SC 13E3 1 y62132e3sc13e3.txt SWISS ARMY BRANDS, INC. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-3 RULE 13E-100 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER (AMENDMENT NO. ) ------------------------ SWISS ARMY BRANDS, INC. (NAME OF THE ISSUER) SWISS ARMY BRANDS, INC. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.10 PER SHARE (TITLE OF CLASS OF SECURITIES) 870827102 (CUSIP NUMBER OF CLASS OF SECURITIES) THOMAS M. LUPINSKI CHIEF FINANCIAL OFFICER SWISS ARMY BRANDS, INC. ONE RESEARCH DRIVE SHELTON, CONNECTICUT 06484 TELEPHONE: (203) 929-6391 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ------------------------ WITH COPIES TO: PRISCILLA C. HUGHES, ESQ. MORRISON & FOERSTER LLP 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104-0050 TELEPHONE: (212) 468-8000 This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] ------------------------ CALCULATION OF FILING FEE
------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE ------------------------------------------------------------------------------------------------------------- $32,095,854 $2,952.82 ------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the filing fee. Calculated by multiplying $9.00, the per share tender offer price, by 3,566,206, the sum of (i) 2,666,706 currently outstanding shares of common stock of Swiss Army Brands, Inc. and (ii) outstanding options with an exercise price of less than $9.00 with respect to 899,500 shares of common stock. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended. [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 statement number, or the form or schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $2,952.82 FILING PARTY: SABI ACQUISITION CORP. FORM OR REGISTRATION NO.: SCHEDULE TO/13E-3 DATE FILED: JULY 23, 2002 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INTRODUCTION This Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") relates to the offer by SABI Acquisition Corp. ("Purchaser"), a Delaware corporation which is wholly owned by Victorinox AG ("Victorinox"), as set forth in the Tender Offer Statement on Schedule TO, dated July 23, 2002 (the "Schedule TO"), to purchase all of the outstanding shares of common stock of Swiss Army Brands, Inc., a Delaware corporation (the "Company" or "SABI"), par value $.10 per share, at a price of $9.00 per share, net to the seller in cash, less any required withholding of taxes and without any payment of interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 23, 2002 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or further supplemented from time to time, constitute the "Offer"). The Schedule TO was filed by Purchaser and Victorinox with the Securities and Exchange Commission (the "SEC") on July 23, 2002. In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on July 23, 2002. The information contained in the Schedule 14D-9 is expressly incorporated by reference in response to the items of this Schedule 13E-3. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer to Purchase and the Schedule TO. ITEM 1. SUMMARY TERM SHEET The information contained in the section "Summary Term Sheet" in the Offer to Purchase is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION (a) Name and Address. The name of the subject company is Swiss Army Brands, Inc., a Delaware corporation. The address of the principal executive offices of the Company is One Research Drive, Shelton, Connecticut 06484. The telephone number of the principal executive offices of the Company is (203) 929-6391. (b) Securities. This Schedule 13E-3 relates to the Company's common stock, par value $.10 per share (the "Shares"). As of the close of business on July 15, 2002, there were 8,275,811 shares of Common Stock outstanding. (c) Trading Market and Price. The information set forth under the caption "The Tender Offer -- Price Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (d) Dividends. The information set forth under the caption "The Tender Offer -- Price Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (e) Prior Public Offerings. Not applicable. (f) Prior Stock Purchases. The information set forth in Schedule II of the Offer to Purchase is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS (a) Name and Address. This Schedule 13E-3 is filed by SABI, which is the issuer and subject company (the "Filing Person"). The name, business address and business telephone number of SABI are set forth in Item 2 above. (b) Business and Background of Entities. The information set forth in Schedule I of the Offer to Purchase is incorporated herein by reference. (c) Business and Background of Natural Persons. The information set forth in Schedule I of the Offer to Purchase is incorporated herein by reference. DIRECTORS AND EXECUTIVE OFFICERS OF SABI. The following table sets forth the name, business address, present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of SABI. During the last five years, neither SABI nor, to the best knowledge of SABI, any of the persons listed below (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws. Unless otherwise indicated, each individual is a citizen of the United States.
NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- Peter W. Gilson (1) Peter W. Gilson, has been a director of the Company since 1994, and served as Chairman of the Executive Committee from June 1995 to November 2000. At the request of the Board, Mr. Gilson became Chairman of the Board of the Company in 1998, and Chief Executive Officer on April 1, 2001. Mr. Gilson served as President and Chief Executive Officer of Physicians Support Systems, Inc., a company specializing in the management of hospitals and physician health care practices from 1991 through the sale of the Company in January 1998. From 1989 to 1998 Mr. Gilson also served as Chief Executive Officer of the Warrington Group, Ltd., a manufacturer of safety products that was previously a division of the Timberland Company, a manufacturer of footwear and outdoor clothing, where Mr. Gilson served as Chief Operating Officer from 1987 to 1989. From 1978 to 1987 he served as President of the GORE-TEX(R) Fabrics Division of W. L. Gore and Associates. Mr. Gilson is also Chairman of the Board of Directors of Outlast Technologies, a specialty textile manufacturer, a director of Glenayre Technologies, Inc. ("Glenayre Technologies"), a manufacturer of wireless telecommunications equipment, a director of The Fort Hill Company, an internet technology service provider, a director of The New Hope Foundation and a Trustee and the Treasurer of Deerfield Academy.
