Exhibit (a)(1)(iv)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
PAR VALUE $0.01 PER SHARE
OF
LITTLE SWITZERLAND, INC.
AT
$2.40 NET PER SHARE
BY
TSAC CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
TIFFANY & CO.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER 13, 2002, WHICH DATE MAY BE EXTENDED.
August 15, 2002
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by TSAC Corp., a Delaware corporation ("Purchaser")
and an indirect wholly owned subsidiary of Tiffany & Co., a Delaware corporation
("Tiffany"), to act as Information Agent in connection with Purchaser's offer to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Little Switzerland, Inc., a Delaware corporation ("Little
Switzerland"), at $2.40 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 15,
2002, and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. The Offer to Purchase, dated August 15, 2002.
2. The Letter of Transmittal to tender Shares for your use and for
the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed prior to the Expiration Date (as defined in
the Offer to Purchase).
4. A printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to the Depositary (as defined below).
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON SEPTEMBER 13, 2002, WHICH DATE MAY BE EXTENDED.
Please note the following:
1. The tender price is $2.40 per Share, net to the seller in cash
without interest.
2. The Offer is being made for all outstanding Shares.
3. THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE LITTLE
SWITZERLAND BOARD OF DIRECTORS.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON SEPTEMBER 13, 2002, WHICH DATE MAY BE EXTENDED.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn a sufficient number of Shares such that,
after the Shares are purchased pursuant to the Offer, Tiffany and its
subsidiaries would own at least 90% of the Shares on a fully-diluted basis.
The Offer is also subject to the other conditions set forth in the Offer to
Purchase. See Sections 1 and 11 of the Offer to Purchase.
6. Tendering holders of Shares ("Holders") whose Shares are
registered in their own name and who tender directly to Mellon Investor
Services LLC, as depositary (the "Depositary"), will not be obligated to
pay brokerage fees or commissions or, except as set forth in Instruction 6
of the Letter of Transmittal, transfer taxes on the purchase of Shares by
Purchaser pursuant to the Offer. However, federal income tax backup
withholding at a rate of 30% may be required, unless an exemption is
available or unless the required tax identification information is
provided. See Instruction 8 of the Letter of Transmittal.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) certificates evidencing
such Shares (or a confirmation of a book-entry transfer of such Shares (a
"Book-Entry Confirmation") with respect to such Shares) into the
Depositary's account at The Depository Trust Company, (b) a Letter of
Transmittal properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message (as defined in Section 3 to the Offer to Purchase) in lieu of the
Letter of Transmittal) and (c) any other documents required by the Letter
of Transmittal. Accordingly, tendering Holders may be paid at different
times depending upon when certificates for Shares or Book-Entry
Confirmations with respect to Shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF
THE TENDERED SHARES BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF
THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
In order to take advantage of the Offer, certificates for all tendered
Shares in proper form for transfer (or a Book-Entry Confirmation with respect to
all such shares), together with a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees (or, in the case of a book-
entry transfer, an Agent's Message in lieu of the Letter of Transmittal), and
any required documents must be received by the Depositary, all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
Any Holder who desires to tender Shares and whose certificates for Shares
are not immediately available, or who cannot comply with the procedures for
book-entry transfer on a timely basis, or who cannot deliver all required
documents to the Depositary prior to the Expiration Date, may tender such Shares
by following the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Depositary and the Information Agent as
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described in the Offer to Purchase). Purchaser will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Purchaser will pay or
cause to be paid any transfer taxes with respect to the transfer and sale of
purchased Shares to it or its order pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Questions and requests for additional copies of the enclosed material may
be directed to Morrow & Co., Inc., the Information Agent for the Offer, at 445
Park Avenue, Fifth Floor, New York, New York 10022, or call toll-free at (800)
654-2468.
Very truly yours,
Morrow & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT
OF TIFFANY, PURCHASER, LITTLE SWITZERLAND, THE INFORMATION AGENT, THE
DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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