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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO

(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 3)

SWISS ARMY BRANDS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
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SABI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF

VICTORINOX AG
CHARLES ELSENER, SR.

CHARLES ELSENER, JR.

EDUARD ELSENER

(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)
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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 Amendment No. 3 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO dated July 23, 2002 (as amended and supplemented,
the "Schedule TO") related to the third party offer (the "Offer") by SABI
Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Victorinox AG, a corporation organized under the laws of
Switzerland ("Victorinox"), 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 (the "Offer to
Purchase") and in the related letter of transmittal (the "Letter of
Transmittal", which together with the Offer to Purchase, as each may be amended
or supplemented from time to time, collectively constitute the "Offer"), copies
of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO,
respectively.

All capitalized terms used in this Amendment shall have the meanings
ascribed to such terms in the Schedule TO and the Offer to Purchase. The item
numbers below correspond to the instructions to Schedule TO.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

Item 3(a) is amended and supplemented as follows:

(a) Name and Address.

This Schedule TO is filed by Victorinox, Purchaser, Charles Elsener, Sr.,
Charles Elsener, Jr. and Eduard Elsener (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.

ITEM 11. ADDITIONAL INFORMATION.

The full text of the press release issued by Victorinox on August 20, 2002,
announcing the extension of the Offer is filed as exhibit (a)(5)(E) hereto.

Based on a report from American Stock Transfer & Trust Company, that as of
the close of business on August 19, 2002, 2,437,891 Shares had been validly
tendered and not withdrawn.

ITEM 12. EXHIBITS.

1. Exhibit (a)(1)(A) of the Schedule TO, the Offer to Purchase, is hereby
refiled as amended and supplemented as follows:

Sections I, II and IV of Special Factors are hereby amended and
supplemented as follows:

I. BACKGROUND OF VICTORINOX'S INVESTMENT IN THE COMPANY

The Company is the exclusive distributor in the United States, Canada (with
one minor exception for cutlery) and the Caribbean of the following products
manufactured by Victorinox: Victorinox(R) original Swiss Army(TM) knife,
SwissTool(TM), SwissCard(R), Victorinox(R) cutlery and Victorinox(R) Swiss-made
watches. Approximately half of the Company's revenues for 2000 and 2001 were
derived from sales of products supplied to the Company by Victorinox. In
addition, Victorinox has granted the Company the right to utilize and
sub-license the Victorinox trademarks and the Victorinox Crest design to third
parties for Victorinox(R) Travel Gear and Victorinox(R) Apparel.

The Company, Victorinox's largest single customer, has been distributing
Victorinox's products since 1937. Distribution was on a non-exclusive basis for
more than 45 years until, as a result of understandings reached on the Company's
behalf by Mr. Louis Marx, Jr. and Mr. Stanley R. Rawn, Jr., both now directors
of the Company, and Victorinox, the Company became Victorinox's exclusive U.S.
distributor of Victorinox(R) original Swiss Army(TM) knives under an agreement
dated December 12, 1983 (as subsequently amended, the "U.S. Distribution
Agreement"). In 1992 and 1993, Messrs. Marx and Rawn held extensive
conversations with Victorinox looking to expand the scope of the Company's
exclusive territory. This resulted in the Company obtaining exclusive
distribution rights first in Canada, and then in Bermuda and the Caribbean

areas, as well as the Company's being granted exclusive U.S., Canadian and
Caribbean distribution rights to Victorinox(R) watches. In consideration of the
grant of the Canadian distribution rights in 1992, the Company issued to
Victorinox 277,066 shares of Common Stock. Prior to this issuance of such
shares, Victorinox was not a stockholder of the Company. In consideration for
the grant by Victorinox of the Caribbean distribution rights in 1993, the
Victorinox(R) watch distribution rights and the acquisition by the Company of
Victorinox's 20% interest in a subsidiary of the Company, the Company issued to
Victorinox a five-year warrant to purchase 1,000,000 shares of Common Stock.
Victorinox exercised the warrant in full in April 1994 at a price per share of
$9.75, a discount of $4.25 per share from the then-current market price of
Common Stock. These 1,000,000 shares were subsequently sold to Brae Group, Inc.
("Brae") in exchange for shares of the common stock of that corporation. Brae is
a corporation of which Victorinox owns slightly less than 50% and which, through
ownership of a class of "super voting" stock, is controlled by Mr. Marx.