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NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- A. Jeffrey Turner (1) A. Jeffrey Turner, President, was elected to the office of President, effective April 1, 2001. Mr. Turner was promoted to the office of Senior Vice President -- Marketing and Product Development in November 1998. Mr. Turner joined the Company as Vice President of Marketing in March 1997. From 1995 through 1997, Mr. Turner was Executive Vice President of Silhouette Optical Limited, and from 1991 through 1995 he was General Manager/Eyewear Division of Nikon, Inc. Mr. Turner is a citizen of Canada. Louis Marx, Jr. 645 Madison Avenue Louis Marx, Jr., Chairman of the Executive Suite 2200 Committee and a Director of the Company, has New York, NY been associated with the Company for over 25 10022 years and has played a key role in helping to guide its affairs during that entire period. Through discussions with the Chief Executive Officer of Victorinox, he and Mr. Rawn were responsible for the Company obtaining exclusive U.S. distribution rights for Victorinox products and later, together with Mr. Rawn, he negotiated the expansion of the Company's distribution rights to include Canada, Bermuda and the Caribbean. He and Mr. Rawn played an important part in negotiating, on behalf of the Company, the settlement of potentially expensive litigation, and, together with the Company's advisors, has successfully managed the Company's currency hedging program. Mr. Marx has been a venture capital investor for more than thirty years. Mr. Marx, together with his close business associates, have been founders or substantial investors in such companies as Pan Ocean Oil Corporation, Donaldson, Lufkin & Jenrette, Bridger Petroleum Corporation Ltd., Questor Corporation, Environmental Testing and Certification Corporation, Garnet Resources Corporation, The Prospect Group, Inc. and Noel Group, Inc. ("Noel"), a publicly held company which prior to its adoption in 1996 of a Plan of Complete Liquidation and Dissolution, conducted its principal operations through small and medium sized operating companies in which it held controlling interests. Mr. Marx served as a director of The Prospect Group, Inc. ("Prospect"), a company that, prior to its adoption in 1990 of a Plan of Complete Liquidation and Dissolution, conducted its major operations through subsidiaries acquired in leveraged buyout transactions from February 1986, and as Chairman of Prospect's Asset Committee from October 1988 until January 1990. Mr. Marx serves as a trustee of the Mount Sinai-New York University Medical Center, The New York University School of Medicine and Middlebury College. Mr. Marx is also Chairman and a director of Highgate Capital LLC, a private equity
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NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- firm specializing in middle market acquisitions, recapitalizations and expansion capital investments ("Highgate Capital"), a Co-Chairman, director and consultant of Victory Ventures LLC ("Victory Ventures") a private equity firm specializing in small market venture capital investments and the controlling stockholder of Brae Group, Inc., a venture capital firm, and President and Chief Executive Officer of its wholly owned subsidiary, Brae Capital Corporation ("Brae Capital"), which is in the same business. Mr. Marx is also Chairman of United Investors Group, Inc., a venture capital company 49.18% owned by Brae Capital. He is President and a Director of Victorinox -- Swiss Army Knife Foundation, a non-profit corporation formed by the Company for charitable purposes including the improvement of the welfare of underprivileged children. Stanley R. Rawn, 53 Forest Avenue Stanley R. Rawn, Jr., Senior Managing Jr. Old Greenwich, CT Director and a Director of the Company, 06870 actively participates with Mr. Marx in furthering the relationship between the Company and Victorinox as well as in coordinating management strategies. He has also played an important part in obtaining and expanding the Company's exclusive distribution rights covering Victorinox products. Mr. Rawn is a Director and has served as Vice Chairman of the First International Oil Corporation since March 2000. Mr. Rawn has served as the Vice President of Brae Capital since 1998. Mr. Rawn was Chairman and Chief Executive Officer and a director of Adobe Resources Corporation, an oil and gas exploration and production company from November 1985 until the merger of that company in May 1992, and was Chief Executive Officer of Noel from March 1995 through August 1999. Mr. Rawn is also a director of Highgate Capital, Victory Ventures, and Victorinox -- Swiss Army Knife Foundation; and a Trustee of the California Institute of Technology. Herbert M. Friedman 645 Madison Avenue Herbert M. Friedman, has been Vice President Suite 2200 and General Counsel of the Company since May New York, NY 10022 1998 and is also a Director of the Company. Since May 1998, Mr. Friedman has also been an employee of and general counsel to Brae Capital. Mr. Friedman was a partner in the law firm of Zimet, Haines, Friedman & Kaplan until April 1998, where he had been a member since 1967. Mr. Friedman is also a director, for more than five years to the present, of Highgate Capital, Victory Ventures, Connectivity Technologies, Inc., ("Connectivity Technologies"), an acquisition company, and Victorinox -- Swiss Army Knife Foundation.
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NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- Thomas M. Lupinski (1) Thomas M. Lupinski, Senior Vice President, Chief Financial Officer, Secretary and Treasurer of the Company, has been a Senior Vice President of the Company for more than five years. Prior to joining the Company, Mr. Lupinski was Finance Manager for the Revlon Health Care Group from 1982 to 1986 and was with Arthur Andersen & Co. from 1976 through 1982. James R. Cary (1) James R. Cary, Senior Vice President -- Operations, was elected to the office of Vice President of Operations in November 1998 and was promoted to Senior Vice President in February 2000. Mr. Cary was Director of Sales Administration for the Company from May 1996 through November 1998. From 1994 through 1996, Mr. Cary served as Vice President of Sales Administration for Duofold, Inc. From May 1994 through September 1994, Mr. Cary was an independent consultant and from 1991 through 1994 he was a General Manager with Johnson Camping. Susanne Rechner (1), (2) Susanne Rechner, Senior Vice President -- Global Watch and President of Victorinox Swiss Army Watch, S.A., joined the Company as Senior Vice President -- Retail Division in August 2000. Prior to that Ms. Rechner was Vice President -- National Accounts for the Movado Group Inc. from February 1998 to July 2000. From November 1994 through January 1997, Ms. Rechner served as Vice President of National Accounts for Seiko Corporation of America. Robert W. McElroy (1) Robert W. McElroy, Senior Vice President -- Cutlery Products, was elected to the office of Senior Vice President -- Cutlery Products in February 2002. Mr. McElroy has been with the Company for over 20 years and from 1992 to February 2002 had served as Vice President and General Manager-Canada Division. Marc A. Gold (1) Marc A. Gold, was elected to the office of Vice President and Controller in November 1998. Mr. Gold has served the Company as Controller from January 1997 to February 1998. Prior to that Mr. Gold was with Arthur Andersen LLP from 1987 to January 1997 and served as an Audit Manager. A. Clinton Allen Psychemedics Corporation A. Clinton Allen, a Director of the Company, 1280 Massachusetts Avenue is Chairman of Psychemedics Corporation, a Cambridge, MA company that provides testing services for 02138 the detection of abused substances through an analysis of hair samples, and has been a Director since October 1989. Mr. Allen is also Chairman of A. C. Allen & Company, Inc., a Massachusetts based consulting firm. Mr. Allen serves as a director of The DeWolfe Companies, Inc., a real estate company, Steinway
