-----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, KK6MjbfnORNtra0VMvOHC7hLCz6zceh9VTa54BGx1l1l2ypbNZeINtWyK6hW0Mdf H4L5jXkdOo720v1O/JVKJg== 0000950123-02-007298.txt : 20020729 0000950123-02-007298.hdr.sgml : 20020729 20020729151253 ACCESSION NUMBER: 0000950123-02-007298 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWISS ARMY BRANDS INC CENTRAL INDEX KEY: 0000731947 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 132797726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34664 FILM NUMBER: 02713147 BUSINESS ADDRESS: STREET 1: ONE RESEARCH DRIVE STREET 2: PO BOX 874 CITY: SHELTON STATE: CT ZIP: 06484-0874 BUSINESS PHONE: 2039296391 MAIL ADDRESS: STREET 1: ONE RESEARCH DRIVE STREET 2: PO BOX 874 CITY: SHELTON STATE: CT ZIP: 06484-6226 FORMER COMPANY: FORMER CONFORMED NAME: FORSCHNER GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWISS ARMY BRANDS INC CENTRAL INDEX KEY: 0000731947 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 132797726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: ONE RESEARCH DRIVE STREET 2: PO BOX 874 CITY: SHELTON STATE: CT ZIP: 06484-0874 BUSINESS PHONE: 2039296391 MAIL ADDRESS: STREET 1: ONE RESEARCH DRIVE STREET 2: PO BOX 874 CITY: SHELTON STATE: CT ZIP: 06484-6226 FORMER COMPANY: FORMER CONFORMED NAME: FORSCHNER GROUP INC DATE OF NAME CHANGE: 19920703 SC 14D9/A 1 y62132a1sc14d9za.txt AMENDMENT NO. TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE 14D-9 (Rule 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SWISS ARMY BRANDS, INC. (NAME OF SUBJECT COMPANY) SWISS ARMY BRANDS, INC. (NAME OF PERSON(S) FILING STATEMENT) Common Stock, par value $.l0 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 (203) 929-6391 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPIES TO: Priscilla C. Hughes, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104-0050 (212) 468-8000 [ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. This amendment No. 1 amends and supplements the Schedule 14D-9 filed by Swiss Army Brands, Inc. (the "Company"), a Delaware corporation, with the Securities and Exchange Commission (the "SEC") on July 23, 2002. Capitalized terms used but not defined herein have the meanings given to them in such July 23, 2002 filing. ITEM 9. EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented to include the following information: EXHIBIT NO. DESCRIPTION - --------- ------------------------------------------------------------------- (a)(5)(E) -- Press release issued by the Company on July 29, 2002 announcing executive changes. 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. SWISS ARMY BRANDS, INC. By: /s/ Thomas M. Lupinski ---------------------------------- Name: Thomas M. Lupinski Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer Date: July 29, 2002 EXHIBIT INDEX The following item is hereby added to the Exhibit Index: EXHIBIT NO. DESCRIPTION - --------- ------------------------------------------------------------------- (a)(5)(E) -- Press release issued by the Company on July 29, 2002 announcing executive changes. EX-99.A.5.E 3 y62132a1exv99waw5we.txt PRESS RELEASE EXHIBIT (a)(5)(E) [SWISS ARMY BRANDS LETTERHEAD] FOR IMMEDIATE RELEASE: CONTACT: MONDAY, JULY 29, 2002 Thomas M. Lupinski 203-944-2314 SWISS ARMY ANNOUNCES EXECUTIVE CHANGES SHELTON, CONN. - July 29, 2002 -- Swiss Army Brands, Inc. (Nasdaq: SABI) announced today that the firm's Chairman, Peter W. Gilson, and its President, A. Jeffrey Turner, have informed the Company of their respective intentions to resign their positions in the immediate future. As previously announced, a wholly-owned subsidiary of Victorinox, A.G. has initiated a tender offer, subject to certain conditions, for all of the outstanding shares of Swiss Army not already owned by Victorinox and its affiliates. Messrs. Gilson and Turner have each indicated their intention to tender all of the Swiss Army shares held by them. Mr. Gilson has been a Director of Swiss Army since 1994, and Chairman of the Board and Chief Executive Officer since April 1, 2001. He previously served as President and Chief Executive Officer of Physicians Support Systems, Inc. and Warrington Group, Ltd. and as President of GORE-TEX(R) Fabrics Division of W.L. Gore and Associates. Mr. Turner was elected President of Swiss Army effective April 1, 2001 having previously served as Senior Vice President-Marketing and Product Development. He first joined Swiss Army in 1997. Prior to his association with Swiss Army, Mr. Turner was Executive Vice President of Silhouette Optical Limited. During his tenure at Swiss Army, Mr. Turner directed the team responsible for the development of a new marketing platform for the company and had primary responsibility for the development of the firm's successful brand extension and licensing program and for the introduction of numerous new products. Swiss Army Brands, Inc. is the exclusive United States, Canadian and Caribbean marketer of Victorinox(R) Original Swiss Army Knives(TM), multi-tools and SwissCards(TM). In addition to its line of Swiss Army Brand(R) watches, sunglasses and writing instruments, the Company also markets Bear MGC(TM) knives and multi-tools as well as cutlery under the R. H. Forschner(R) brand. The Company sublicenses the famous Victorinox Crest and the Victorinox trademark to select quality manufacturers for Victorinox(R) Travel Gear and Victorinox(R) Apparel. Swiss Army Brands operates a flagship retail store at 136 Prince Street in the SoHo neighborhood of New York City. The company web site is located at ww.swissarmy.com. -----END PRIVACY-ENHANCED MESSAGE-----