From time to time beginning in March 1995 and continuing through October
2001, Victorinox purchased shares of the Company's Common Stock in open market
transactions. These transactions, which are more fully described below, were
made for investment purposes only and were not entered into for the purpose of
affecting the Company's management or operations in any manner. The purchases
were not made according to any pre-set plan or program; rather Victorinox bought
the stock only when shares became available at prices that were deemed by
Charles Elsener, Sr. and Charles Elsener, Jr. to be favorable at the time.

During the period of March 3, 1995 through April 4, 1995, Victorinox
purchased a total of 675,000 shares of Common Stock in open market transactions
for an aggregate purchase price (including brokerage commissions) of
$7,432,228.20 paid in cash from Victorinox's working capital.

On April 6, 1995, Victorinox purchased a total of 115,000 shares of Common
Stock in open market transactions for an aggregate purchase price (including
brokerage commissions) of $1,264,945 paid in cash from Victorinox's working
capital.

In June 1996, Victorinox purchased a total of 118,200 shares of Common
Stock in open market transactions for an aggregate purchase price (including
brokerage commissions) of $1,414,001 paid in cash from Victorinox's working
capital.

During the period of June 17, 1996 through October 23, 1996, Victorinox
purchased a total of 88,300 shares of Common Stock in open market transactions
for an aggregate purchase price (including brokerage commissions) of $1,157,475
paid in cash from Victorinox's working capital.

During the period of October 17, 1997 through November 4, 1997, Victorinox
purchased a total of 717,500 shares of Common Stock in open market transactions
for an aggregate purchase price (including brokerage commissions) of $7,651,719
paid in cash from Victorinox's working capital.

During the period of November 17, 1997 through December 22, 1997,
Victorinox purchased a total of 226,000 shares of Common Stock in open market
transactions for an aggregate purchase price (including brokerage commissions)
of $2,351,937.50 paid in cash from Victorinox's working capital.

During the period of October 18, 1998 through November 3, 1998, Victorinox
purchased a total of 113,500 shares of Common Stock in open market transactions
for an aggregate purchase price (including brokerage commissions) of
$1,193,062.50 paid in cash from Victorinox's working capital.

During the period of December 9, 1998 through April 16, 1999, Victorinox
purchased a total of 727,200 shares of Common Stock in both open market and
private transactions for an aggregate purchase price (including brokerage
commissions) of $5,898,975 paid in cash from Victorinox's working capital.

During the period of May 1999 through September 28, 2000, Victorinox
purchased a total of 85,200 shares of Common Stock in open market transactions
for an aggregate purchase price (including brokerage commissions) of $740,600.45
paid in cash from Victorinox's working capital.

On November 11, 2000, Victorinox and Brae entered into a letter agreement
(the "Private Purchase Agreement") pursuant to which Victorinox agreed to
purchase 1,917,900 shares of Common Stock for an aggregate purchase price of
$9,589,500. Under the terms of the Private Purchase Agreement, the $9,589,500

aggregate purchase price to be paid by Victorinox for the shares of Common Stock
will be paid by the satisfaction of indebtedness owed by Brae to Victorinox.

In December 2000, Victorinox acquired 1,917,000 shares of Common Stock from
Brae in satisfaction of $9,589,500 of indebtedness owed by Brae to Victorinox.
As a result of the acquisition of these Shares, Victorinox acquired a majority
equity interest in the Company. See Section VI.

During the period of January 2001 through March 2001, Victorinox purchased:
(i) 40,000 shares of Common Stock in an open market transaction on January 18,
2001 for an aggregate purchase price of $248,000, (ii) 40,800 shares of Common
Stock in an open market transaction on March 13, 2001 for an aggregate purchase
price of $265,200, and (iii) 1,700 shares of Common Stock in an open market
transaction on March 14, 2001 for an aggregate purchase price of $10,518.75. The
$523,718.55 aggregate purchase price paid by Victorinox for the shares was paid
in cash from Victorinox's working capital.

During the period of April 2001 through June 2001, Victorinox purchased:
(i) 15,000 shares of Common Stock in an open market transaction on April 20,
2001 for an aggregate purchase price of $95,700, (ii) 17,500 shares of Common
Stock in an open market transaction on May 1, 2001 for an aggregate purchase
price of $110,950, (iii) 25,000 shares of Common Stock in an open market
transaction on May 29, 2001 for an aggregate purchase price of $165,500, and
(iv) 30,000 shares of Common Stock in an open market transaction on June 27,
2001 for an aggregate purchase price of $201,000. The $573,150 aggregate
purchase price paid by Victorinox for shares was paid in cash from Victorinox's
working capital.

