SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Williams-Sonoma, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.01 par value
Stock-Settled Stock Appreciation Rights
(Title of Class of Securities)
969904101
(CUSIP Number of Class of Securities’ Underlying Common Stock)
Seth R. Jaffe, Esq.
David R. King, Esq.
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA 94109
(415) 421-7900
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Aaron J. Alter, Esq.
Richard A. Kline, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee | |
| $7,695,772 |
$429.42 | |
| * | Calculated solely for purposes of determining the filing fee. This amount assumes that options and/or stock-settled stock appreciation rights to purchase 3,156,600 shares of common stock of Williams-Sonoma, Inc. having an aggregate value of $7,695,772 as of March 16, 2009 will be exchanged or cancelled pursuant to this offer. The aggregate value of such securities was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the value of this transaction. |
| þ | 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: $429.42.
Form or Registration No.: Schedule TO-I.
Filing party: Williams-Sonoma, Inc.
Date filed: March 16, 2009.
| ¨ | 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:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | 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 the tender offer: ¨
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule TO originally filed with the Securities and Exchange Commission on March 16, 2009 (the “Schedule TO”) by Williams-Sonoma, Inc., a California corporation (“Williams-Sonoma” or the “Company”), in connection with the Company’s offer to exchange certain options and stock-settled stock appreciation rights (“SSARs”) to purchase up to an aggregate of 3,156,600 shares of the Company’s common stock, whether vested or unvested, that were granted on or before August 9, 2007 with an exercise price per share above $27.72 (the “Eligible Awards”). These Eligible Awards may be exchanged for Restricted Stock Units (“RSUs”) upon the terms and subject to the conditions set forth in (i) the Offer to Exchange Certain Outstanding Options and Stock-Settled Stock Appreciation Rights for Restricted Stock Units, dated March 16, 2009 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), (ii) the Form of Message to Equity Award Exchange Eligible Associates from Howard Lester, titled “Equity Award Exchange Program,” dated March 16, 2009, previously filed as Exhibit (a)(1)(B), (iii) the Election Form, previously filed as Exhibit (a)(1)(D), (iv) the Withdrawal Form, previously filed as Exhibit (a)(1)(E), and (v) the Guide to the Equity Award Exchange Program, previously filed as Exhibit (a)(1)(J). The following disclosure materials also were made available to eligible associates: (I) Forms of Messages to Equity Award Exchange Eligible Associates, titled “Equity Award Exchange Program - Website Training Sessions” and “Your Associate ID Number,” previously filed as Exhibit (a)(1)(C), (II) the Form of Confirmation Message of Receipt of Election or Withdrawal Form, previously filed as Exhibit (a)(1)(F), (III) the Form of Reminder Messages, previously filed as Exhibit (a)(1)(G), (IV) the Screen Shots of Offer Website, attached hereto as Exhibit (a)(1)(H), (V) the Form of Schedule of Eligible Awards, attached hereto as Exhibit (a)(1)(I) and (V) the Additional Reminder Message, attached hereto as Exhibit (a)(1)(K). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” An “eligible associate” refers to all employees of the Company or its subsidiaries who are based in the United States and who remain U.S.-based employees through the date exchanged Eligible Awards are cancelled. Notwithstanding the foregoing, employees notified in January 2009 of a scheduled termination date that is prior to the scheduled expiration date of the Exchange Offer on April 10, 2009, the Company’s named executive officers and members of the Company’s board of directors, in each case, as of the commencement of the offer, are not eligible.
The information in the Disclosure Documents, including all schedules and exhibits to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.
Only those items in the Offer to Exchange that have been amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
| Item 1. | Summary Term Sheet. |
The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.
| Item 2. | Subject Company Information. |
| (a) | Name and Address. |
The information set forth in the Offer to Exchange under the caption “The Offer” titled “Information concerning Williams-Sonoma” is incorporated herein by reference.
| (b) | Securities. |
The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
| (a) | Material Terms. |
The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and the section under the caption “The Offer” titled “Conditions of the offer” is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
| (a) | Purposes. |
The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.
