UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
Under
Section 14(D)(1) Or 13(E)(1)
Of The Securities Exchange Act Of 1934
(Amendment No. 1)
REEDS JEWELERS, INC.
(Name of Subject Company (issuer))
Sparkle, LLC
Alan M. Zimmer
Herbert J. Zimmer
Jeffrey L. Zimmer
Arlene Z. Schreiber
Rose W. Zimmer
Bradley Trent Zimmer
Landon Garrett Zimmer
Andrew Michael Schreiber
Mark Harrison Schreiber
(Names of Filing Persons (Offeror and other Persons))
Common Stock, par value $.10 per Share
(Title of Class of Securities)
758341101
(CUSIP Number of Class of Securities)
Alan M. Zimmer
Sparkle, LLC
111 Princess Street, Wilmington, NC 28401
(910) 763-4669 Ext. 203
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons))
Calculation of Filing Fee:
| Transaction valuation(1) $2,378,530.20 |
Amount of filing fee(2) $301.36 |
| (1) | The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d). The calculation assumes the purchase of all outstanding common shares of Reeds Jewelers, Inc., par value $.10 (the “Shares”), not beneficially owned by Sparkle, LLC, a North Carolina limited liability company (“Sparkle”) or its subsidiaries, at a purchase price of $1.85 per Share, net to the seller in cash. As of January 28, 2004, there were 1,285,692 Shares on a fully diluted basis (treating as outstanding all Shares underlying exercisable options) not beneficially owned by Sparkle or its subsidiaries. |
| (2) | The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 7 issued by the Securities and Exchange Commission on January 26, 2004. Such fee equals .01267 percent 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: $256.23
Form or Registration No.: Schedule TO
| Filing Party: | Sparkle, LLC, Alan M. Zimmer, Herbert J. Zimmer, Jeffrey L. Zimmer, Arlene Z. Schreiber, Rose W. Zimmer, Bradley Trent Zimmer, Landon Garrett Zimmer, Andrew Michael Schreiber, Mark Harrison Schreiber |
Date Filed: January 29, 2004
| ¨ | 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:
x third party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
x going-private transaction subject to Rule 13e-3.
x 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: ¨
2
This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D/A filed under cover of Schedule TO initially filed with the Securities and Exchange Commission on January 29, 2004 (the “Initial Schedule TO”), by Sparkle, LLC, a North Carolina limited liability company (“Sparkle”), Alan M. Zimmer, Herbert J. Zimmer, Jeffrey L. Zimmer, Arlene Z. Schreiber, Rose W. Zimmer, Bradley Trent Zimmer, Landon Garrett Zimmer, Andrew Michael Schreiber, and Mark Harrison Schreiber in connection with the offer by Sparkle to purchase all of the outstanding shares of common stock, par value $.10 per share (the “Shares”), of Reeds Jewelers, Inc., a North Carolina corporation (“Reeds”), not owned by Sparkle or its subsidiaries, at a purchase price of $1.85 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 29, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the “Offer”), copies of which were attached to the Initial Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
| Item 1 – 3. |
N/A.
| Item 4. | Terms of the Transaction |
Item 4 of the Schedule TO is hereby amended and supplemented by reference to the Press Release attached hereto as Exhibit (a)(i)(x).
| Items 5 - 11. |
N/A
| Item 12. | Exhibits |
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(x) | Text of Press Release issued by Sparkle on March 1, 2004. | |
| Item 13. | Information Required by Schedule 13E-3 |
N/A.
3
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: March 1, 2004 |
SPARKLE, LLC | |||
| By: | /s/ Alan M. Zimmer | |||
| Name: | Alan M. Zimmer | |||
| Title: | Director | |||
| /s/ Alan M. Zimmer |
/s/ Herbert J. Zimmer | |||
| Alan M. Zimmer
|
Herbert J. Zimmer
| |||
| /s/ Jeffrey L. Zimmer | /s/ Arlene Z. Schreiber |
| Jeffrey L. Zimmer
|
Arlene Z. Schreiber | |||
| /s/ Rose W. Zimmer | /s/ Landon Garrett Zimmer |
| Rose W. Zimmer
|
Landon Garrett Zimmer | |||
| /s/ Bradley Trent Zimmer | /s/ Mark Harrison Schreiber |
| Bradley Trent Zimmer | Mark Harrison Schreiber | |||
|
/s/ Andrew Michael Schreiber |
| Andrew Michael Schreiber |
EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(x) | Text of Press Release issued by Sparkle on March 1, 2004. | |