UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
Amendment No. 1 to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
STEVEN MADDEN, LTD.
(Name
of Subject Company (Issuer))
STEVEN MADDEN, LTD.
(Name
of Filing Person (Issuer))
Common Stock, par value $0.0001 per share
(including the associated Preferred Stock Purchase Rights issued under the
Rights Agreement)
(Title
of Class of Securities)
556 269 108
(CUSIP
Number of Class of Securities)
Jamieson A. Karson
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, New York 11104
(718) 446-1800
(Name, address and telephone number of person
authorized to receive notices
and communications on behalf of Filing Persons)
Copy to:
Allan R. Williams, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
(212) 969-3000
CALCULATION OF FILING FEE
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Transaction Valuation* |
Amount of Filing Fee** |
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$ 52,000,000 |
$ 2,044 |
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Estimated for purposes of calculating the amount of the filing fee only. This amount is based on the purchase of |
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2,600,000 shares of common stock at the maximum tender offer price of $ 20.00 per share. |
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** |
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of |
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1934, as amended, equals $39.30 per million of the value of the transaction. |
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þ |
Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with |
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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. |
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Amount Previously Paid: $2,044 |
Filing Party: Steven Madden, Ltd. |
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Form or Registration No.: Schedule TO |
Date Filed: February 20, 2008 |
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o |
Check the box if the filing relates solely to preliminary communications made before the commencement of a |
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tender offer. |
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Check the appropriate boxes below to designate any transaction to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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x |
issuer tender offer subject to Rule 13e-4. |
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going private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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INTRODUCTION
This Amendment No 1. (this “Amendment No. 1”) amends and supplements the Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on February 20, 2008 relating to the offer by Steven Madden, Ltd., a Delaware corporation (the “Company”), to purchase up to 2,600,000 shares of its common stock, par value $0.0001 per share, at a price not greater than $20.00 nor less than $16.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 20, 2008 and the related Letter of Transmittal, previously filed as Exhibits (a)(1)(A) and (a)(1)(B) respectively, to the Schedule TO (which together, as amended or supplemented from time to time, constitute the “Offer”).
The information contained in the Offer, including all schedules and annexes thereto, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following amendments to the Offer to Purchase and Letter of Transmittal:
On March 14, 2008, the Company issued a press release announcing that for purposes of completing tenders pursuant to a Notice of Guaranteed Delivery, the Company will not regard Friday, March 21, 2008 as a business day. A copy of the press release is filed as Exhibit (a)(1)(J) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and restated as follows:
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EXHIBIT |
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DESCRIPTION |
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(a)(1)(A)* |
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Offer to Purchase dated February 20, 2008. |
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(a)(1)(B)* |
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Letter of Transmittal. |
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(a)(1)(C)* |
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Notice of Guaranteed Delivery. |
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(a)(1)(D)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated February 20, 2008. |
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(a)(1)(E)* |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated February 20, 2008. |
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(a)(1)(F)* |
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
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(a)(1)(G)* |
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Press Release, dated February 19, 2008. |
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(a)(1)(H)* |
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Letter to stockholders of the Company from Jamieson A. Karson, Chairman and Chief Executive Officer, dated February 20, 2008. |
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(a)(1)(J) |
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Press Release announcing that for purposes of completing guaranteed deliveries, the company will not treat Good Friday as a business day, dated March 14, 2008. |
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(d)(1)* |
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Rights Agreement, dated as of November 14, 2001, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2001). |
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(d)( 2 )* |
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The 1998 Stock Plan, approved and adopted on January 16, 1998 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the Commission on July 28, 1998). |
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(d)( 3 )* |
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The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as of March 20, 2000 and March 30, 2001 (incorporated by reference to Exhibit 10.A to the Company’s Registration Statement on Form S-8 filed with the Commission on July 26, 2004). |
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(d)( 4 )* |
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The 2006 Stock Incentive Plan, approved and adopted on May 26, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2006). |
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(d)(5)* |
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Form of Non-Qualified Stock Option Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as amended (the “Plan”), as adopted October 30, 2007. |
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(d)(6)* |
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Form of Non-Qualified Stock Option Agreement (Employee without Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(7)* |
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Form of Non-Qualified Stock Option Agreement (Employee with Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(8)* |
