SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BELK, INC.
----------------------------------------------------------------------
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
CLASS A COMMON STOCK, $0.01 PAR VALUE
CLASS B COMMON STOCK, $0.01 PAR VALUE
------------------------------------
(Title of Class of Securities)
Not Applicable
------------------------------------
(CUSIP Number of Class of Securities)
RALPH A. PITTS
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
BELK, INC.
2801 WEST TYVOLA ROAD
CHARLOTTE, NORTH CAROLINA 28217-4500
(704) 357-1000
------------------------------------
(Name, address and telephone numbers of persons authorized to
receive notices and communications on behalf of filing persons)
Copy to:
--------------------
JOHN D. CAPERS, JR.
KING & SPALDING LLP
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction valuation Amount of filing fee
N/A* N/A*
- -------------------------------------------------------------------------------
* A filing fee is not required in connection with this filing as it
relates solely to preliminary communications made before the
commencement of a tender offer.
[ ] 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: Not applicable
Form or Registration Number: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[X] 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:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] 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 a tender offer: [ ]
SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") is filed by
Belk, Inc., a Delaware corporation (the "Company"). This Schedule TO relates to
preliminary communications regarding the Company's planned self-tender offer to
purchase up to 3,000,000 shares of its Class A and Class B Common Stock, $0.01
par value per share, for a purchase price of $9.50 per share, net to the seller
in cash, without interest. This Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as
amended.
On April 21, 2003, the Company issued a press release containing
information about the Company's financial results and certain other information
for the fiscal year ended February 1, 2003. A copy of the press release is
attached hereto as Exhibit (a)(5).
THIS SCHEDULE TO CONSTITUTES NEITHER AN OFFER TO BUY NOR THE
SOLICITATION OF AN OFFER TO SELL SHARES. THE SOLICITATION AND OFFER TO BUY THE
COMPANY'S COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE AND
RELATED MATERIALS THAT THE COMPANY EXPECTS TO BEGIN MAILING TO STOCKHOLDERS ON
OR ABOUT APRIL 23, 2003.
WHEN AVAILABLE, STOCKHOLDERS SHOULD READ THE TENDER OFFER MATERIALS
VERY CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TERMS
AND CONDITIONS OF THE OFFER. STOCKHOLDERS MAY OBTAIN THE OFFER TO PURCHASE AND
OTHER FILED DOCUMENTS FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION WEBSITE
AT www.sec.gov OR IN THE "SEC FILINGS" SECTION OF THE COMPANY'S WEBSITE AT
www.belk.com.
ITEM 12. EXHIBITS
(a)(5) Press release, dated April 21, 2003.