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| Item 7. | Source and Amount of Funds or Other Consideration. |
| (b) | Conditions. |
The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “Conditions of the offer” is incorporated herein by reference.
| Item 10. | Financial Statements. |
| (a) | Financial Information. |
The information set forth in Schedule B to the Offer to Exchange and in the sections of the Offer to Exchange under the captions “The Offer” titled “Financial Statements” and “The Offer” titled “Additional Information” is incorporated herein by reference. The Company’s Annual Reports on Form 10-K and the Quarterly Reports on Form 10-Q can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.
| Item 12. | Exhibits. |
Item 12 is hereby amended and restated to add or update the following disclosure materials provided to eligible employees of the Company: Offer to Exchange Certain Outstanding Options and Stock-Settled Stock Appreciation Rights for Restricted Stock Units, dated March 16, 2009, attached hereto as Exhibit (a)(1)(A), Screen Shots of Offer Website, attached hereto as Exhibit (a)(1)(H), Form of Schedule of Eligible Awards, attached hereto as Exhibit (a)(1)(I), and Additional Reminder Message, attached hereto as Exhibit (a)(1)(K).
| (a)(1)(A) | Offer to Exchange Certain Outstanding Options and Stock-Settled Stock Appreciation Rights for Restricted Stock Units, dated March 16, 2009. |
| (a)(1)(B)* | Form of Message to Equity Award Exchange Eligible Associates from Howard Lester, titled “Equity Award Exchange Program,” dated March 16, 2009. |
| (a)(1)(C)* | Forms of Messages to Equity Award Exchange Eligible Associates, titled “Equity Award Exchange Program - Website Training Sessions” and “Your Associate ID Number.” |
| (a)(1)(D)* | Election Form. |
| (a)(1)(E)* | Withdrawal Form. |
| (a)(1)(F)* | Forms of Confirmation Messages of Receipt of Election or Withdrawal Forms. |
| (a)(1)(G)* | Forms of Reminder Messages. |
| (a)(1)(H) | Screen Shots of Offer Website. |
| (a)(1)(I) | Form of Schedule of Eligible Awards. |
| (a)(1)(J)* | Guide to the Equity Award Exchange Program. |
| (a)(1)(K) | Additional Reminder Message. |
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| (b) | Not applicable. |
| (d)(1)* | Amended and Restated Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan. |
| (d)(2)* | Form of Restricted Stock Unit Agreement under the Amended and Restated Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 2008, as filed with the Commission on June 11, 2008, File No. 001-14077). |
| (g) | Not applicable. |
| (h) | Not applicable. |
| * | Previously filed. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.
| WILLIAMS-SONOMA, INC. |
| /s/ Sharon L. McCollam |
| Sharon L. McCollam |
| Executive Vice President, |
| Chief Operating and Chief Financial Officer |
Date: April 6, 2009
INDEX TO EXHIBITS
| Exhibit |
Description | |
| (a)(1)(A) |
Offer to Exchange Certain Outstanding Options and Stock-Settled Stock Appreciation Rights for Restricted Stock Units, dated March 16, 2009. | |
| (a)(1)(B)* |
Form of Message to Equity Award Exchange Eligible Associates from Howard Lester, titled “Equity Award Exchange Program,” dated March 16, 2009. | |
| (a)(1)(C)* |
Forms of Messages to Equity Award Exchange Eligible Associates, titled “Equity Award Exchange Program - Website Training Sessions” and “Your Associate ID Number.” | |
| (a)(1)(D)* |
Election Form. | |
| (a)(1)(E)* |
Withdrawal Form. | |
| (a)(1)(F)* |
Forms of Confirmation Messages of Receipt of Election or Withdrawal Forms. | |
| (a)(1)(G)* |
Forms of Reminder Messages. | |
| (a)(1)(H) |
Screen Shots of Offer Website. | |
| (a)(1)(I) |
Form of Schedule of Eligible Awards. | |
| (a)(1)(J)* |
Guide to the Equity Award Exchange Program. | |
| (a)(1)(K) |
Additional Reminder Message. | |
| (b) |
Not applicable. | |
| (d)(1)* |
Amended and Restated Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan. | |
| (d)(2)* |
Form of Restricted Stock Unit Agreement under the Amended and Restated Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 2008, as filed with the Commission on June 11, 2008, File No. 001-14077. | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed. |