During the period of August 2001 through September 2001, Victorinox
purchased: (i) 15,000 shares of Common Stock in an open market transaction on
August 13, 2001 for an aggregate purchase price of $98,250, (ii) 26,000 shares
of Common Stock in an open market transaction on September 5, 2001 for an
aggregate purchase price of $175,500, (iii) 12,000 shares of Common Stock in an
open market transaction on September 5, 2001 for an aggregate purchase price of
$83,760, (iv) 17,500 shares of Common Stock in an open market transaction on
September 18, 2001 for an aggregate purchase price of $115,850, (v) 1,000 shares
of Common Stock in an open market transaction on September 21, 2001 for an
aggregate purchase price of $6,380, (vi) 12,500 shares of Common Stock in an
open market transaction on September 25, 2001 for an aggregate purchase price of
$79,125, (vii) 10,900 shares of Common Stock in an open market transaction on
September 26, 2001 for an aggregate purchase price of $66,490, and (viii) 2,500
shares of Common Stock in an open market transaction on September 28, 2001 for
an aggregate purchase price of $15,525. The $640,880 aggregate purchase price
paid by Victorinox for the shares was paid in cash from Victorinox's working
capital.

On October 5, 2001, Victorinox purchased: (i) 7,600 shares of Common Stock
in an open market transaction for an aggregate purchase price of $50,920; and
(ii) on October 10, 2001, 1,100 shares of Common Stock in an open market
transaction for an aggregate purchase price of $7,150. The $58,070 aggregate
purchase price paid by Victorinox for the shares was paid in cash from
Victorinox's working capital.

On September 14, 2000, Charles Elsener, Sr. purchased 248,205 shares of
Common Stock in an open market block trade transaction for an aggregate purchase
price of $1,202,243 paid in cash from Charles Elsener, Sr.'s personal funds. On
September 26, 2000, Charles Elsener, Sr. purchased 37,000 shares of Common Stock
in an open market block trade transaction for an aggregate purchase price of
$201,187.50 paid in cash from Charles Elsener, Sr.'s personal funds.

In October 2000, Charles Elsener, Sr. purchased: (i) 20,000 shares of
Common Stock in an open market block trade transaction on October 10, 2000 for
an aggregate purchase price of $115,000, paid in cash from Charles Elsener,
Sr.'s personal funds, (ii) 27,500 shares of Common Stock in an open market block
trade transaction on October 10, 2000 for an aggregate purchase price of
$160,875, paid in cash from Charles Elsener, Sr.'s personal funds, and (iii)
14,000 shares of Common Stock in an open market block trade transaction on
October 24, 2000 for an aggregate purchase price of $81,900, paid in cash from
Charles Elsener, Sr.'s personal funds.

II. BACKGROUND OF THE OFFER

Due to the commercial relationships between Victorinox and Purchaser as
described in Section I -- "Background of Victorinox's Investment in the Company"
and Section III -- "Reasons for the Offer and Merger and Effect," officers and
directors of Victorinox (specifically, Charles Elsener, Sr., its Chairman and
Chief Executive Officer, and Charles Elsener, Jr., its President) and officers
and directors of the Company confer on a variety of business issues on a daily
basis. In early January 2000, Peter Gilson, then the Chairman of the Board of
the Company and now also its Chief Executive Officer, initiated a general
discussion with Charles Elsener, Sr. and Charles Elsener, Jr. regarding the
potential advantages, including cost savings, that could be realized if the
Company were to "go private" through an acquisition by Victorinox. Charles
Elsener, Sr. and Charles Elsener, Jr. indicated at that time that they were not
interested in such a transaction. During routine business and product review
meetings held in June 2000, in response to Mr. Gilson's query, Charles Elsener,
Jr. reiterated the fact that Victorinox did not want to proceed with any
privatization efforts. A year and a half later, in December 2001, Mr. Gilson,
Charles Elsener, Sr. and Charles Elsener, Jr. discussed the possibility of a
transaction that would result in Victorinox becoming the 100% owner of the
Company. Among the reasons discussed for a transaction were the business
relationship between Victorinox and the Company, the avoidance of the costs of
SABI being a publicly traded reporting company and the increased financial
stability that Victorinox could bring to the Company. During the course of these
discussions, Charles Elsener, Sr. and Charles Elsener, Jr. restated their
unwillingness to proceed with such a transaction.

