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. 6)
SPORT CHALET,
INC.
(Name of Subject Company (Issuer))
EVEREST MERGER SUB, INC.
(Names of Filing Persons (Offeror))
a wholly-owned subsidiary of
VESTIS RETAIL GROUP, LLC
(Names of Filing Persons (Parent of Offeror))
Versa Capital Fund II, L.P.
Versa Capital Fund II-A, L.P.
(Names of Filing Persons (Others))
Class A Common Stock, par value $0.01 per Share
(Title of Class of Securities)
849163209
(CUSIP Number
of Class of Securities)
Class B Common Stock, par value $0.01 per Share
(Title of Class of Securities)
849163308
(CUSIP Number
of Class of Securities)
Thomas Kennedy
Versa Capital Management, LLC
Cira Centre
2929 Arch
Street
Philadelphia, PA 19104
(215) 609-3400
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)
Copies to:
Alison S. Ressler
Rita-Anne ONeill
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, CA 90067
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$19,612,280.40
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$2,526.06
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*
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Estimated for purposes of calculating the filing fee only. The transaction was calculated by multiplying (a) $1.20, the tender offer price, by (b) the sum of (i) 12,414,490, the number of issued and outstanding
shares of Class A common stock of Sport Chalet, Inc., (ii) 1,775,821, the number of shares of Class B common stock of Sport Chalet, Inc., (iii) 2,127,506, the number of shares of Class A common stock issuable upon the vesting and exercise of issued
and outstanding stock options and (iv) 25,750, the number of shares of Class B common stock issuable upon the vesting and exercise of issued and outstanding options. The foregoing figures were provided by Sport Chalet, Inc. as of June 30, 2014.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Fee Rate Advisory No. 1 for fiscal year 2014 issued by the
Securities and Exchange Commission on August 30, 2013, by multiplying the transaction valuation by .0001288.
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x
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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.
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Amount Previously Paid:
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$2,526.06
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Filing Party:
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Everest Merger Sub, Inc.,
Vestis Retail Group, LLC,
Versa Capital Fund II, L.P.
and Versa Capital Fund II-A, L.P.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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July 3, 2014
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
¨
This Amendment
No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 3, 2014 (together with any amendments and supplements thereto,
the Schedule TO) by Vestis Retail Group, LLC, a Delaware limited liability company (Vestis), Everest Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Vestis, Versa Capital Fund
II, L.P., a Delaware limited partnership (Fund II) and Versa Capital Fund II-A, L.P., a Delaware limited partnership (Fund II-A). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of
Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of Sport Chalet, Inc., a Delaware corporation (Sport Chalet), at a purchase price of $1.20 per share (as such price per share may
be reduced pursuant to the Agreement and Plan of Merger, by and among Sport Chalet, Purchaser and Vestis, dated June 30, 2014, as amended on August 3, 2014), net to the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 3, 2014 (the Offer to Purchase) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the
Offer).
All capitalized terms used in this Amendment No. 6 and not otherwise defined have the respective meanings
ascribed to them in the Offer to Purchase.
Items 1 through 9 and 11.
The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented to add the following information:
On August 3, 2014, Vestis, Purchaser and Sport Chalet entered into Amendment No. 1 (the Merger Agreement Amendment) to the
Merger Agreement, to change the definition of Initial Offer Expiration Time from midnight, New York City time, at the end of August 1, 2014 to midnight, New York City time, at the end of August 15, 2014. This summary is qualified in its entirety by
reference to the full text of the Merger Agreement Amendment, a copy of which is filed as Exhibit (d)(3) hereto, which is incorporated herein by reference.
All references to 12:00 midnight, New York City time, at the end of August 1, 2014 as the Initial Expiration Date, or
initial time of expiration of the Offer, are hereby amended to refer to 12:00 midnight, New York City time, at the end of August 15, 2014.
On August 4, 2014, Vestis and Sport Chalet issued a joint press release announcing the Merger Agreement Amendment and the extension of the
initial offering period. The press release is contained in Exhibit (a)(5)(v) hereto, and the information set forth in the press release is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the
Schedule TO is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(5)(v)
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Joint Press Release issued by Vestis Retail Group, LLC and Sport Chalet, Inc. on August 4, 2014.
