EXHIBIT (a)(1)(D)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MAXWELL SHOE COMPANY INC.
AT
$20.00 NET PER SHARE
BY
MSC ACQUISITION CORP.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
JONES APPAREL GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, APRIL 19, 2004, UNLESS THE OFFER IS EXTENDED.
March 23, 2004
To Brokers, Dealers, Banks, Trust Companies and other Nominees:
We have been engaged by MSC Acquisition Corp., a New York corporation
("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group,
Inc., a Pennsylvania corporation ("Jones"), and Jones to act as Dealer Manager
in connection with Purchaser's offer to purchase (1) all issued and outstanding
shares of Class A Common Stock, par value $.01 per share (the "Shares"), of
Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell") and (2) unless and
until validly redeemed by Maxwell's Board of Directors, the associated rights to
purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the
"Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998
(as amended from time to time, the "Rights Agreement"), by and between Maxwell
and EquiServe Trust Company, N.A., as Rights Agent, at a price of $20.00 per
Share, net to the seller in cash, without interest (the "Offer Price"), upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase
dated March 23, 2004 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"). Unless the context otherwise requires, all references
herein to "Shares" shall be deemed to include the associated Rights, and all
references herein to the "Rights" shall be deemed to include the benefits that
may inure to holders of the Rights pursuant to the Rights Agreement.
Unless the Rights are redeemed prior to the Expiration Date (as defined in
"THE OFFER -- Section 1" of the Offer to Purchase), holders of Shares will be
required to tender one associated Right for each Share tendered in order to
effect a valid tender of such Share. Accordingly, stockholders who sell their
Rights separately from their Shares and do not otherwise acquire Rights may not
be able to satisfy the requirements of the Offer for the tender of Shares. If
the Distribution Date (as defined in "THE OFFER -- Section 11" of the Offer to
Purchase) has not occurred prior to the Expiration Date, a tender of Shares will
also constitute a tender of the associated Rights. If the Distribution Date has
occurred and Rights Certificates (as defined in "INTRODUCTION" of the Offer to
Purchase) have been distributed to holders of Shares prior to the time a
holder's Shares are purchased pursuant to the Offer, in order for Rights (and
the corresponding Shares) to be validly tendered, Rights Certificates
representing a number of Rights equal to the number of Shares tendered must be
delivered to the Depositary (as defined in "INTRODUCTION" of the Offer to
Purchase) or, if available, a Book-Entry Confirmation (as defined in "THE
OFFER -- Section 2" of the Offer to Purchase) must be
received by the Depositary with respect thereto. If the Distribution Date has
occurred and Rights Certificates have not been distributed prior to the time
Shares are purchased pursuant to the Offer, Rights may be tendered prior to a
stockholder receiving Rights Certificates by use of the guaranteed delivery
procedure discussed in "THE OFFER -- Section 3" of the Offer to Purchase. In any
case, a tender of Shares constitutes an agreement by the tendering stockholder
to deliver Rights Certificates to the Depositary representing a number of Rights
equal to the number of Shares tendered pursuant to the Offer within a period
ending on the later of (1) three NASDAQ trading days after the date of execution
of the Notice of Guaranteed Delivery and (2) three business days after the date
Rights Certificates are distributed. Purchaser reserves the right to require
that the Depositary receive Rights Certificates, or a Book-Entry Confirmation,
if available, with respect to such Rights prior to accepting the associated
Shares for payment pursuant to the Offer if the Distribution Date has occurred
prior to the Expiration Date.