On January 31 and February 1, 2002, Charles Elsener, Jr. attended routine
business and product review meetings with the Company at its headquarters in
Connecticut. During these meetings, Charles Elsener, Jr. realized that the focus
of the Company's management team was moving away from the pocketknife business
and products not manufactured or sold by Victorinox. Because the Company is
Victorinox's single largest customer, Charles Elsener, Jr. felt that this
operational shift would have an adverse effect on Victorinox and its business.
Charles Elsener, Jr. determined that the challenges to Victorinox's core
business in the territories covered by the Company could best be addressed by a
company and management team that could have a similar focus and avoid the
distractions of public company reporting and other duties. It was at that time
that Charles Elsener, Jr. consulted over the telephone with Charles Elsener, Sr.
and determined that they should consider Victorinox's options with respect to
the Company, including options that might result in a proposal being made to
acquire all of the Common Stock not already owned by the Victorinox Group. After
this conversation, Charles Elsener, Jr. indicated to Mr. Gilson that they were
considering such options on behalf of Victorinox. Charles Elsener, Sr. and
Charles Elsener, Jr. determined to consider such options due to their
observations and conclusions reached as a result of Charles Elsener, Jr.'s
meetings with the Company in early 2002. At a Board of Directors meeting held on
February 7, 2002, Mr. Gilson informed the Board of his scheduled business
meetings in Switzerland on February 11 and 12, 2002, Charles Elsener, Sr.,
Charles Elsener, Jr. and Mr. Gilson continued their discussions regarding the
acquisition by Victorinox of all of the Common Stock not already owned by the
Victorinox Group.

During telephone conversations that took place on April 19, 22, and 26,
2002, counsel to Victorinox informed counsel retained by the Special Committee
that Victorinox was interested in acquiring all the Common Stock not already
owned by Victorinox at a price of $8.00 per share. Victorinox's counsel also
indicated that Charles Elsener, Sr., Charles Elsener, Jr. and Victorinox were
not interested in participating in alternative transactions such as selling its
interest to a third party or the sale of any portion of the Company's business.
After conferring with the Special Committee on April 30, 2002, counsel to the
Special Committee advised counsel to Victorinox that the Special Committee
considered $8.00 per share to be inadequate. Victorinox and the Special
Committee, through their respective counsel, continued their discussions
concerning the price for an acquisition proposal during late April and May 2002.
In a telephone conversation held on May 24, 2002, counsel to Victorinox advised
counsel to the Special Committee that Victorinox would be willing to consider
making a proposal to acquire the Shares of the Company not owned by the
Victorinox Group for $9.00 per share. In response to Special Committee inquiries
as to whether Victorinox would consider further, direct discussions regarding
this proposed price, counsel to Victorinox, informed Special Committee counsel
that it was not prepared to pay more than $9.00 per share.

From June 7 to June 11, 2002, Victorinox, through its counsel, continued
discussions and negotiations with the Special Committee, through its counsel,
regarding the structure and other terms of any proposal that Victorinox might
make to acquire the Common Stock not already owned by the Victorinox Group.

On June 12, 2002, Victorinox sent a written proposal to the Special
Committee to acquire all of the outstanding Shares not held by the Victorinox
Group for a cash purchase price of $9.00 per Share in a tender offer by
Purchaser, to be followed by a merger pursuant to which all Shares not tendered
would be automatically converted into the right to receive $9.00 per Share (the
"Proposal"). The Proposal was conditioned upon, among other things, the Board of
Directors recommending to stockholders that they accept the tender offer and the
number of shares tendered in the tender offer being a majority of the
outstanding Shares not owned by the Victorinox Group.

On June 12, 2002, Victorinox and the Company issued separate press releases
describing the terms of the Proposal and made filings with the SEC with respect
thereto. The Company's press release and SEC filing disclosed that the Proposal
was being considered by the Board.