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(d)(3)
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Amendment No.1, dated as of August 3, 2014, to the Agreement and Plan of Merger, dated as of June 30, 2014, by and among Sport Chalet, Inc.,
Vestis Retail Group, LLC and Everest Merger Sub, Inc.
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SIGNATURES
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.
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EVEREST MERGER SUB, INC.
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By:
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/s/ Paul Halpern
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Name:
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Paul Halpern
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Title:
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President
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VESTIS RETAIL GROUP, LLC
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By:
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/s/ William R. Quinn
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Name:
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William R. Quinn
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Title:
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Authorized Person
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VERSA CAPITAL FUND II, L.P.
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GENERAL PARTNER
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VERSA FGP-II, L.P.
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By:
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Versa UGP-II, LLC
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Its:
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General Partner
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By:
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/s/ Paul Halpern
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Name:
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Paul Halpern
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Title:
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Chief Investment Officer
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VERSA CAPITAL FUND II-A, L.P.
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GENERAL PARTNER
VERSA FGP-II, L.P.
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By:
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Versa UGP-II, LLC
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Its:
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General Partner
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By:
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/s/ Paul Halpern
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Name:
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Paul Halpern
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Title:
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Chief Investment Officer
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Dated: August 4, 2014
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase, dated July 3, 2014.*
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(a)(1)(ii)
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Form of Letter of Transmittal.*
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Summary Advertisement as published on July 3, 2014 in The New York Times.*
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(a)(2)(i)
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Not applicable.
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(a)(5)(i)
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Joint Press Release issued by Vestis Retail Group, LLC and Sport Chalet, Inc. on June 30, 2014.**
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(a)(5)(ii)
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Letter to Beneficial Holders of Common Stock of Sport Chalet, Inc., dated July 18, 2014, from Sport Chalet, Inc.*
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(a)(5)(iii)
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Letter to Registered Holders of Common Stock of Sport Chalet, Inc., dated July 18, 2014, from Sport Chalet, Inc.*
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(a)(5)(iv)
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Press Release issued by Sport Chalet, Inc. on July 31, 2014.*
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(a)(5)(v)
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Joint Press Release issued by Vestis Retail Group, LLC and Sport Chalet, Inc. on August 4, 2014.
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(b)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger, by and among Sport Chalet, Inc., Everest Merger Sub, Inc. and Vestis Retail Group, LLC, dated June 30, 2014.*
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(d)(2)(i)
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Form of Tender and Support Agreement, dated as of June 30, 2014, by and among Vestis Retail Group, LLC, Everest Merger Sub, Inc. and each of Craig L. Levra, Howard K. Kaminsky and Dennis Trausch.*
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(d)(2)(ii)
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Stock Purchase Agreement, by and among Vestis Retail Group, LLC, Everest Merger Sub, Inc., The Olberz Family Trust dated 05/06/1997, Irene M. Olberz and Eric S. Olberz, dated June 30, 2014.*
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(d)(2)(iii)
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Severance Waiver Agreement, by and between Sport Chalet, Inc. and Craig L. Levra, dated June 30, 2014.*
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(d)(2)(iv)
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Severance Waiver Agreement, by and between Sport Chalet, Inc. and Howard K. Kaminsky, dated June 30, 2014.*
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(d)(2)(v)
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Confidentiality Agreement, by and between Versa Capital Management, LLC and Cappello Capital Corp., dated January 7, 2014.*
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(d)(3)
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Amendment No.1, dated as of August 3, 2014, to the Agreement and Plan of Merger, dated as of June 30, 2014, by and among Sport Chalet, Inc.,
Vestis Retail Group, LLC and Everest Merger Sub, Inc.
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(g)
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None.
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(h)
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None.
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**
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Previously filed as Exhibit 99.1 to Everest Merger Sub, Inc.s Schedule TO-C, dated June 30, 2014, and incorporated herein by reference.
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