SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
S & K FAMOUS BRANDS, INC.
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(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
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(Title of Class of Securities)
783774-10-2
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(CUSIP Number of Class of Securities)
Robert E. Knowles
Executive Vice President and Chief Financial Officer,
Secretary and Treasurer
11100 West Broad Street, P.O. Box 31800
Richmond, VA 23294-1800
(804) 346-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on behalf of filing persons)
COPY TO:
Robert L. Burrus, Jr., Esq.
McGuireWoods LLP
901 East Cary Street
One James Center
Richmond, VA 23219
(804) 775-1000
April 22, 2002
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$20,000,000 $1,840
*Calculated solely for purposes of determining the filing fee; determined
pursuant to Rule 0-11(b)(1), based upon the purchase of 1,818,181 shares at
$11.00 per share.
/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: $1,840
Form or Registration No.: Schedule TO-I
Filing party: S & K Famous Brands, Inc.
Date Filed: March 28, 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:
/ / 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 the tender offer: / /
2
Amendment No. 2 to SCHEDULE TO
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO relates
to the tender offer by S & K Famous Brands, Inc., a Virginia corporation (the
"Company"), to purchase up to 1,818,181 shares of common stock, par value $.50
per share, at a price, net to the seller in cash, of $11.00 per share, upon the
terms and subject to the conditions set forth in the offer to purchase, dated
March 28, 2002 (the "offer to purchase"), and the related letter of transmittal.
The offer to purchase is amended as set forth below.
ITEM 1. SUMMARY TERM SHEET.
ITEM 4. TERMS OF THE TRANSACTION.
All conditions to the Company's obligations (other than regulatory approvals)
must be satisfied or waived by the time of expiration of the tender offer.
SIGNATURE
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.
S & K FAMOUS BRANDS, INC.
By: /s/ Robert E. Knowles
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Name: Robert E. Knowles
Its: Executive Vice President and Chief
Financial Officer, Secretary and Treasurer
Dated: April 22, 2002