On or about June 13, 2002, Victorinox learned of the filing in the Delaware
Court of Chancery of two lawsuits relating to the Proposal (the "Initial
Stockholder Suits") against the Company, certain of its directors and officers,
and Victorinox. Each of the these Initial Stockholder Suits was filed by a
stockholder of the Company on behalf of himself/herself and purportedly on
behalf of all stockholders of the Company similarly situated and alleged that,
among other things, the proposed $9.00 offer price contained in the Proposal was
inadequate and that the named officers and directors had breached their
fiduciary duties to such stockholders. On June 17, 2002, the Company issued a
press release disclosing the Initial Stockholder Suits and stating the Company's
belief that the suits do not state valid claims against the Company or any of
its officers or directors. Victorinox subsequently learned of the filing against
the Company, certain of its directors and officers, and Victorinox of two
additional lawsuits relating to the Proposal (the "Additional Stockholder
Suits"), one in the Delaware Court of Chancery and the other in Connecticut
Superior Court. Both Additional Stockholder Suits have asserted claims similar
to those made in the Initial Stockholder Suits and, like the Initial Stockholder
Suits, were brought by stockholders seeking class action representation and
certification on behalf of other stockholders. Purchaser and Victorinox do not
believe that the Initial Stockholder Suits or Additional Stockholder Suits state
valid claims against Victorinox or any of the other defendants named therein.

On June 14, 2002, Needham & Company, Inc., the financial advisor to the
Special Committee, issued its written opinion that as of such date, based upon
and subject to the assumptions and limitations described in the opinion, the
price of $9.00 per share was fair from a financial point of view to the
stockholders of the Company other than the Victorinox Group. A copy of this
fairness opinion is filed as an exhibit to the Schedule TO of which this Offer
to Purchase forms a part and is reprinted in full at Annex A to the 14D-9 being
furnished to stockholders herewith.

During the week of June 14, 2002, respective counsel to Victorinox, the
Company and the Special Committee discussed the conditions set forth in the
Proposal. During these conversations, Victorinox's counsel informed the Company
and Special Committee counsel that Victorinox was prepared to go forward with
its Proposal based on a recommendation of the Special Committee, as opposed to
the full Board of Directors, provided that the tender offer minimum condition be
raised from a majority of the non-Victorinox Group stockholders to 90% of the
outstanding Shares of the Company. This was accepted by the Special Committee,
and on June 21, 2002, the Special Committee advised the Board that it was
prepared to recommend to the Company's stockholders that they tender their
shares pursuant to the proposed tender offer subject to the Special Committee's
receipt and approval of the Offer to Purchase and related materials, including
the terms and conditions of the Offer.

From June 21, 2002 through July 19, 2002, counsel to Victorinox and counsel
to the Company prepared the SEC filings to be made in connection with the Offer.
On July 19, 2002, the Special Committee was furnished with the Offer to Purchase
in substantially final form, which contained the terms and conditions of the
Offer, and drafts of related SEC filings to be made by the Company, also in
substantially final form. On July 21, 2002, after reviewing the draft filings,
including the terms and conditions to the Offer, and determining that the terms
and conditions of the Offer were acceptable. The Special Committee then

authorized its representatives to finalize its recommendation for inclusion in
the Schedule 14D-9 to be filed by the Company in connection with the Offer.
Between June 21, 2002 and July 21, 2002, the Special Committee did not request
that any changes be made to the Offer.

IV. POSITION OF VICTORINOX, PURCHASER, CHARLES ELSENER, SR., CHARLES ELSENER,
JR. AND EDUARD ELSENER REGARDING FAIRNESS OF THE OFFER AND THE MERGER

Victorinox, Purchaser, Charles Elsener, Sr., Charles Elsener, Jr. and
Eduard Elsener believe that the Offer and the Merger are fair (both in terms of
price and structure) to the stockholders of the Company (excluding the
Victorinox Group). Victorinox, Purchaser, Charles Elsener, Sr., Charles Elsener,
Jr. and Eduard Elsener base their belief on the factors described below.

- After a thorough review with its independent financial and legal
advisors, the Special Committee, comprised of two non-employee directors
of the Company unanimously determined that the Offer is advisable, fair
to and in the best interests of the stockholders of the Company (other
than the Victorinox Group) and recommended to the Company's stockholders
to accept the offer and tender their shares in the Offer.