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Form of Restricted Stock Agreement (Chief Executive Officer) under the Plan, as adopted October 30, 2007. |
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(d)(9)* |
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Form of Restricted Stock Agreement (Employee without Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(10)* |
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Form of Restricted Stock Agreement (Employee with Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(11)* |
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Form of Restricted Stock Agreement under the Plan used for grants made to non-employee directors from March 2006 through May 2007, with a schedule setting forth the name of each of the recipients, the date of the grant and the number of shares. |
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(d)(12)* |
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Restricted Stock Agreement, dated March 24, 2006, between Jamieson A. Karson and the Company. |
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(d)(13)* |
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Restricted Stock Agreement, dated March 27, 2007, between Jamieson A. Karson and the Company. |
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(d)(14)* |
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Amendments to Restricted Stock Agreements, dated as of March 23, 2007, between Jamieson A. Karson and the Company. |
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(d)(15)* |
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Restricted Stock Agreement, dated March 24, 2006, between Steven H. Madden and the Company. |
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(d)(16)* |
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Restricted Stock Agreement, dated June 9, 2006, between Steven H. Madden and the Company. |
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(d)(17)* |
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Restricted Stock Agreement, dated March 24, 2006, between Arvind Dharia and the Company. |
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(d)(18)* |
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Restricted Stock Agreement, dated March 20, 2006, between Amelia Newton Varela and the Company. |
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(d)(19)* |
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Restricted Stock Agreement, dated March 20, 2006, between Robert Schmertz and the Company. |
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(d)(20)* |
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Restricted Stock Agreement, dated March 6, 2007, between Arvind Dharia and the Company. |
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(d)(21)* |
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Restricted Stock Agreement, dated March 9, 2007, between Robert Schmertz and the Company. |
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(d)(22)* |
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Restricted Stock Agreement, dated April 25, 2007, between Awadhesh Sinha and the Company. |
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(d)(23)* |
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey Silverman and the Company. |
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(d)(24)* |
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey Silverman and the Company. |
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Previously filed with Schedule TO on February 20, 2008. |
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.
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Date: March 14, 2008 |
STEVEN MADDEN, LTD. |
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By: /s/ Jamieson A. Karson |
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Name: |
Jamieson A. Karson |
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Title: |
Chairman and Chief Executive Officer |
Exhibit Index
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EXHIBIT |
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DESCRIPTION |
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(a)(1)(A)* |
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Offer to Purchase dated February 20, 2008. |
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(a)(1)(B)* |
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Letter of Transmittal. |
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(a)(1)(C)* |
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Notice of Guaranteed Delivery. |
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(a)(1)(D)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated February 20, 2008. |
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(a)(1)(E)* |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated February 20, 2008. |
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(a)(1)(F)* |
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
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(a)(1)(G)* |
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Press Release, dated February 19, 2008. |
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(a)(1)(H)* |
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Letter to stockholders of the Company from Jamieson A. Karson, Chairman and Chief Executive Officer, dated February 20, 2008. |
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(a)(1)(J) |
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Press Release announcing that for purposes of completing guaranteed deliveries, the company will not treat Good Friday as a business day, dated March 14, 2008. |
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(d)(1)* |
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Rights Agreement, dated as of November 14, 2001, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2001). |
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(d)( 2 )* |
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The 1998 Stock Plan, approved and adopted on January 16, 1998 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the Commission on July 28, 1998). |
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(d)( 3 )* |
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The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as of March 20, 2000 and March 30, 2001 (incorporated by reference to Exhibit 10.A to the Company’s Registration Statement on Form S-8 filed with the Commission on July 26, 2004). |
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(d)( 4 )* |
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The 2006 Stock Incentive Plan, approved and adopted on May 26, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2006). |
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(d)(5)* |
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Form of Non-Qualified Stock Option Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as amended (the “Plan”), as adopted October 30, 2007. |
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(d)(6)* |
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Form of Non-Qualified Stock Option Agreement (Employee without Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(7)* |
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Form of Non-Qualified Stock Option Agreement (Employee with Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(8)* |