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NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- Musical Instruments, Inc., a manufacturer of pianos and musical instruments, and Collectors Universe, Inc., a provider of services to collectors. Clarke H. Bailey Glenayre Technologies Clarke H. Bailey, a Director of the Company, 11360 Lakefield Drive has served as Chairman of the Board of Duluth, GA Glenayre Technologies since October 1999 and 30097 has served as a Glenayre Director since 1990. (3) Mr. Bailey served from January 1999 until March 2002 as Chairman, Chief Executive Officer and a Director of ShipXact, Inc. a state-of-the-art supply chain logistics, distribution, and fulfillment company. Mr. Bailey also served as Co-Chairman of the Board and a Director of Highgate Capital from February 1995 until March 2002. He is currently a Director of Connectivity Technologies, and a Director of Iron Mountain Incorporated, a full service provider of records and information management services. He served as Chairman, Chief Executive Officer and a Director of Arcus Group, Inc., the leading national provider of secure off-site computer data storage and related disaster recovery services as well as information technology staffing solutions, from February 1995 to January 1998. Robert S. Prather, Bull Run Corporation Robert S. Prather, Jr., a Director of the Jr. 4370 Peachtree Road Company, has served as President and Chief Atlanta, GA 30319 Executive Officer of Bull Run Corporation since 1992. Mr. Prather also serves as a director of Gray Communications, Inc., a company in the television broadcasting business, Rawlings Sporting Goods Company, Inc., a supplier of team sports equipment, Morgan Group, Inc., a transportation company, and Victory Ventures. John Spencer P.O. Box 207 John Spencer, a Director of the Company, is Wainscott, NY currently a trustee at Middlebury College. 11975 Dr. Spencer held the African Studies Professorship at Middlebury College where he was a member of the faculty from 1974 to 1998. He also served as Dean of Middlebury College and Chairman of its History Department. Dr. Spencer is a Trustee of the Cape of Good Hope Foundation and the Institute of Current World Affairs and a director of Victorinox -- Swiss Army Knife Foundation. John V. Tunney Foamex International, John V. Tunney, a Director of the Company Inc. since 1992, has served as Vice Chairman, 41 East 57th Street since 2001, and Director, since 1995, of 34th Floor Foamex International, Inc., a foam New York, NY 10022 manufacturer. Mr. Tunney has served as (4) Chairman of the Board of Foamex Asia, Inc., a joint venture foam fabrication business in Asia, since 1996. Mr. Tunney has served as the President of JVT Consulting, Inc. since 1997. Mr. Tunney is currently Chairman of the Board of Cloverleaf Group, Inc. From 1971 to 1977 Mr. Tunney served as a
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NAME BUSINESS ADDRESS BUSINESS EXPERIENCE ---- ------------------------- ------------------- United States Senator from the State of California and as a Member of the United States House of Representatives from 1965 to 1971. Mr. Tunney is also a director of Victory Ventures. He serves as Chairman of the Board of the UCLA/Hammer Museum of Art.
--------------- (1) Business Address: Swiss Army Brands, Inc. One Research Drive P.O. Box 874 Shelton, CT 06484-0874 (2) Former Business Address: Movado Group, Inc. 125 Chubb Ave. Lyndhurst, NJ 07071 (3) Former Business Address: 1311 Mamaroneck Avenue Suite 170 White Plains, NY 10605 (4) Alternative Business Address: JVT Consulting, Inc. 375 Park Avenue 22nd Floor New York, NY 10152 ITEM 4. TERMS OF THE TRANSACTION (a) Material Terms. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Summary Term Sheet; Introduction; The Tender Offer -- Terms of the Offer; The Tender Offer -- Acceptance for Payment and Payment for Shares; The Tender Offer -- Procedures for Accepting the Offer and Tendering Shares; The Tender Offer -- Withdrawal Rights; The Tender Offer -- Certain United States Federal Income Tax Consequences; and The Tender Offer -- Certain Conditions of the Offer. (c) Different Terms. Not applicable. (d) Appraisal Rights. The information set forth under the caption "The Tender Offer -- Appraisal Rights" in the Offer to Purchase and in Schedule III of the Offer to Purchase, is incorporated herein by reference. (e) Provisions for Unaffiliated Security Holders. None. 7 (f) Eligibility for Listing or Trading. Not applicable. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS (a) Transactions. The information set forth in Schedule II of the Offer to Purchase, in Item 3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the following captions in the Offer to Purchase, is incorporated herein by reference: Special Factors -- Background of Victorinox's Investment in the Company; Special Factors -- Background of the Offer; Special Factors -- Related Party Transactions; and Special Factors -- Interests of Certain Parties in the Offer and Merger. (b) Significant Corporate Events. The information set forth in Schedule II of the Offer to Purchase, in Item 3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the following captions in the Offer to Purchase, is incorporated herein by reference: Special Factors -- Background of Victorinox's Investment in the Company; Special Factors -- Background of the Offer; and Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company. (c) Negotiations or Contacts. The information set forth in Schedule II of the Offer to Purchase, in Item 3, "Past Contacts, Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the following captions in the Offer to Purchase, is incorporated herein by reference: Special Factors -- Background of Victorinox's Investment in the Company; Special Factors -- Background of the Offer; and Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company. (e) Agreements involving the Subject Company's Securities. The information set forth in Schedule II of the Offer to Purchase and under the following captions in the Offer to Purchase is incorporated herein by reference: Introduction; Special Factors -- Background of Victorinox's Investment in the Company; Special Factors -- Background of the Offer; Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; Special Factors -- Related Party Transactions; Special Factors -- Transactions and Arrangements Concerning the Shares; and Special Factors -- Interests of Certain Parties in the Offer and the Merger. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS (b) Use of Securities Acquired. 8 The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Introduction; Special Factors -- Background of the Offer; Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger; and The Tender Offer -- Certain Effects of the Offer. (c) Plans. The information set forth in Item 7, "Purposes of the Transaction and Plans or Proposals" of the Schedule 14D-9, and under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Background of Victorinox's Investment in the Company; Special Factors -- Background of the Offer; Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger; Special Factors -- Interests of Certain Parties in the Offer and the Merger; The Tender Offer -- Price Range of Shares; Dividends; and The Tender Offer -- Certain Effects of the Offer. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS The information set forth at Item 4(b) under the caption "Background; Reasons for the Recommendation of the Special Committee" in the Schedule 14D-9 is incorporated herein by reference. (a) Purposes. The information set forth in Item 7 of the Schedule 14D-9 and under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; Special Factors -- Related Party Transactions; and Special Factors -- Interests of Certain Parties in the Offer and the Merger. (b) Alternatives. The information set forth at Item 4(b) under the caption "Background" in the Schedule 14D-9 is incorporated by reference. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Background of the Offer; and Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company. 9 (c) Reasons. The information set forth at Item 4 in the Schedule 14D-9 and under the following captions in the Offer to Purchase is incorporated herein by reference. Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; and Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger. (d) Effects. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Introduction; Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger; The Tender Offer -- Certain United States Federal Income Tax Consequences; and The Tender Offer -- Certain Effects of the Offer. ITEM 8. FAIRNESS OF THE TRANSACTION (a) Fairness. The information set forth at Item 4(a) under the caption in the Schedule 14D-9 entitled "Recommendation of the Special Committee" is incorporated herein by reference. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Reports, Opinions and Appraisals; and Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger. (b) Factors Considered in Determining Fairness. The information set forth at Item 4(b) under the following caption "Reasons for the Recommendation of the Special Committee" in the Schedule 14D-9 is incorporated herein by reference. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Reports, Opinions and Appraisals; and Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger. (c) Approval of Security Holders. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Purpose and Structure of the Offer and the Merger; Reasons of Victorinox for the Offer and the Merger; Plans for the Company; and The Tender Offer -- Terms of the Offer. (d) Unaffiliated Representative. The information set forth in Item 5 under the caption in the Schedule 14D-9 entitled "Person/Assets, Retained, Employed, Compensated or Used" is incorporated herein by reference. 10 The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Reports, Opinions and Appraisals; and Special Factors -- Background of the Offer. (e) Approval of Directors. The information set forth at Item 4(a) under the caption "Recommendation of the Special Committee" and Item 4(b) under the caption "Reasons for the Recommendation of the Special Committee" in the Schedule 14D-9 are incorporated herein by reference. The information set forth under the following captions in the Offer to Purchase is incorporated herein by reference: Special Factors -- Reports, Opinions and Appraisals; and Special Factors -- Background of the Offer. (f) Other Offers. None. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS (a) Report, Opinion or Appraisal. The information set forth under the caption in the Offer to Purchase entitled "Special Factors -- Reports, Opinions and Appraisals" is incorporated herein by reference. (b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth under the caption in the Offer to Purchase entitled "Special Factors -- Reports, Opinions and Appraisals" is incorporated herein by reference. Needham & Company, Inc. ("Needham") delivered an oral opinion, subsequently confirmed by delivery of a written opinion to the Special Committee of SABI, dated as of June 14, 2002, that, as of that date, and subject to the matters and assumptions set forth in the opinion, the proposed offer price of $9.00 per share was fair from a financial point of view to the holders of shares of SABI other than the Victorinox Group. The full text of the written opinion of Needham which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Needham in connection with the opinion, is attached as Annex A to the Schedule 14D-9 and is incorporated by reference in this Schedule 13E-3. Stockholders are urged to, and should read, the opinion in its entirety. In arriving at its opinion, Needham, among other things: - reviewed certain publicly available information concerning SABI and certain other relevant financial and operating data of SABI furnished to them by SABI; - reviewed the historical stock price and trading volume of SABI's Common Stock; - held discussions with members of management of SABI concerning SABI's past and current operations, past and current financial conditions, current and future business prospects and long term relationship with Victorinox; - reviewed certain internal financial forecasts prepared by the management of SABI and certain financial forecasts prepared by Needham based on these internal forecasts of SABI's management; - compared certain publicly available financial data of companies whose securities are traded in the public markets and that Needham deemed relevant to similar data for SABI; - compared precedent transaction multiples in which the acquiror had a preexisting ownership of the target exceeding 50%; 11 - compared precedent transaction multiples of selected brand and apparel acquisitions; and - performed and/or considered such other studies, analyses, inquiries and investigations as Needham deemed appropriate. Needham assumed and relied on the accuracy and completeness of all of the financial and other information reviewed by it for purposes of its opinion and neither attempted to verify independently nor assumed responsibility for verifying any of such information. In addition, Needham did not consider the tax implications to SABI, Victorinox or any holders of the SABI's Common Stock in connection with the Proposal. With respect to SABI's financial forecasts, including forecasts of its subsidiaries, provided to Needham by SABI's management, Needham, with SABI's consent and based upon discussions with SABI's management, assumed that such forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of such management, at the time of preparation, of the future operating and financial performance of SABI. Needham expressed no opinion with respect to such forecasts or estimates or the assumptions on which they were based. Needham did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of SABI. No limitations were imposed by SABI on Needham with respect to the investigations made or procedures followed by Needham in rendering its opinion. In connection with its engagement, Needham was not requested to, and did not, solicit third party indications of interest in the possible acquisition of all or a part of SABI. In connection with its engagement, Needham was not requested to and did not participate in the negotiation or structuring of the Proposal and, accordingly, Needham's opinion did not address and expressed no view as to the relative merits of the Proposal as compared to any alternative business strategies that might have existed for SABI or the effect of any other transaction in which SABI might have engaged. In addition, Needham's opinion did not take into account and was not based on its assessment of the structure or terms of the Proposal and expressed no opinion with respect to (a) the implications of the lack of a binding agreement expressing specific terms upon which the proposed transaction must be consummated, and (b) the potentially adverse effect that termination or modification of the Proposal might have on SABI. In preparing its opinion, Needham performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial and comparative analyses performed by Needham in arriving at its opinion. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham, the tables must be read together with the full text of each summary. The following is a summary of the material financial analyses presented by Needham to the Special Committee in connection with the rendering of its opinion. This summary does not purport to be a complete description of the analyses performed by Needham. Needham made no attempt to assign specific weights to particular analyses or factors considered, but, rather, made qualitative judgments as to the significance and relevance of all the analyses and factors considered. Accordingly, Needham believed that its analysis and summary set forth below, must be considered as a whole and that selecting portions of the analyses and the factors considered by Needham could create a misleading or incomplete view of the processes underlying the analyses performed by Needham. VALUATION METHODOLOGY. Needham analyzed the preexisting relationship between SABI and Victorinox, including two joint ventures in which each of SABI and Victorinox own 50% and that are consolidated into SABI's financial results. These two joint ventures are: - Xantia S.A., the principal supplier of watches to SABI and manufacturer of watches for third-party customers; and - Victorinox Swiss Army Watch S.A. ("VSA"), a watch company that combines the watch businesses of SABI and Victorinox outside the United States, Canada and the Caribbean. Given the nature of the transaction, Needham's valuation of SABI was based on the portion of SABI not owned by Victorinox. In addition, Needham's valuation considered all significant non-operating assets of SABI. 12 SELECTED COMPANY ANALYSIS. Using publicly available information, Needham compared selected historical and projected financial and market data and ratios for SABI to the corresponding data and ratios of certain other publicly traded companies that Needham deemed relevant because their respective business models focused on brand recognition within the retail industry. The selected public comparables were categorized in three tiers based on market capitalization. These companies, referred to as the "selected companies," categorized by tier, are: Tier One: Tiffany & Co.; Coach, Inc.; and Oakley, Inc. Tier Two: Energizer Holdings, Inc.; The Timberland Company; Columbia Sportswear Company; Kenneth Cole Productions, Inc.; Fossil, Inc.; Quicksilver, Inc.; and Movado Group, Inc. Tier Three: Tropical Sportswear International Corporation; Vans, Inc.; A.T. Cross Company; Perry Ellis International, Inc.; Cutter & Buck, Inc.; and Deckers Outdoor Corporation. The following table sets forth information concerning the following multiples for the selected companies and for SABI: - total enterprise value as a multiple of last twelve months' revenues; - total enterprise value as a multiple of estimated calendar 2002 revenues; - total enterprise value as a multiple of estimated calendar 2003 revenues; - total enterprise value as a multiple of last twelve months' earnings before interest, taxes, depreciation and amortization; - total enterprise value as a multiple of last twelve months' earnings before interest and taxes; - price as a multiple of last twelve months earnings per share; - price as a multiple of estimated calendar 2002 earnings per share; - price as a multiple of estimated calendar 2003 earnings per share; and - market value as a multiple of most recent quarter book value. Needham calculated multiples for the selected companies and SABI based on the closing stock price of $6.23 on June 10, 2002. The table below sets forth the multiples yielded from the selected company analysis. 13
ENTERPRISE VALUE/ PRICE/ ------------------------------------------- --------------------------- REVENUES EPS -------------------------- EBITDA EBIT --------------------------- MARKET VALUE/ LTM CY 2002E CY 2003E LTM LTM LTM CY 2002E CY 2003E LAST Q BOOK ---- -------- -------- ------ ----- ----- -------- -------- ------------- TIER ONE Mean................. 3.3x 2.9x 2.4x 14.7x 18.5x 30.3x 25.5x 21.2x 6.9x Median............... 3.4x 3.2x 2.4x 14.4x 19.0x 31.7x 26.2x 21.2x 5.0x High................. 3.5x 3.2x 2.8x 16.0x 19.2x 31.7x 28.0x 24.0x 10.8x Low.................. 3.0x 2.5x 2.0x 13.9x 17.3x 27.4x 22.2x 18.4x 4.7x TIER TWO Mean................. 1.3x 1.2x 1.1x 9.5x 11.5x 20.4x 16.8x 14.1x 3.1x Median............... 1.2x 1.2x 1.1x 8.7x 11.0x 15.6x 16.2x 14.0x 3.7x High................. 1.7x 1.6x 1.5x 15.4x 18.4x 33.3x 25.3x 20.6x 4.1x Low.................. 1.1x 1.0x 0.9x 6.8x 7.7x 12.6x 12.5x 10.6x 1.5x TIER THREE Mean................. 0.6x 0.4x 0.3x 6.3x 9.3x 14.0x 12.7x 7.2x 1.2x Median............... 0.6x 0.4x 0.3x 6.4x 9.2x 12.0x 8.2x 7.2x 0.9x High................. 0.9x 0.5x 0.3x 8.7x 12.0x 19.9x 26.8x 7.2x 2.0x Low.................. 0.4x 0.3x 0.3x 4.4x 5.9x 10.3x 7.5x 7.2x 0.8x SABI*................ 0.6X 0.5X 0.5X NM NM NM 36.7X 14.2X 0.7X
--------------- The financial data under the column headers CY 2002E and CY 2003E represents estimated financial data for each the respective calendar year. LTM: Last twelve months NM: Not meaningful EBIT: Earnings before interest and taxes EBITDA: Earnings before interest, taxes, depreciation and amortization Last Q Book: Last quarter's book value * Multiples employ the $6.23 closing sale price on June 10, 2002 of SABI Common Stock. Based on the selected company analysis, a specific maximum and minimum multiple range between the ranges below were used to value SABI consolidated and Xantia S.A. and VSA individually.
METRIC MULTIPLE RANGE ------ -------------- Total Enterprise Value/CY 2002E Revenue..................... 0.7x - 1.3x Total Enterprise Value/LTM EBITDA........................... 7.5x - 10.2x Price/CY 2002E Earnings..................................... 15.0x - 18.3x Market Value/Most Recent Quarter Book Value................. 0.8x - 1.3x
Valuations based on multiples of estimated 2003 earnings before interest, taxes, depreciation and amortization and estimated 2003 earnings were discounted to present values at discount rates between 13% - 14%. To arrive at an implied stock price range for SABI as a stand-alone entity, Needham made three adjustments to the SABI consolidated implied equity valuation range: - Deducting 50% of the value of Xantia S.A. held by Victorinox; - Deducting 50% of the value of VSA held by Victorinox; and - Adding the present value of non-operating assets that consist of life insurance policies held by the Company. The valuation range of the life insurance policies was based on the projected cash values of each policy discounted at 4.0%. SABI provided Needham the projected cash values. 14 The valuation based on publicly traded comparable companies yielded a valuation range for SABI net of Victorinox's holdings in Xantia S.A. and VSA from approximately $58.2 million to $102.7 million. These values represent a fully diluted per share value from approximately $6.98 to $11.76. DISCOUNTED CASH FLOW ANALYSIS. Needham also performed a discounted cash flow analysis based on the financial information provided by the management of the Company for the fiscal years ending December 31, 2002 to December 31, 2006. The discounted cash flow analysis determined the estimated after-tax cash flows to be generated over the period commencing with the year ending December 21, 2002 and then added a terminal value based upon a range of multiples of earnings before interest, taxes, depreciation and amortization for the year ending December 31, 2004 based on the multiples of comparable companies. The discount range used to calculate the present value of the terminal value and the free cash flows for SABI consolidated, Xantia S.A. and VSA was 10.0% to 15.0%. Having valued each entity on a discounted cash flow basis, Needham made three adjustments to the SABI consolidated implied equity valuation range: - Deducting 50% of the value of Xantia S.A. held by Victorinox; - Deducting 50% of the value of VSA held by Victorinox; and - Adding the present value of non-operating assets that consisted of life insurance policies held