-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dq02jMCunCerOJT0VXvvNe5mRS7rxA6cD4WZRXd1/8lvV2ez+gmSSK+G0C3YIjNI pabtGjFuIc0HPA9xwMy9CA== 0000950136-01-500197.txt : 20010501 0000950136-01-500197.hdr.sgml : 20010501 ACCESSION NUMBER: 0000950136-01-500197 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GARAN INC CENTRAL INDEX KEY: 0000039917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 135665557 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-33896 FILM NUMBER: 1616377 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 2125632000 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARAN INC CENTRAL INDEX KEY: 0000039917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 135665557 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 350 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 2125632000 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 SC TO-I 1 file001.txt SCHEDULE SC TO-I 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) ---------- GARAN, INCORPORATED (Name of Subject Company (Issuer)) GARAN, INCORPORATED (Name of Filing Person (Issuer)) Common Stock (Title of Class of Securities) 364802-10-8 (CUSIP Number of Class of Securities) MARVIN S. ROBINSON, ESQ. Vice President - General Counsel and Secretary GARAN, INCORPORATED c/o Tannenbaum, Dubin & Robinson, LLP 1140 Avenue of the Americas New York, New York 10036 (212) 302-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ---------- CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee* *Pursuant to General Instruction D to Schedule TO, no filing fee is required. [ ] Check 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 number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A [x] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this 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. [ ] This issuer Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a tender offer by Garan, Incorporated, a Virginia corporation ("Company"), to purchase up to 700,000 shares of its Common Stock, no par value, at a price not greater than $30.00 nor less than $26.00 net per share in cash. Amendment No. 1 to this Schedule TO, which will include responses to the Items in the schedule, an Offer to Purchase, and other documents, is expected to by filed with the Securities and Exchange Commission and mailed to the Company's shareholders on May 4, 2001. ITEM 12. EXHIBITS. The following Exhibit is submitted herewith: (a)(5) Text of Press Release issued by the Company, dated April 30, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. GARAN, INCORPORATED By: * ----------------------- Name: Title: Dated: April 30, 2001 * Pursuant to General Instruction D to Schedule TO, no signature is required. EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(5) Text of Press Release issued by the Company, dated April 30, 2001. 2 EX-99.(A)(5) 2 file002.txt TEXT OF PRESS RELEASE EXHIBIT (A)(5) GARAN, INC. 350 Fifth Avenue, New York, NY 10118 (212) 563-2000 April 30, 2001 NEWS RELEASE Quarterly Statements of Sales & Earnings, Dividend Release and Self- Tendered Offer: Garan, Incorporated (Amex:Gan) manufacturer of children's, men's and women's wear, has announced that its "Report to Shareholders" will show: Second Fiscal Quarter Sales & Earnings Three Months Ended March 31, 2001 March 31, 2000 Earnings Per Share - Basic $ 1.09 $ .74 - Diluted $ 1.08 $ .74 Net Sales $ 56,685,000 $ 54,668,000 Net Earnings $ 5,538,000 $ 3,937,000 Six Months Ended Earnings Per Share - Basic $ 1.89 $ 1.34 - Diluted $ 1.88 $ 1.33 Net Sales $ 111,738,000 $ 108,013,000 Net Earnings $ 9,615,000 $ 7,121,000 Average Shares Outstanding - Basic 5,083,000 5,322,000 - Diluted 5,105,000 5,348,000 Net sales for the second fiscal quarter of 2001 were $56,685,000, compared to last years sales of $54,668,000. Net earnings for the second fiscal quarter were $5,538,000, equal to $1.09 per share compared to $3,937,000 or $0.74 per share last year. Net sales for the first six months of fiscal 2001 were $111,738,000, compared to $108,013,000 last year. Net earnings for the six month period were $9,615,000, equal to $1.89 per share compared to $7,121,000 or $1.34 per share last year. Self-Tender Offer For Up To 700,000 Shares of Stock On April 30, 2001, Garan's Board of Directors authorized the purchase of as many as 700,000 of its shares of common stock in a tender offer expected to commence by the mailing of materials to shareholders on May 4, 2001, and end on June 6, 2001. The offer to purchase shares will be at a price not in excess of $30.00, nor less than $26.00 net per share. Garan will consider the responses to the offer and select the lowest purchase price that will allow it to buy 700,000 shares. Garan will pay the same price per share for all shares purchased in the offering. If the number of shares properly tendered is equal to or less than the number of shares Garan seeks to purchase through the offer, the purchase price will be the highest price of those prices specified by tendering shareholders. If the number of shares tendered is greater than the number 1 sought, the Company will select the lowest purchase price that will allow it to buy the number of shares it seeks. Georgeson Shareholder has been appointed information agent for the offering. Garan believes that the repurchase of its shares currently represents an excellent use of available funds and indicates confidence in Garan's future. Garan has sufficient liquid assets to consummate the offer without adversely affecting plans for growth of its business. Declaration of Quarterly Dividend On April 30, 2001, Garan's Board of Directors declared a quarterly cash dividend of $0.25 per share payable on May 18, 2001 to shareholders of record on May 10, 2001. Shares which are tendered on the offer will receive the dividend. This press release is for informational purposes only and is not intended to serve as a solicitation to buy securities. Any solicitation to buy securities will be made only pursuant to an Offer to Purchase and Letter of Transmittal which Garan expects to mail to shareholders and file with the Securities and Exchange Commission ("Commission") on May 4, 2001. Before tendering shares, shareholders should read these documents carefully as they will contain important information. Investors can also obtain copies of these and other documents filed with the Commission in connection with the tender offer for free at the Commission's Web site at www.sec.gov http://www.sec.gov and from the Garan. 2 -----END PRIVACY-ENHANCED MESSAGE-----