UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
LITTLE SWITZERLAND, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
TSAC CORP.
TIFFANY & CO.
TIFFANY & CO. INTERNATIONAL
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
537528-10-1
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICK B. DORSEY
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TIFFANY & CO.
600 MADISON AVENUE
NEW YORK, NY 10022
(212) 230-5320
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
COPY TO:
STEVEN R. FINLEY
GIBSON, DUNN & CRUTCHER LLP
200 PARK AVENUE
NEW YORK, NY 10166
(212) 351-4000
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$26,143,709(1) $2,405.22(2)
(1) The transaction value is estimated for purposes of calculating the filing
fee only. This calculation assumes the purchase of 10,893,212 shares of
common stock, par value $.01 per share (the "Shares"), of Little
Switzerland, Inc., at a purchase price of $2.40 per Share, net to the seller
in cash. Such number of Shares is based on information received from Little
Switzerland, Inc. and assumes (i) 9,311,972 Shares outstanding (excluding
Shares already held by Tiffany International) as of August 14, 2002 and (ii)
the exercise of up to 1,524,500 options to purchase Shares and 56,740
warrants, on or prior to the expected consummation of the tender offer.
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8
of 2002 issued by the Securities and Exchange Commission on January 16,
2002.
[x] Check 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: $2,405.22 FILING PARTY: TSAC CORP.
TIFFANY & CO.
TIFFANY & CO. INTERNATIONAL
FORM OR
REGISTRATION NO.:SCHEDULE TO-T DATE FILED: AUGUST 15, 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. 7 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission on August 15, 2002 (as amended and supplemented, the
"Schedule TO") by Tiffany & Co., a Delaware corporation ("Tiffany"), Tiffany
International, a Delaware corporation and wholly-owned subsidiary of Tiffany
("International"), and TSAC Corp., a Delaware corporation and a wholly-owned
subsidiary of International ("Purchaser"). This Schedule TO relates to the offer
by Purchaser to purchase all the outstanding shares of common stock, par value
$.01 per share (the "Shares"), of Little Switzerland, Inc., a Delaware
corporation, 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 (as amended and supplemented, the "Offer to Purchase"), and the related
Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal
were attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the
Schedule TO filed with the Securities and Exchange Commission on August 15,
2002.
Except as otherwise set forth below, the information set forth in the Offer
to Purchase, including all schedules thereto, is hereby expressly incorporated
herein by reference in response to all items of this Schedule TO, including,
without limitation, all of the information required by Schedule 13E-3 that is
not included or covered by the items in Schedule TO. Capitalized terms used but
not otherwise defined have the respective meanings ascribed to them in the Offer
to Purchase.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of Schedule TO is hereby supplemented by including the following:
Item 11 of Schedule TO is hereby supplemented by including the
following:
On October 9, 2002, Tiffany issued a press release announcing that the
extended offer and withdrawal period of the Offer expired on Tuesday, October 8,
2002, and that Purchaser accepted for payment all Shares validly tendered and
not withdrawn as of October 8, 2002. Additionally, Tiffany announced that
Purchaser commenced a subsequent offering period beginning at 5:00 p.m., New
York City time, on Tuesday, October 8, 2002. The subsequent offering period will
expire at 5:00 p.m., New York City time, on October 25, 2002.
Purchaser accepted for payment approximately 4,456,760 shares of Little
Switzerland that had been validly tendered in the offer and extended offer
periods and not withdrawn as of October 8, 2002 (including approximately 6,621
shares that were guaranteed to be delivered).
The Majority of the Minority Condition has been satisfied. As was
announced prior to the extended offer and withdrawal period, Purchaser has
waived the Minimum Condition.
The full text of Tiffany's October 8, 2002 press release is attached
hereto as Exhibit (a)(1)(xiii).
ITEM 12. EXHIBITS
Item 12 of Schedule TO is hereby supplemented by including the following:
(a)(1)(xiii) Text of Press Release issued by Tiffany on October 9, 2002.
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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.
TIFFANY & CO.
By: /s/ PATRICK B. DORSEY
-----------------------------------
Name: Patrick B. Dorsey
Title: Senior Vice President,
Secretary and General Counsel
TIFFANY & CO. INTERNATIONAL
By: /s/ PATRICK B. DORSEY
------------------------------------
Name: Patrick B. Dorsey
Title: Vice President and Secretary
TSAC CORP.
By: /s/ PATRICK B. DORSEY
------------------------------------
Name: Patrick B. Dorsey
Title: Secretary and Treasurer
Dated: October 9, 2002
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