-----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, DXtCuUJ082aX1nvwKQ2n7o6jtWO8c3RM2qWDUbYXTTdLm0FU8qAJgoD+slGeLbZz /FzctmSWVDie5Ec/UXl3hg== 0001033525-01-500020.txt : 20010615 0001033525-01-500020.hdr.sgml : 20010615 ACCESSION NUMBER: 0001033525-01-500020 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010614 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/A SEC ACT: SEC FILE NUMBER: 005-33896 FILM NUMBER: 1660763 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/A 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/A 1 garantoam3.txt SCHEDULE TO-I AMENDMENT NO. 3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2001 ========================================================================= 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) AMENDMENT NO. 3 GARAN, INCORPORATED (Name of Subject Company (Issuer)) GARAN, INCORPORATED (Name of Filing Person (Issuer)) COMMON STOCK (INCLUDING ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (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 $21,000,000 $4,200 - ------------------------------------------------------------------------------- *Calculated solely for the purpose of determining the filing fee, based upon the purchase of 700,000 shares at $30 per share. [X] 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: $4,200 Filing Party: Issuer Form or Registration No.: Schedule Date Filed: May 4, 2001 TO-I/A [ ] 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 [ ] going-private transaction subject to Rule 14d-1 subject to Rule 13e-3 [X] issuer tender offer [ ] amendment to Schedule 13D subject to Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] =============================================================================== This Amendment No. 3 amends and supplements the Tender Offer statement on Schedule TO filed on April 30, 2001, with amendments filed on May 4, 2001, and May 16, 2001, which related to an offer by Garan, Incorporated, a Virginia corporation ("Company"), to purchase up to 700,000 shares of its Common Stock, including the associated Common Stock Purchase Rights ("Shares"), as provided in the Offer to Purchase dated May 4, 2001 ("Offer to Purchase"), at a purchase price not greater than $30 nor less than $26 net per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal which together constitute the "Offer." The information in the Offer is hereby incorporated by reference in response to all items of this Schedule TO as amended by Amendments 1 and 2 and this Amendment 3 thereto. ITEM 4. TERMS OF THE TRANSACTION. The tender offer expired at 5:00 p.m., New York City time, on June 6, 2001. A total of 596,250 Shares were validly tendered, not properly withdrawn, and accepted for purchase by the Company at a purchase price of $30 per Share. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(1)(i) Form of Offer to Purchase dated May 4, 2001, as previously amended.* (a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9).* (a)(1)(iii) Form of Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees.* (a)(1)(v) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees.* (a)(2) Form of Letter to Shareholders of the Company dated May 4, 2001, from Seymour Lichtenstein and Jerald Kamiel, Chairman and President, respectively, of the Company.* (a)(5)(i) Text of Press Release issued by the Company dated April 30, 2001.* (a)(5)(ii) Text of the Company's response dated May 16, 2001, to the Securities and Exchange Commission comment letter dated May 11, 2001.* (a)(5)(iii) Text of Press Release issued by the Company dated June 7, 2001. (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. * Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete, and correct. GARAN, INCORPORATED By: /s/ William J. Wilson -------------------------------------- Name: William J. Wilson Title: Vice President - Finance and Administration Dated: June 14, 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------ ---------------------------------------------------------------- (a)(1)(i) Form of Offer to Purchase dated May 4, 2001, as previously amended.* (a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9).* (a)(1)(iii) Form of Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees. (a)(1)(v) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees.* (a)(2) Form of Letter to Shareholders of the Company dated May 4, 2001, from Seymour Lichtenstein and Jerald Kamiel, Chairman and President, respectively, of the Company.* (a)(5)(i) Text of Press Release issued by the Company dated April 30, 2001.* (a)(5)(ii) Text of the Company's response dated May 16, 2001, to the Securities and Exchange Commission comment letter dated May 11, 2001.* (a)(5)(iii) Text of Press Release issued by the Company dated June 7, 2001. (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. * Previously filed. EX-5 2 garantoam3x.txt EXHIBIT (A)(5)(III) Exhibit (a)(5)(iii) June 7, 2001 Garan, Incorporated Self-Tender Completed GARAN, INCORPORATED (AMEX:GAN), a manufacturer of children's, men's, and women's apparel, has announced that its tender offer for up to 700,000 shares of its common stock expired at 5:00 pm New York time on June 6, 2001. The preliminary results show that a total of 540,590 shares were tendered and, based upon such results, Garan will purchase all shares tendered. The purchase price will be $30 per share. Payment will be made on or about June 11, 2001. The final number of shares tendered will be determined after all transmittal documents have been processed and will be reported in an amendment to Garan's Schedule TO-I to be filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----