SC TO-T/A 1 sctota.txt SCHEDULE TO AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MAXWELL SHOE COMPANY INC. (Name of Subject Company (Issuer)) MSC ACQUISITION CORP. JONES APPAREL GROUP, INC. (Names of Filing Persons -- Offerors) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 577766108 (CUSIP Number of Class of Securities) IRA M. DANSKY, ESQ. JONES APPAREL GROUP, INC. 1411 BROADWAY NEW YORK, NEW YORK 10018 TELEPHONE: (212) 536-9526 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: SCOTT A. BARSHAY, ESQ. CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019 TELEPHONE: (212) 474-1000 SCHEDULE TO This Statement amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 23, 2004 (as previously amended, the "Schedule TO"), relating to the offer by MSC Acquisition Corp., a New York corporation ("MSC") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"), to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $20.00 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 (the "Offer to Purchase") dated March 23, 2004, and in the related Letter of Transmittal. Unless the context otherwise requires, all references herein to the "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase and the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. On April 1, 2004, Maxwell filed a lawsuit in the United States District Court for the District of Massachusetts against Jones and MSC alleging that Jones and MSC made materially false and misleading statements and omissions in violation of the federal securities laws in connection with the Offer and their possible solicitation of consents from Maxwell stockholders. Jones and MSC believe that the claims and allegations asserted in the lawsuit are without merit and intend to vigorously defend against the lawsuit. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of April 2, 2004 that the information set forth in this statement is true, complete and correct. MSC ACQUISITION CORP., By: /s/ Wesley R. Card ------------------------------ Name: Wesley R. Card Title: Chief Financial Officer and Treasurer JONES APPAREL GROUP, INC., By: /s/ Wesley R. Card ------------------------------ Name: Wesley R. Card Title: Chief Operating and Financial Officer