- On June 14, 2002, the Special Committee received a written opinion from
Needham that, as of that date and based upon and subject to the various
assumptions and limitations set forth in the opinion, the $9.00 per Share
cash consideration to be received by the stockholders of the Company
(other than the Victorinox Group) in the Offer was fair to the
stockholders of the Company (other than the Victorinox Group) from a
financial point of view.

- During a period of time of approximately two and one half months, the
consideration per Share was negotiated at arm's-length with the Special
Committee, which, with the assistance of legal advisors, acted
independently on behalf of the stockholders unaffiliated with the
Victorinox Group, resulting in the final purchase price of $9.00 per
Share.

- Over the course of the past few years, the Company's sales of
Victorinox(R) original Swiss Army(TM) knives has declined, largely due to
the increased importation into the United States of relatively
inexpensive pocketknives and similar devices produced in China. According
to figures published by the U.S. Customs Service, during 1985, domestic
imports of pocketknives and related products from Switzerland was
3,533,000 units compared to 736,000 from China. By 2001, imports for
these products from Switzerland had increased by 38.5% to 4,894,000 units
while imports from China increased by over 6,400% to 48,089,000 units.
Imports from China now exceed those from Switzerland by a factor of
almost 10.

- As a consequence of these declining sales, the Company has not been able
to meet required minimum purchases of pocketknives from Victorinox for
any of the last five years. The minimum purchase requirement equals 85%
of the maximum amount of pocketknives purchased by the Company from
Victorinox in any prior year. Victorinox has the right to terminate the
U.S. Distribution Agreement if the minimum purchase requirement in any
year has not been met. However, in each of the past five years,
Victorinox and the Company have agreed to an amount of pocketknives to be
purchased by the Company in lieu of the minimum purchase requirement.

- The recent terror attacks of September 11, 2001 and events that followed
have had a continuing negative impact on Company revenues and profits.
Victorinox believes that the general popular climate shaped by these
events may have created in the public's mind a negative feeling about
pocketknives, especially ones associated with the word "army".

- The majority of the Company's products are imported from Switzerland and
are paid for in Swiss francs. The Company enters into foreign currency
contracts and options to hedge the exposure associated with foreign
currency fluctuations. Despite such hedging activity, increases in the
value of the Swiss franc versus the U.S. dollar will increase the cost of
these products to the Company, which may result in reductions in the
Company's gross margins.

- The transaction is procedurally fair to the stockholders of the Company
because given the Victorinox Group's current holdings, satisfaction of
the Minimum Condition will require that approximately 69% of the Shares
held by persons unaffiliated with the Victorinox Group validly tender and
do not withdraw their Shares before Purchaser may accept the Offer. Each
Company stockholder will be able to decide voluntarily whether or not to
tender such stockholder's Shares in the Offer, and if such stockholder
elects not to tender, he or she will receive exactly the same type and
amount of consideration in the Merger that is expected to follow
completion of the Offer.

- Stockholders who do not tender their Shares in the Offer will be
entitled, upon consummation of the Merger following completion of the
Offer, to exercise Delaware statutory appraisal rights in the Merger,
allowing them to have the fair value of their Shares determined by the
Delaware Chancery Court and paid to them in cash.

- The Shares have historically traded at low volumes resulting in limited
liquidity in the Shares, and the Offer and the Merger provide the
stockholders with the opportunity to liquidate their holdings in the
Company.

- The consideration of $9.00 per Share to be paid in the Offer and the
Merger represents a premium of 41.7% when compared to $6.35, the reported
closing price per Share for the day immediately prior to Victorinox's
June 12, 2002 announcement of its $9.00 proposal, a premium of
approximately 42.2% above the average of the closing price of Shares over
the 30 trading days immediately prior to that date, and a premium of
approximately 36.8% above the average closing price of $6.58 over the
52-week period immediately prior to that date.

- The consideration is to be paid to stockholders of the Company entirely
in cash.