by the Company. The valuation range of the life insurance policies was based on the projected cash values of each policy discounted at 4.0%. SABI provided Needham the projected cash values. The valuation based on discounted cash flow analysis yielded a valuation range for SABI net of Victorinox's holdings in Xantia S.A. and VSA from approximately $65.8 million to $96.6 million. These values represent a fully diluted per share value from approximately $7.84 to $11.15. SELECTED TRANSACTION ANALYSIS. Needham analyzed publicly available financial information for selected transactions that were deemed relevant. The first set analyzed transaction multiples in which the acquiror had a preexisting ownership of the target exceeding 50% for transactions since January 1, 2000. The second set analyzed transaction multiples of selected brand and apparel acquisitions since January 1, 1997. In examining the selected transactions, Needham analyzed: - total enterprise value as a multiple of target's last twelve months net sales; - total enterprise value as a multiple of target's last twelve months earnings before interest and taxes; - total enterprise value as a multiple of target's last twelve months earnings before interest, taxes, depreciation and amortization; - total equity value as a multiple of target's last twelve months net income; - total equity value as a multiple of target's most recent quarter book value; - one day target stock price premium; - percentage of target owned by acquiror prior to announcement; and - percentage of target acquired by acquiror post-transaction. 15 Based on the proposed $9.00 stock price of SABI, Needham calculated the implied premium and multiples of SABI. The following table sets forth information concerning the multiples and transaction premiums resulting from Needham's analysis. ACQUIRORS WITH PREEXISTING OWNERSHIP GREATER THAN 50%
January 1, 2000 to June 10, 2002 --------------------------------------------------------------------------------- EQUITY VALUE/ ENTERPRISE VALUE/TARGET LTM ------------------ --------------------------- LTM NET ONE-DAY NET SALES EBIT EBITDA INCOME BOOK PREMIUM % OWNED % ACQUIRED --------- ------ ------ ---------- ----- ------- ------- ---------- MEAN......................... 2.1x 17.2x 15.3x 30.5x 2.5x 35.1% 72.8% 85.9% MEDIAN....................... 1.1x 13.1x 9.3x 16.5x 1.8x 24.7% 73.2% 100.0% HIGH......................... 14.4x 102.6x 145.1x 260.2x 14.7x 220.0% 96.2% 100.0% LOW.......................... 0.1x 2.1x 1.3x 2.8x -0.5x -15.8% 50.6% 3.8%
SELECTED BRAND AND APPAREL RETAILERS
January 1, 1997 to June 10, 2002 --------------------------------------------------------------------------------- EQUITY VALUE/ ENTERPRISE VALUE/TARGET LTM ------------------ --------------------------- LTM NET ONE-DAY NET SALES EBIT EBITDA INCOME BOOK PREMIUM % OWNED % ACQUIRED --------- ------ ------ ---------- ----- ------- ------- ---------- MEAN................... 0.9x 30.1x 9.3x 17.2x 6.0x 39.1% 55.3% 83.4% MEDIAN................. 0.6x 14.4x 7.3x 18.6x 1.8x 38.8% 56.5% 100.0% HIGH................... 2.9x 184.3x 25.8x 31.1x 29.8x 114.9% 92.3% 100.0% LOW.................... 0.3x 6.3x 4.3x 1.3x 0.6x 7.1% 16.0% 7.7%
SABI MULTIPLES AT AN IMPLIED STOCK PRICE OF $9.00
ENTERPRISE VALUE/TARGET LTM EQUITY VALUE/ --------------------------- ---------------------- ONE-DAY NET SALES EBIT EBITDA LTM NET INCOME BOOK PREMIUM --------- ------ ------ -------------- ----- ------- 0.7X NM 31.5X NM 1.0X 44.4%
The resulting one-day premium range within each the two sets analyzed by Needham for its selected transaction analysis supported the 44.4% premium over the price of SABI's Common Stock as of June 10, 2002. No company, transaction or business used in the "Selected Company Analysis," "Selected Transaction Analysis," or "Discounted Cash Flow Analysis" as a comparison is identical to SABI or Victorinox. Accordingly, an evaluation of the results of these analyses is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the business segments, companies or transactions to which they are being compared. OTHER ANALYSES. In rendering its opinion, Needham considered various other analyses, including a history of trading prices and volumes for SABI, a purchase price sensitivity analysis that measured trading multiples at varying prices of SABI common stock and a current stockholder analysis of SABI. The summary set forth above does not purport to be a complete description of the analyses performed by Needham in connection with the rendering of its opinion. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, Needham believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its opinion. In its analyses, Needham made numerous assumptions with respect to industry performance, general 16 business and economic conditions and other matters, many of which are beyond the control of the parties. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable. Additionally, analyses relating to the values of businesses or assets do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Needham's opinion and its related analyses were only one of many factors considered by the Special Committee in its evaluation of the Proposal and should not be viewed as determinative of the views of the Special Committee with respect to the fairness of the offer price. Needham has not expressed any opinion as to the prices that SABI Common Stock will actually trade at any time. In addition, Needham expressed no opinion or recommendation as to whether or not stockholders of SABI should tender their shares pursuant to the Offer or as to any other matters relating to the Offer. Under the terms of the Needham engagement letter, SABI has paid or agreed to pay Needham a nonrefundable fee of $200,000 for rendering the Needham opinion, an engagement fee of $25,000 upon retaining Needham as a financial advisor and a fee of $25,000 upon receipt of an offer for the proposed transaction. SABI has also agreed to reimburse Needham for its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its counsel, and to indemnify Needham and related parties against certain liabilities arising out of or in connection with or as a result of Needham's engagement as financial advisor to the Special Committee, including certain liabilities under the federal securities laws. Needham is a nationally recognized investment banking firm. As part of its investment banking services, Needham is frequently engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham was retained by the Special Committee to provide an opinion as to the fairness of the offer based on Needham's experience as a financial advisor in mergers and acquisitions as well as Needham's familiarity with retail companies. The information set forth at Item 4 under the caption in the Schedule 14D-9 entitled "The Solicitation or Recommendation" and the fairness opinion of Needham attached to the Schedule 14D-9 as Annex A are incorporated herein by reference. (c) Availability of Documents. The information set forth in the fairness opinion of Needham attached to the Schedule 14D-9 as Annex A is incorporated herein by reference. ITEM 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION (a) Source of Funds. The information set forth under the caption "The Tender Offer --Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. (b) Conditions. The information set forth under the caption "The Tender Offer -- Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. (c) Expenses. The information set forth under the caption in the Offer to Purchase entitled "The Tender Offer -- Fees and Expenses" is incorporated herein by reference. (d) Borrowed Funds. Not applicable. 