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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 1)
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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RUSS BERRIE AND COMPANY, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON)
VARIOUS CLASSES OF OPTIONS TO PURCHASE COMMON STOCK,
STATED VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
782233100
(CUSIP NUMBER OF COMMON STOCK UNDERLYING OPTIONS)
ANDREW R. GATTO
CHIEF EXECUTIVE OFFICER
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
(201) 337-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
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WITH COPIES TO:
ARNOLD BLOOM, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
(201) 405-7373
and
KAYE SCHOLER LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
ATTENTION: JOEL I. GREENBERG, ESQ.
(212) 836-8000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$976,127.25 $123.68
* Calculated solely for purposes of determining the filing fee. This amount
assumes the purchase of all options to purchase common stock of Russ Berrie
and Company, Inc. issued pursuant to stock option plans outstanding on May
25, 2004, for a maximum aggregate purchase price of $976,127.25. The amount
of the filing fee equals .01267% of the value of the transaction.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $123.68 Filing Party: Russ Berrie and
Company, Inc.
Form or Registration No.: Schedule TO Date Filed: May 28, 2004
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[ ] 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 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO originally filed with the Securities and Exchange
Commission on May 28, 2004 (as amended, the "Schedule TO") by Russ Berrie and
Company, Inc., a New Jersey corporation (the "Company"), relating to an offer by
the Company, for compensatory purposes, to purchase outstanding options to buy
shares of the Company's Common Stock, $0.10 stated value per share, issued
pursuant to any of its various equity compensation plans, from all eligible
participants, for the various purchase prices and on the terms and subject to
the conditions set forth in an Offer to Purchase Specified Options (the "Offer
Statement"), dated May 28, 2004, and in the related Letter of Transmittal, filed
with the original Schedule TO as Exhibits (a)(1)(i) and (a)(1)(iii),
respectively.
The information set forth in the Offer Statement is incorporated into this
Amendment by reference with respect to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent expressly provided herein.
ITEMS 1 THROUGH 11.
Items 1 through 11 of the original Schedule TO, which incorporates by
reference the information contained in the Offer Statement, are hereby amended
as follows:
(1) The last two sentences of the third paragraph of the answer to question 26
under the section titled "Questions and Answers About the Procedures for
Electing to Tender Options for Purchase" under the caption "Summary Term Sheet"
of the Offer Statement are hereby deleted and replaced with the following:
"Subject to our rights to extend,terminate and amend this offer, as
described in Sections 6 and 14 hereof, we will accept all of the properly
tendered Options on the business day after this offer expires (Sections 6 and
14)."
(2) The answer to question 27 under the section titled "Questions and Answers
About the Procedures for Electing to Tender Options for Purchase" under the
caption "Summary Term Sheet" of the Offer Statement is hereby deleted and
replaced with the following:
"You will have the right to withdraw your tendered Options at any time
before the expiration date (Section 4). Subject to our rights to extend,
terminate and amend this offer, as described in Sections 6 and 14 hereof, we
will accept all of the properly tendered Options on the business day after this
offer expires (Sections 6 and 14)."
(3) The last sentence of the fourth paragraph preceding the section titled
"Section 2. Purpose of the Offer" (beginning with "The term expiration date
means...") under the caption "The Offer" of the Offer Statement is hereby
deleted and replaced with the following:
"See Sections 6 and 14 for a description of our rights to extend, delay,
terminate and amend the offer and Section 6 for a description of various
conditions to the offer."
(4) The forth sentence of the paragraph titled "Determination of Validity;
Rejection of Options; Waiver of Defects; No Obligation to Give Notice of
Defects" under the section titled
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"Section 3. Procedures" under the caption "The Offer" of the Offer Statement is
hereby deleted and replaced with the following:
"Subject to our rights to extend, terminate and amend this offer, as
described in Sections 6 and 14 hereof, we will accept all of the properly
tendered Options on the business day after this offer expires."
(5) The seventh paragraph under the section titled "Section 4. Withdrawal
Rights" under the caption "The Offer" of the Offer Statement is hereby deleted
and replaced with the following:
"Subject to our rights to extend, terminate and amend this offer, as
described in Sections 6 and 14 hereof, we will accept all of the properly
tendered Options on the business day after this offer expires."
(6) The first sentence of the first paragraph of the section titled "Section 5.
Acceptance for Purchase of Options and Payment of Cash Amount" under the caption
"The Offer" of the Offer Statement is hereby deleted and replaced with the
following:
"We will pay for or return tendered Options promptly after termination or
withdrawal of the offer as required by Rule 13e-4(f)(5) promulgated under the
Securities Exchange Act of 1934."
(7) The first paragraph of the section titled "Section 6. Conditions of the
Offer" under the caption "The Offer" of the Offer Statement is hereby deleted
and replaced with the following:
"Upon expiration of this offer, assuming none of the events listed in this
Section 6 has occurred, we will promptly accept for payment all of the properly
tendered Options not validly withdrawn."
(8) The words "general summary" in the first sentence of the section titled
"Section 13. Material U.S. Federal Income/Withholding Tax Consequences" under
the caption "The Offer" of the Offer Statement are replaced with the word
"description" and the word "summary" in the third sentence of the same paragraph
is replaced with the word "description."
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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 statement is true, complete and correct.
Dated: June 15, 2004 RUSS BERRIE AND COMPANY, INC.
By: /s/Arnold Bloom
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Name: Arnold Bloom
Title: Vice President and
General Counsel
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