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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 16)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MAXWELL SHOE COMPANY INC.
(Name of Subject Company (Issuer))
MSC ACQUISITION CORP.
JONES APPAREL GROUP, INC.
(Names of Filing Persons -- Offerors)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
577766108
(CUSIP Number of Class of Securities)
IRA M. DANSKY, ESQ.
JONES APPAREL GROUP, INC.
1411 BROADWAY
NEW YORK, NEW YORK 10018
TELEPHONE: (212) 536-9526
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
SCOTT A. BARSHAY, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 474-1000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$386,390,774 $48,956
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* For purposes of calculating the amount of filing fee only. Based on the
offer to purchase 16,618,958 shares of Class A Common Stock, par value
$.01 per share, of Maxwell Shoe Company Inc., including the associated
preferred stock purchase rights, at a purchase price of $23.25 per share,
net to the seller in cash, without interest. Such number represents the
total of 14,876,431 shares issued and 1,742,527 shares issuable upon
exercise of stock options, in each case as of June 16, 2004.
** The amount of the filing fee is calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, and equals
0.00012670% of the transaction valuation based on Fee Rate Advisory #7 for
Fiscal Year 2004 issued by the SEC on January 26, 2004.
[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: $47,377
Form or Registration No.: Schedule TO (005-43801)
Filing Party: Jones Apparel Group, Inc.
Date Filed: March 23, 2004 and May 26, 2004
SCHEDULE TO
This Statement amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 23, 2004
(as previously amended and supplemented, the "Schedule TO") relating to the
offer by MSC Acquisition Corp., a New York corporation ("Purchaser") and an
indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania
corporation ("Jones"), 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 $23.25 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated March 23, 2004 (as
amended and supplemented, the "Offer to Purchase"), the Supplement to the Offer
to Purchase dated May 26, 2004 (the "First Supplement"), the Second Supplement
to the Offer to Purchase dated June 21, 2004 (the "Second Supplement") and the
related revised Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). Unless the context otherwise
requires, all references to the "Shares" shall be deemed to include the
associated Rights, and all references to the "Rights" shall be deemed to include
the benefits that may inure to holders of Rights pursuant to the Rights
Agreement.
Capitalized terms used herein and not defined herein have the respective
meanings assigned such terms in the Offer to Purchase, the First Supplement, the
Second Supplement and the Schedule TO.
All references in the Offer to Purchase to the offer price of $22.50 per
Share are hereby amended and restated to refer to the revised $23.25 per Share
offer price.
The information set forth in the Second Supplement is hereby incorporated
by reference in answer to Items 1 through 11 of this Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(O) Second Supplement to the Offer to Purchase, dated June
21, 2004.
(a)(1)(P) Revised Letter of Transmittal.
(a)(1)(Q) Revised Notice of Guaranteed Delivery.
(a)(1)(R) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
(a)(1)(S) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.
(d)(3) Agreement and Plan of Merger, dated June 18, 2004, among
Jones Apparel Group, Inc., MSC Acquisition Corp. and
Maxwell Shoe Company Inc.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 21, 2004 that the information set forth
in this statement is true, complete and correct.
MSC ACQUISITION CORP.,
By: /s/ Wesley R. Card
---------------------------------------
Name: Wesley R. Card
Title: Chief Financial Officer
and Treasurer
JONES APPAREL GROUP, INC.,
By: /s/ Wesley R. Card
---------------------------------------
Name: Wesley R. Card
Title: Chief Operating and Financial
Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(O) Second Supplement to the Offer to Purchase, dated June 21,
2004.
(a)(1)(P) Revised Letter of Transmittal.
(a)(1)(Q) Revised Notice of Guaranteed Delivery.
(a)(1)(R) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(S) Form of Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.
(d)(3) Agreement and Plan of Merger, dated as of June 18, 2004, among
Jones Apparel Group, Inc., MSC Acquisition Corp. and Maxwell
Shoe Company Inc.