SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 19*)
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 $0.01 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
*Constituting the final amendment to Schedule TO
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 $0.01 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
(the "Offer to Purchase"), dated March 23, 2004, the Supplement thereto dated
May 26, 2004 (the "First Supplement"), the Second Supplement thereto dated
June 21, 2002 (the "Second Supplement") and in the related revised Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). Unless the context otherwise requires, all references
herein to the "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 Rights pursuant to the Rights Agreement.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS; ITEM 8. INTEREST
IN SECURITIES OF MAXWELL.
On July 9, 2004, the guaranteed delivery period in respect of the Offer
expired. In the Offer, after giving effect to settlement of Shares tendered
pursuant to Notices of Guaranteed Delivery, Purchaser acquired an aggregate of
13,777,724 Shares for an aggregate purchase price of approximately $320,332,083.
Such Shares represent approximately 92.6% of the oustanding Shares.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of July 12, 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