set forth under the caption "The Tender Offer --Source and
Amount of Funds" in the Offer to Purchase is incorporated herein by reference.
(b) Conditions
The information set forth under the caption "The Tender Offer -- Source and
Amount of Funds" in the Offer to Purchase is incorporated herein by reference.
(c) Expenses
The information set forth under the caption in the Offer to Purchase
entitled "The Tender Offer -- Fees and Expenses" is incorporated herein by
reference.
(d) Borrowed Funds
Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership
The information set forth under the caption "Special Factors - Interests of
Certain Parties in the Offer and the Merger" in the Offer to Purchase is
incorporated herein by reference.
(b) Securities Transactions
The information set forth under the caption "Special Factors - Interests of
Certain Parties in the Offer and the Merger" in the Offer to Purchase and in
Schedule II of the Offer to Purchase is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private Transaction
The information set forth under the Offer to Purchase entitled "Special
Factors -- Interests of Certain Parties in the Offer and the Merger" is
incorporated herein by reference.
(e) Recommendations of Others
The information set forth under the Offer to Purchase entitled "Special
Factors -- Position of Victorinox, Purchaser and Charles Elsener, Sr. Regarding
Fairness of the Offer and the Merger" is incorporated herein by reference.
(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: August 13, 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
CHARLES ELSENER, SR.
/s/ CHARLES ELSENER, SR.
------------------------------------
Charles Elsener, Sr.
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------
(a)(1)(A) Offer to Purchase, dated July 23, 2002. (Filed herewith)
(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.*
(a)(5)(D) Press Release issued by Victorinox on July 29, 2002
announcing its designee for the presidency of the Company.**
(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.
(c)(2) Projects Alps Materials for Discussion presented by Needham
& Company, Inc. to the Special Committee of the Board of
Directors of the Company on June 11, 2002, incorporated by
reference to Exhibit (c)(2) of Schedule 13E-3 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.
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------
(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.
(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.
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------
(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.
(d)(21) Letter Agreement effective as of June 20, 2002 between
Victorinox Swiss Army Watch, S.A. and Victorinox AG.***
(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>
- ---------------
* Incorporated by reference to the Schedule TO filed by Victorinox with the
SEC on July 23, 2002.
** Incorporated by reference to Amendment No. 1 to the Schedule TO filed by
Victorinox with the SEC on July 29, 2002.
*** Incorporated by reference to Amendment No. 2 to the Schedule 14D-9 filed by
the Company on August 13, 2002.
+ Portions of this exhibit have been omitted pursuant to a request for
confidence treatment and have been filed separately with the SEC.