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Form of Restricted Stock Agreement (Chief Executive Officer) under the Plan, as adopted October 30, 2007. |
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(d)(9)* |
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Form of Restricted Stock Agreement (Employee without Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(10)* |
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Form of Restricted Stock Agreement (Employee with Employment Agreement) under the Plan, as adopted October 30, 2007. |
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(d)(11)* |
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Form of Restricted Stock Agreement under the Plan used for grants made to non-employee directors from March 2006 through May 2007, with a schedule setting forth the name of each of the recipients, the date of the grant and the number of shares. |
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(d)(12)* |
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Restricted Stock Agreement, dated March 24, 2006, between Jamieson A. Karson and the Company. |
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(d)(13)* |
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Restricted Stock Agreement, dated March 27, 2007, between Jamieson A. Karson and the Company. |
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(d)(14)* |
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Amendments to Restricted Stock Agreements, dated as of March 23, 2007, between Jamieson A. Karson and the Company. |
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(d)(15)* |
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Restricted Stock Agreement, dated March 24, 2006, between Steven H. Madden and the Company. |
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(d)(16)* |
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Restricted Stock Agreement, dated June 9, 2006, between Steven H. Madden and the Company. |
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(d)(17)* |
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Restricted Stock Agreement, dated March 24, 2006, between Arvind Dharia and the Company. |
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(d)(18)* |
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Restricted Stock Agreement, dated March 20, 2006, between Amelia Newton Varela and the Company. |
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(d)(19)* |
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Restricted Stock Agreement, dated March 20, 2006, between Robert Schmertz and the Company. |
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(d)(20)* |
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Restricted Stock Agreement, dated March 6, 2007, between Arvind Dharia and the Company. |
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(d)(21)* |
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Restricted Stock Agreement, dated March 9, 2007, between Robert Schmertz and the Company. |
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(d)(22)* |
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Restricted Stock Agreement, dated April 25, 2007, between Awadhesh Sinha and the Company. |
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(d)(23)* |
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey Silverman and the Company. |
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(d)(24)* |
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey Silverman and the Company. |
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Previously filed with Schedule TO on February 20, 2008. |
EXHIBIT (a)(1)(J)
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Company Contact: |
Ed Rosenfeld |
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Executive Vice President, Strategic Planning and Finance |
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Steven Madden, Ltd. |
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(718) 446-1800 |
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Investor Relations: |
Cara O’Brien/Leigh Parrish |
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Financial Dynamics |
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(212) 850-5600 |
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STEVEN
MADDEN, LTD. ANNOUNCES THAT FOR PURPOSES OF COMPLETING
GUARANTEED DELIVERIES UNDER ITS DUTCH AUCTION TENDER OFFER IT WILL NOT
TREAT GOOD FRIDAY, MARCH 21, 2008, AS A BUSINESS DAY
LONG ISLAND CITY, N.Y. – March 14, 2008 – Steven Madden, Ltd. (NASDAQ: SHOO), a leading designer, wholesaler and marketer of fashion footwear and accessories for women, men and children, today announced that it will not treat Good Friday, March 21, 2008, as a business day for purposes of completing tenders pursuant to a Notice of Guaranteed Delivery under its Dutch auction tender offer scheduled to expire at 12:00 Midnight, New York City Time, on March 18, 2008 (the “Expiration Time”). Accordingly, a stockholder who delivers a properly completed and duly executed Notice of Guaranteed Delivery to the Depository prior to the Expiration Time as provided in the Offer to Purchase will have until Monday, March 24, 2008, to complete its tender. This change is necessitated because, in recognition of Good Friday, various financial institutions will be closed on March 21, 2008 and there will be no means to complete tenders on that date.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the company’s common stock. The solicitation of offers to buy the company’s common stock can be made only pursuant to the Offer to Purchase and related materials that the company has sent to its stockholders. Stockholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer. Stockholders are able to obtain copies of the Offer to Purchase, related materials filed by the company as part of the statement on Schedule “TO” and other documents filed with the Securities and Exchange Commission through the Commission’s internet address at http://www.sec.gov without charge. Stockholders and investors may also obtain a copy of these documents, as well as any other documents the company has filed with the Securities and Exchange Commission, without charge, from the company or at the Investor Relations section of the company’s website: http://www.stevemadden.com. Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer. Stockholders and investors who have questions or need assistance may call D.F. King & Co., Inc. at (800) 901-0068. (Banks and Brokers call collect: (212) 269-5550; Institutional Investors call: (212) 493-6933.)
Steven Madden, Ltd. designs and markets fashion-forward footwear and accessories for women, men and children. The shoes and accessories are sold through company-owned retail stores, department stores, apparel and footwear specialty stores, and online at www.stevemadden.com. The Company has several licensees for its brands, including for outerwear, cold weather accessories, eyewear, and girls apparel and owns and operates 100 retail stores, including its online store. Through its wholly-owned subsidiary, Daniel M. Friedman & Associates, the Company is the licensee for Betsey Johnson handbags and belts and Tracy Reese handbags and belts.
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s reports and registration statements filed with the Securities and Exchange Commission.
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