The foregoing discussion of the information and factors considered and
given weight by Victorinox, Purchaser, Charles Elsener, Sr., Charles Elsener,
Jr. and Eduard Elsener is not intended to be exhaustive but does include all the
material factors considered by Victorinox, Purchaser, Charles Elsener, Sr.,
Charles Elsener, Jr. and Eduard Elsener. Victorinox, Purchaser's, Charles
Elsener, Sr.'s, Charles Elsener, Jr.'s and Eduard Elsener's views as to the
fairness of the Offer to stockholders of the Company should not be construed as
a recommendation to stockholders as to whether they should tender their Shares
in the Offer. The Special Committee, comprised of two of the non-employee
directors of the Company, retained Needham as its unaffiliated financial
representative to prepare an opinion and a report concerning the fairness of the
transaction. The opinion and the report are Exhibits (c)(1) and (c)(2),
respectively, to the Schedule TO filed in connection with this Offer. The
Special Committee retained Lynch, Brewer, Hoffmann & Fink LLP as its
unaffiliated legal representative to negotiate the terms of the Offer. While the
Board did not make a formal recommendation of the Offer because the Board felt
that, due to the appearance of certain conflicts and interrelationships with
Victorinox, certain members of the Board could appear to have a conflict of
interest in connection with the Proposal, all of the members of the Board have
indicated their intent to tender their Shares in the transaction.

Although the foregoing discussion summarizes all the material factors
considered by Victorinox, Purchaser, Charles Elsener, Sr., Charles Elsener, Jr.
and Eduard Elsener with respect to the fairness of the Offer, the discussion is
not an exhaustive list of all information and factors considered. With respect
to their determination of the fairness of the Offer to unaffiliated stockholders
of the Company, Victorinox, Purchaser, Charles Elsener, Sr., Charles Elsener,
Jr. and Eduard Elsener considered a number of factors which can generally be
important in similar transactions -- including the liquidation value of the
Company, its net book value, and other recent firm offers for the Shares -- to
be irrelevant for their purposes. Victorinox, Purchaser, Charles Elsener, Sr.,
Charles Elsener, Jr. and Eduard Elsener generally considered the liquidation
value of the Company to be irrelevant because of their belief that there would
be substantial value in the Company continuing as a going concern, which value
would be eliminated in the event of liquidation. Victorinox, Purchaser, Charles
Elsener, Sr., Charles Elsener, Jr. and Eduard Elsener believe that an analysis
of book value is not a meaningful figure given the nature of the Company's
assets and business. Purchaser, Victorinox, Charles Elsener, Sr., Charles
Elsener, Jr. and Eduard Elsener are unaware of any recent firm offers for the
Shares and Victorinox did not wish to sell its share. Neither Purchaser,
Victorinox, Charles Elsener, Sr.,

Charles Elsener, Jr. nor Eduard Elsener engaged the services of a financial
advisor in proposing the Offer and instead relied primarily on the arms' length
negotiations with the Company in settling on an offer which each believes to be
fair. Based on that negotiation process, Victorinox, Purchaser, Charles Elsener,
Sr., Charles Elsener, Jr. and Eduard Elsener concluded that, on balance, the
potential benefits of the Offer to the stockholders of the Company outweighed
the risks associated therewith. Victorinox, Purchaser, Charles Elsener, Sr.,
Charles Elsener, Jr. and Eduard Elsener did not find it practicable to, and did
not, quantify or otherwise assign relative weight to, the specific positive or
negative factors considered in reaching their determination. Instead, they
conducted an overall analysis of the factors described above.

2. Item 12 is further amended and supplemented to file Exhibit (a)(5)(E) and to
refile Exhibit (c)(2).

<Table>

(a)(5)(E) Press Release issued by Victorinox on August 20, 2002
announcing the extension of the Offer. (Filed herewith)
(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 Amendment No. 2 to the
Company's Schedule 13E-3.+
</Table>

- ---------------
+ 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 3. IDENTITY AND BACKGROUND OF FILING PERSON

Item 3(a) is amended and supplemented as follows:

(a) Name and Address

This Schedule TO is filed by Victorinox, Purchaser, Charles
Elsener, Sr., Charles Elsener, Jr., and Eduard Elsener (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.

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 20, 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

/s/ CHARLES ELSENER, SR.

------------------------------------
Charles Elsener, Sr.

/s/ CHARLES ELSENER, JR.

------------------------------------

Charles Elsener, Jr.

/s/ EDUARD ELSENER

------------------------------------

Eduard Elsener

EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO. EXHIBIT NAME
- ----------- ------------

(a)(1)(A) Offer to Purchase, dated July 23, 2002. (Filed herewith)
(a)(5)(E) Press Release issued by Victorinox on August 20, 2002
announcing the extension of the Offer. (Filed herewith)
(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.+
</Table>

- ---------------

+ Portions of this exhibit have been omitted pursuant to a request for
confidence treatment and have been filed separately with the SEC.