17 ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) Securities Ownership. The information set forth under the caption "Special Factors -- Interests of Certain Parties in the Offer and the Merger" in the Offer to Purchase is incorporated herein by reference. (b) Securities Transactions. The information set forth under Item 6 of the Schedule 14D-9 entitled "Interest in Securities of the Subject Company" is incorporated herein by reference. ITEM 12. THE SOLICITATION OR RECOMMENDATION (d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth under Item 4(c) of the Schedule 14D-9 entitled "Intent to Tender" is incorporated herein by reference. (e) Recommendations of Others. The information set forth under Items 4(a) and (b) of the Schedule 14D-9 entitled "Recommendation of the Special Committee" and "Background; Reasons for the Recommendation of the Special Committee," respectively, is incorporated herein by reference. The information set forth under the Offer to Purchase entitled "Special Factors -- Position of Victorinox and Purchaser regarding Fairness of the Offer and the Merger" is incorporated herein by reference. ITEM 13. FINANCIAL STATEMENTS (a) Financial Information. The information set forth in the Offer to Purchase entitled "The Tender Offer -- Certain Information Concerning the Company" is incorporated herein by reference. The information set forth in Item 8 of SABI's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 is incorporated herein by reference. The information set forth in Item 1 of SABI's Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2002 is incorporated herein by reference. (b) Pro Forma Information. Not applicable. ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED (a) Solicitations or Recommendations. The information set forth at Item 5 in the Schedule 14D-9 under the caption "Persons/Assets Retained, Employed, Compensated or Used" is incorporated herein by reference. (b) Employees and Corporate Assets. The information set forth at Item 5 in the Schedule 14D-9 under the caption "Persons/Assets Retained, Employed, Compensated or Used" is incorporated herein by reference. ITEM 15. ADDITIONAL INFORMATION (b) Other Material Information. The information contained in the Offer to Purchase is incorporated herein by reference. 18 ITEM 16. EXHIBITS (a)(1)(A) Offer to Purchase dated July 23, 2002, incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(B) Form of Letter of Transmittal, incorporated by reference to Exhibit (a)(1)(B) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(C) Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit (a)(1)(C) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit (a)(1)(D) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit (a)(1)(E) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, incorporated by reference to Exhibit (a)(1)(F) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(G) Letter to Stockholders of the Company dated July 23, 2002. (a)(2)(A) Solicitation/Recommendation Statement, incorporated by reference to Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (a)(5)(A) Press Release issued by the Company on June 12, 2002 announcing Victorinox's proposal of the Offer, incorporated by reference to Schedule 14D-9, filed by the Company with the SEC on June 12, 2002. (a)(5)(B) Press Release issued by the Company on June 17, 2002 announcing pending stockholder lawsuits, incorporated by reference to Schedule 14D-9/A filed by the Company with the SEC on June 17, 2002. (a)(5)(C) Press Release issued by the Company on July 23, 2002 announcing the Special Committee's recommendation of the Offer, incorporated by reference to Schedule 14D-9 filed by the Company with the SEC on July 23, 2002. (a)(5)(D) Summary newspaper advertisement dated July 23, 2002, and printed in The New York Times, incorporated by reference to Exhibit (a)(5)(B) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (b) Not applicable. (c)(1) Fairness Opinion from Needham & Company, Inc. to the Special Committee, dated June 14, 2002, incorporated by reference to Annex A on Schedule 14D-9 filed by the Company with the SEC on July 23, 2002. (c)(2) Project Alps Materials for Discussion presented by Needham & Company, Inc. to the Special Committee of the Board of Directors of the Company on June 11, 2002. (d)(1) Complaint of Eugenia G. Vogel against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 12, 2002. (d)(2) Complaint of John Calabria against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 12, 2002. (d)(3) Complaint of Alan R. Kahn against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 13, 2002. (d)(4) Complaint of Brickell Partners against Peter W. Gilson, et al., filed in the Connecticut Superior Court, Judicial District of Ansonia-Milford at Milford, on June 19, 2002. (d)(5) Letter Agreement dated December 12, 1983 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(6) Mutual Agreement dated as of October 20, 1986 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
19 (d)(7) Letter Agreement dated as of October 20, 1986 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(8) Mutual Agreement dated April 6, 1992 between The Forschner Group, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. (d)(9) Mutual Agreement dated December 21, 1993 between The Forschner Group, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (d)(10) Letter Agreement dated September 27, 1996 between Swiss Army Brands, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (d)(11) Letter Agreement dated July 15, 1999 between Swiss Army Brands, Inc. and Victorinox AG, incorporated by reference to Exhibit (e)(9) of Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (d)(12) Letter Agreement dated September 15, 2000 between Swiss Army Brands, Inc. and Victorinox AG, incorporated by reference to Exhibit (e)(10) of Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (d)(13) Victorinox Swiss Army Watch AG Agreement dated July 30, 2001 between Swiss Army Brands, Inc. and Victorinox AG incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K/A filed with the SEC on August 17, 2001. (d)(14) Share Purchase Agreement, dated as of June 23, 2000 (the "Xantia Agreement"), by and among the Company, Swiss Army Brands CH, Inc. (the "Buyer") and Michel and Irene Thievent (collectively, the "Sellers") with respect to Xantia S.A., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(15) Amendment to the Xantia Agreement, dated as of July 10, 2000, by and among the Buyer, and the Sellers, incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(16) Second Amendment to the Xantia Agreement, dated as of July 24, 2000, by and among the Company, the Buyer, the Sellers and Victorinox AG, incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(17) 1993 Stock Option Plan, incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (d)(18) 1994 Stock Option Plan, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8, No. 33-87078 filed by The Forschner Group, Inc. with the SEC on December 6, 1994. (d)(19) Non-Incentive Stock Option Agreement dated as of July 29, 1994 between The Forschner Group, Inc. and Brae Group, Inc., incorporated by reference to Exhibit (10)-2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. (d)(20) 1996 Stock Option Plan, incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (d)(21) Confidentiality Agreement dated July 15, 2002 between the Company and Victorinox. (d)(22) Services Agreement dated as of July 29, 1994 between The Forschner Group, Inc. and Brae Group, Inc., incorporated by reference to Exhibit (10)-1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. (d)(23) Consulting Agreement dated as of December 7, 1991 by and between The Forschner Group, Inc. and Louis Marx, Jr., incorporated by reference to Exhibit (10)-6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(24) Letter Agreement dated April 23, 1998 between Swiss Army Brands, Inc. and Brae Capital Corporation, incorporated by reference to Exhibit (e)(18) of Schedule 14D-9, filed by the Company with the SEC on July 23, 2002.
