SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LaCrosse Footwear, Inc.
(Name of Subject Company (Issuer))
XYZ Merger Sub, Inc.
and
ABC-Mart, Inc.
(Names of Filing Persons (Offerors))
Common Stock, $.01 par value per share
(Title of Class of Securities)
505688101
(CUSIP Number of Class of Securities)
Minoru Noguchi
President
ABC-Mart, Inc.
19F Shibuya Mark City West
1-12-1 Dougenzaka, Shibuya-ku
Tokyo, Japan 150-0043
81 3-3476-5452
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Carl Sanchez
Paul Hastings LLP
4747 Executive Drive
12th Floor
San Diego, CA 92121
(858) 458-3000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |
| Not applicable* | Not applicable* |
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
| ¨ | 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: |
N/A | Filing Party: | N/A | |||
| Form of Registration No.: |
N/A | Date Filed: | N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of the 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 |
| ¨ | 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 filing on Schedule TO relates to a planned tender offer by XYZ Merger Sub, Inc. (“Purchaser”), a Wisconsin corporation and a wholly owned subsidiary of ABC-Mart, Inc. (“ABC”), a corporation formed under the laws of Japan, to purchase all of the outstanding shares of Common Stock, par value $.01 per share, of LaCrosse Footwear, Inc., a Wisconsin corporation (“LaCrosse”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of July 5, 2012, by and among Purchaser, ABC and LaCrosse.
Additional Information and Where to Find It
No statement in this document or the attached exhibit is an offer to purchase or a solicitation of an offer to sell securities. The tender offer for the shares of common stock of LaCrosse has not commenced. The Company intends to file a tender offer statement on Schedule TO with the SEC, and LaCrosse also intends to file a solicitation/recommendation statement on Schedule 14D-9, with respect to the tender offer described in this document and the exhibit attached hereto. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such tender offer statement. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement will contain important information, including the various terms of, and conditions to, the tender offer, that should be read carefully by LaCrosse’s shareholders before they make any decision with respect to the tender offer. Such materials, when prepared and ready for release, will be made available to LaCrosse’s shareholders at no expense to them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.
Item 12. Exhibits.
| 99.1 | Press Release, dated July 6, 2012. | |