If a stockholder desires to tender Shares and Rights pursuant to the Offer
and such stockholder's Share Certificates (as defined in "INTRODUCTION" of the
Offer to Purchase) or, if applicable, Rights Certificates are not immediately
available (including, without limitation, if the Distribution Date has occurred,
but Rights Certificates have not yet been distributed) or the procedures for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Depositary prior to the Expiration
Date, such Shares or Rights may nevertheless be tendered according to the
guaranteed delivery procedures set forth in "THE OFFER -- Section 3" of the
Offer to Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of
documents to the Book-Entry Transfer Facility (as defined in "THE
OFFER -- Section 2" of the Offer to Purchase) in accordance with the Book-Entry
Transfer Facility's procedures does not constitute delivery to the Depositary.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date a number of Shares that,
together with the Shares then owned by Jones and its subsidiaries (including,
without limitation, Purchaser), would represent at least a majority of the total
number of outstanding Shares on a fully diluted basis, (2) Maxwell's Board of
Directors redeeming the Rights or Purchaser being satisfied, in its sole
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Offer and the Proposed Merger (as defined in "INTRODUCTION" of the Offer
to Purchase), (3) Purchaser being satisfied, in its sole discretion, that
Section 203 of the Delaware General Corporation Law will be inapplicable to the
Proposed Merger or any other business combination involving Jones or any of its
subsidiaries (including, without limitation, Purchaser) and Maxwell and (4) the
expiration or termination of all waiting periods imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
regulations thereunder.
Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares and Rights registered in your name or in the name of
your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated March 23, 2004;
2. Letter of Transmittal to be used by stockholders of Maxwell in
accepting the Offer (facsimile copies of the Letter of Transmittal with
original signatures and all required signature guarantees may be used to
tender the Shares and Rights);
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares and Rights in your name or in the name of a
nominee, with space provided for obtaining such client's instructions with
regard to the Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
Share Certificates, or, if applicable, Rights Certificates are not
immediately available (including, without limitation, if the Distribution
Date has occurred, but Rights Certificates have not yet been distributed)
or if the procedures for book-entry transfer cannot be completed on a
timely basis or if time will not permit all required documents to reach the
Depositary by the Expiration Date.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 included in the
Letter of Transmittal; and
6. Return envelope addressed to The Bank of New York, as Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, APRIL 19, 2004, UNLESS
THE OFFER IS EXTENDED.
In all cases, payment for Shares and Rights accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (1) the
Share Certificates and, if applicable, the Rights Certificates, or a timely
Book-Entry Confirmation of the book-entry transfer of such Shares and, if
applicable, Rights (if such procedure is available), into the Depositary's
account at the Book-Entry Transfer Facility, pursuant to the procedures set
forth in "THE OFFER -- Section 3" of the Offer to Purchase, (2) the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message (as defined in "THE
OFFER -- Section 2" of the Offer to Purchase) in connection with a book-entry
transfer effected pursuant to the procedure set forth in "THE OFFER -- Section
3" of the Offer to Purchase, and (3) any other documents required by the Letter
of Transmittal. Accordingly, tendering stockholders may be paid at different
times depending upon when Share Certificates, Rights Certificates or Book-Entry
Confirmations with respect to Shares or, if applicable, Rights, are actually
received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE TO BE PAID BY PURCHASER FOR ANY SHARES, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN PAYING SUCH PURCHASE PRICE.
Neither Purchaser nor Jones will pay any fees or commissions to any broker
or dealer or other person (other than the Dealer Manager and Information Agent)
in connection with the solicitation of tenders of Shares pursuant to the Offer.
You will be reimbursed by Purchaser upon request for customary mailing and
handling expenses incurred by you in forwarding the enclosed Offer materials to
your customers.
Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
If holders of Shares and Rights wish to tender, but it is impracticable for
them to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified under "THE OFFER -- Section 3" of the Offer to
Purchase.
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent at its address and telephone numbers set
forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
BEAR, STEARNS & CO. INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON THE AGENT OF PURCHASER, JONES, MAXWELL, THE DEPOSITARY, THE
INFORMATION AGENT, THE DEALER MANAGER OR ANY AFFILIATE THEREOF OR AUTHORIZE YOU
OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF
OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND
THE STATEMENTS CONTAINED THEREIN.