20 (d)(25) Pages F-1 through F-24 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and pages F-1 through F-24 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 are incorporated herein by reference. (d)(26) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 are incorporated herein by reference. (f) Section 262 of the Delaware General Corporation Law, included as Schedule B of the Offer to Purchase, incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002.
The information incorporated by reference may be read and copied at the following locations at the SEC: Public Reference Room New York Regional Office Chicago Regional Office 450 Fifth Street, NW 233 Broadway 500 West Madison Street, Washington, D.C. 20549 New York, New York 10279 Suite 1400, Chicago, Illinois 60661-2511
Please call the SEC at 1-800-732-0330 for further information on the public reference rooms. The Company's SEC filings should also be available to the public room commercial document retrieval services and at the Internet world wide web site that the SEC maintains at http://www.sec.gov. 21 SIGNATURES After due inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. SWISS ARMY BRANDS, INC. By: /s/ THOMAS M. LUPINSKI ------------------------------------ Name: Thomas M. Lupinski Title: Senior Vice President and Chief Financial Officer Dated: July 23, 2002 22 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated July 23, 2002, incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(B) Form of Letter of Transmittal, incorporated by reference to Exhibit (a)(1)(B) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(C) Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit (a)(1)(C) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit (a)(1)(D) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit (a)(1)(E) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, incorporated by reference to Exhibit (a)(1)(F) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (a)(1)(G) Letter to Stockholders of the Company dated July 23, 2002. (a)(2)(A) Solicitation/Recommendation Statement, incorporated by reference to Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (a)(5)(A) Press Release issued by the Company on June 12, 2002 announcing Victorinox's proposal of the Offer, incorporated by reference to Schedule 14D-9, filed by the Company with the SEC on June 12, 2002. (a)(5)(B) Press Release issued by the Company on June 17, 2002 announcing pending stockholder lawsuits, incorporated by reference to Schedule 14D-9/A filed by the Company with the SEC on June 17, 2002. (a)(5)(C) Press Release issued by the Company on July 23, 2002 announcing the Special Committee's recommendation of the Offer, incorporated by reference to Schedule 14D-9 filed by the Company with the SEC on July 23, 2002. (a)(5)(D) Summary newspaper advertisement dated July 23, 2002, and printed in The New York Times, incorporated by reference to Exhibit (a)(5)(B) on Schedule TO, filed by Victorinox with the SEC on July 23, 2002. (b) Not applicable. (c)(1) Fairness Opinion from Needham & Company, Inc. to the Special Committee, dated June 14, 2002, incorporated by reference to Annex A on Schedule 14D-9 filed by the Company with the SEC on July 23, 2002. (c)(2) Project Alps Materials for Discussion presented by Needham & Company, Inc. to the Special Committee of the Board of Directors of the Company on June 11, 2002. (d)(1) Complaint of Eugenia G. Vogel against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 12, 2002. (d)(2) Complaint of John Calabria against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 12, 2002. (d)(3) Complaint of Alan R. Kahn against Swiss Army Brands, Inc., et al., filed in the Delaware Court of Chancery in and for New Castle County, on June 13, 2002. (d)(4) Complaint of Brickell Partners against Peter W. Gilson, et al., filed in the Connecticut Superior Court, Judicial District of Ansonia-Milford at Milford, on June 19, 2002. (d)(5) Letter Agreement dated December 12, 1983 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(6) Mutual Agreement dated as of October 20, 1986 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(7) Letter Agreement dated as of October 20, 1986 between Victorinox Cutlery Company and The Forschner Group, Inc., incorporated by reference to Exhibit (10)-3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
(d)(8) Mutual Agreement dated April 6, 1992 between The Forschner Group, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-13 to Annual Report on Form 10-K for the fiscal year ended December 31, 1992. (d)(9) Mutual Agreement dated December 21, 1993 between The Forschner Group, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (d)(10) Letter Agreement dated September 27, 1996 between Swiss Army Brands, Inc. and Victorinox Cutlery Company, incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (d)(11) Letter Agreement dated July 15, 1999 between Swiss Army Brands, Inc. and Victorinox AG, incorporated by reference to Exhibit (e)(9) on Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (d)(12) Letter Agreement dated September 15, 2000 between Swiss Army Brands, Inc. and Victorinox AG, incorporated by reference to Exhibit (e)(10) on Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (d)(13) Victorinox Swiss Army Watch AG Agreement dated July 30, 2001 between Swiss Army Brands, Inc. and Victorinox AG incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K/A filed with the SEC on August 17, 2001. (d)(14) Share Purchase Agreement, dated as of June 23, 2000 (the "Xantia Agreement"), by and among the Company, Swiss Army Brands CH, Inc. (the "Buyer") and Michel and Irene Thievent (collectively, the "Sellers") with respect to Xantia S.A., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(15) Amendment to the Xantia Agreement, dated as of July 10, 2000, by and among the Buyer, and the Sellers, incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(16) Second Amendment to the Xantia Agreement, dated as of July 24, 2000, by and among the Company, the Buyer, the Sellers and Victorinox AG, incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on August 7, 2000. (d)(17) 1993 Stock Option Plan, incorporated by reference to Exhibit (10)-1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (d)(18) 1994 Stock Option Plan, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8, No. 33-87078 filed by The Forschner Group, Inc. with the SEC on December 6, 1994. (d)(19) Non-Incentive Stock Option Agreement dated as of July 29, 1994 between The Forschner Group, Inc. and Brae Group, Inc., incorporated by reference to Exhibit (10)-2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. (d)(20) 1996 Stock Option Plan, incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (d)(21) Confidentiality Agreement dated July 15, 2002 between the Company and Victorinox. (d)(22) Services Agreement dated as of July 29, 1994 between The Forschner Group, Inc. and Brae Group, Inc., incorporated by reference to Exhibit (10)-1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. (d)(23) Consulting Agreement dated as of December 7, 1991 by and between The Forschner Group, Inc. and Louis Marx, Jr., incorporated by reference to Exhibit (10)-6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (d)(24) Letter Agreement dated April 23, 1998 between Swiss Army Brands, Inc. and Brae Capital Corporation, incorporated by reference to Exhibit (e)(18) on Schedule 14D-9, filed by the Company with the SEC on July 23, 2002. (d)(25) Pages F-1 through F-24 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and pages F-1 through F-24 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 are incorporated herein by reference. (d)(26) Pages 3 through 10 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 are incorporated herein by reference. (f) Section 262 of the Delaware General Corporation Law, included as Schedule B of the Offer to Purchase, incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed by Victorinox with the SEC on July 23, 2002.