KATE Kate Spade & Company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

 

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KATE SPADE & COMPANY

(Name of Subject Company)

CHELSEA MERGER SUB INC.

(Offeror)

COACH, INC.

(Names of Filing Persons)

 

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COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

485865109

(CUSIP Number of Class of Securities)

Todd Kahn

President, Chief Administrative Officer & Secretary

Coach, Inc.

10 Hudson Yards

New York, New York 10001

(212) 594-1850

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

with copies to:

 

Brian Mangino, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

801 17 ^th Street NW

Washington, District of Columbia 20006

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CALCULATION OF FILING FEE

 

Transaction Valuation*	Amount of Filing Fee**
$2,383,828,854.00	$276,285.76

 

 

 

 

☒	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:	$276,285.76	Filing Party:	Chelsea Merger Sub Inc. and Coach, Inc.
Form or Registration No.:	Schedule TO	Date Filed:	May 26, 2017

 

 

☐	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.
	☐	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: ☐

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Coach, Inc., a Maryland corporation (“Parent”), and Chelsea Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned direct subsidiary of Parent, with the Securities and Exchange Commission on May 26, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule TO”).  The Schedule TO relates to the tender offer by Merger Sub for all of the outstanding shares of common stock, par value $1.00 per share (“Shares”), of Kate Spade & Company, a Delaware corporation (“Kate Spade”), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated May 26, 2017 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

 

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment is being filed to reflect certain updates as reflected below.

 

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Item 11.

Additional Information.

Regulation M-A Item 1011  

The Offer to Purchase and Item 11 of the Schedule TO are hereby amended as follows:

1. The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals — Compliance with the HSR Act” of the Offer to Purchase is hereby amended and supplemented by deleting the second paragraph of such section and replacing such paragraph with the following:

2. The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented to add the paragraphs set forth below:

“On May 31, 2017, a putative class action complaint was filed by a purported stockholder of Kate Spade challenging the Transactions in the United States District Court for the Southern District of New York. The case is captioned Rosenfeld vs. Kate Spade & Company, et al., Case No. 1:17-CV-04085 (S.D.N.Y). The complaint names as defendants Kate Spade and members of the Kate Spade Board. The complaint alleges, among other things, that Kate Spade and/or the members of the Kate Spade Board violated Sections 14(d), 14(e) and 20(a) of the Exchange Act and certain rules promulgated thereunder by omitting or misrepresenting certain allegedly material information in the Schedule 14D-9, which the plaintiff-stockholder argues is necessary for stockholders to make an informed decision as to whether to tender their Shares. As relief, the plaintiff-stockholder seeks in the complaint, among other things, an injunction against the Transactions, rescissory damages should the Transactions not be enjoined, and an award of the costs of the action, including attorneys’ and experts’ fees.  A copy of the complaint is annexed hereto and incorporated by reference as Exhibit (a)(5)(A) to this Amendment.

Similar stockholder actions relating to the Transactions may be filed during and after this offering.”

SIGNATURES

 

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 2, 2017

 

CHELSEA MERGER SUB INC.
By:	/s/ Todd Kahn
	Name:	Todd Kahn
	Title:	President & Secretary

 

COACH, INC.
By:	/s/ Todd Kahn
	Name:	Todd Kahn
	Title:	President, Chief Administrative Officer & Secretary

 

*	Previously filed.