-----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, DLqBKhksnZeJJ9rkRKyJju4L1laI48UixNYBj3nLrUbRlOR/3/end+N26/GGty6Q sCdu5jfcUIF2N6jOiZ2wSQ== /in/edgar/work/20000710/0000950172-00-001232/0000950172-00-001232.txt : 20000712 0000950172-00-001232.hdr.sgml : 20000712 ACCESSION NUMBER: 0000950172-00-001232 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIUMWEAR INC CENTRAL INDEX KEY: 0000069067 STANDARD INDUSTRIAL CLASSIFICATION: [2320 ] IRS NUMBER: 410429620 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-20258 FILM NUMBER: 669972 BUSINESS ADDRESS: STREET 1: 5500 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9529791700 MAIL ADDRESS: STREET 1: 550 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: MUNSINGWEAR INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: [2761 ] IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 5084486111 SC TO-T/A 1 0001.txt SC TO - AMENDMENT NO. 2 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. 2) PREMIUMWEAR, INC. (Name of Subject Company) NEW ENGLAND BUSINESS SERVICE, INC. PENGUIN SUB, INC. (Name of filing persons, Offerors) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 740909106 (CUSIP Number of Class of Securities) CRAIG BARROWS SECRETARY NEW ENGLAND BUSINESS SERVICE, INC. 500 MAIN STREET GROTON, MASSACHUSETTS 01471 (978) 448-6111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: DAVID T. BREWSTER SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE BEACON STREET BOSTON, MA 02108 TELEPHONE: (617) 573-4800 FACSIMILE: (617) 573-4822 CALCULATION OF FILING FEE ============================================================================= Transaction Valuation* Amount of Filing Fee --------------------- -------------------- $39,828,510 $7,966 ================================== ========================================== * Estimated for purposes of calculating the amount of the filing fee only. The filing fee calculation assumes the purchase of all 2,567,485 outstanding shares of PremiumWear, Inc. at a purchase price of $13.50 per share. The transaction value also includes the offer price of $13.50 per share multiplied by the number of outstanding options, which is 382,775. The amount of the filing fee, calculated in accordance with rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate value of this transaction. |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: $7,966 Filing party: New England Business Service, Inc. and Penguin Sub, Inc. Form or Registration No.: Schedule TO Date filed: June 9, 2000 |_| 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: |X| 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 a tender offer: |_| This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed on June 9, 2000 (the "Schedule TO"), as amended by Amendment No. 1 filed on June 27, 2000, by Penguin Sub, Inc. a Delaware corporation ("Purchaser") and a wholly owned subsidiary of New England Business Service, Inc., a Delaware corporation ("Parent"), relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, including the associated rights to purchase preferred stock (collectively, the "Shares"), of PremiumWear, Inc., a Delaware corporation ("PremiumWear"), at $13.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 9, 2000 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO (which, as they may be amended or supplemented from time to time, together constitute the "Offer"). The Offer is made pursuant to an Agreement and Plan of Merger, dated as of May 26, 2000, by and among Parent, Purchaser and PremiumWear, Inc. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule TO. ITEMS 1 THROUGH 9 AND 11. Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: On July 10, 2000, Parent announced (a) that Purchaser has accepted for purchase and payment all Shares validly tendered and not withdrawn pursuant to the Offer as of 5:00 p.m., New York City Time, on July 7, 2000, and (b) that it extended the Offer to 5:00 p.m., New York City Time, on Wednesday, July 12, 2000. Based on preliminary information provided by the Depositary, 2,107,205 Shares had been tendered under the terms of the Offer and not withdrawn as of 5:00 p.m., New York City Time, on July 7, 2000. The number of Shares tendered and not withdrawn represents approximately 82% of the outstanding Shares on a fully diluted basis. On July 10, 2000, Parent issued the press release filed as Exhibit (a)(1)(J). The information set forth in the press release is incorporated by reference herein. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented by adding the following exhibit thereto: (a)(1)(J) Press Release issued by New England Business Service, Inc., dated July 10, 2000. 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. NEW ENGLAND BUSINESS SERVICE, INC. By: /s/ Robert J. Murray ----------------------------------- Name: Robert J. Murray Title: Chairman and Chief Executive Officer PENGUIN SUB, INC. By: /s/ Robert J. Murray ----------------------------------- Name: Robert J. Murray Title: President INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- (a)(1)(J) Press Release issued by New England Business Service, Inc., dated July 10, 2000. EX-99 2 0002.txt EXHIBIT (A)(1)(J) - PRESS RELEASE EXHIBIT (a)(1)(J) July 10, 2000 FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: DANIEL M. JUNIUS OR TIMOTHY D. ALTHOF AT (978) 448-6111 (NEBS) OR JAMES S. BURY AT 612-979-1700 (PREMIUMWEAR) NEW ENGLAND BUSINESS SERVICE, INC. ACCEPTS SHARES FOR PAYMENT, EXTENDS TENDER OFFER FOR PREMIUMWEAR, INC. TO JULY 12, 2000 GROTON, MA -- July 10, 2000 -- New England Business Service, Inc. (NYSE:NEB) today announced that its wholly owned subsidiary, Penguin Sub, Inc., has accepted for purchase and payment, pursuant to its pending tender offer for all of the outstanding shares of the common stock of PremiumWear, Inc. (NASDAQ: WEAR), at $13.50 per share net to the seller in cash, all shares of PremiumWear common stock which were validly tendered and not withdrawn as of 5:00 p.m., New York City Time, on July 7, 2000, and that the tender offer has been extended. NEBS believes that approximately 2,107,205 PremiumWear shares, or 82% of the outstanding PremiumWear shares on a fully diluted basis, were validly tendered pursuant to the tender offer and not withdrawn as of 5:00 p.m., New York City Time, on July 7, 2000. The tender offer, which commenced on June 9, 2000, and was scheduled to expire at 5:00 p.m., New York City Time, on Friday, July 7, 2000, has been extended to 5:00 p.m., New York City Time, on Wednesday, July 12, 2000, unless further extended, to allow PremiumWear stockholders who did not previously tender their shares pursuant to the tender offer to do so. New England Business Service, Inc. is a leading business-to-business provider with 2.5 million active small business customers in the United States, Canada, the United Kingdom and France. NEBS supplies a wide variety of business products and services which are marketed through direct mail, telesales, a direct sales force, dealers and the Internet. More information about New England Business Service, Inc. is available at its Web site at http://www.nebs.com. -----END PRIVACY-ENHANCED MESSAGE-----