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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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BOOKS-A-MILLION, INC.
(Name of Subject Company and (Issuer))
BOOKS-A-MILLION, INC. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
098570104
(CUSIP Number of Class of Securities)
SANDRA B. COCHRAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BOOKS-A-MILLION, INC.
402 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211
(205) 942-3737
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of Filing Persons)
Copy to:
STEVEN DELLA ROCCA, ESQ.
LATHAM & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
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$40,000,000 $4,708
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* Estimated for purposes of calculating the amount of the filing fee only,
this amount is based on the purchase of 4,000,000 shares of common stock at
the maximum tender offer price of $10.00 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $117.70 per million
of the value of the transaction.
[X] Check the box if any part of the filing 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: $4,708 Filing Party: Books-A-Million, Inc.
Form or Registration No.: Schedule TO Date Filed: June 23, 2005
[ ] 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 transaction 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: [X]
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This Amendment No. 3 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO originally filed with the Securities and
Exchange Commission (the "Commission") on June 23, 2005, as amended and
supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO
filed with the Commission on July 6, 2005 and Amendment No. 2 to the Tender
Offer Statement on Schedule TO filed with the Commission on July 22, 2005
(collectively, the "Schedule TO") by Books-A-Million, Inc., a Delaware
corporation (the "Company"), relating to a tender offer by the Company for up to
4,000,000 shares of the Company's common stock, par value $0.01 per share (the
"shares"), at a price not greater than $10.00 nor less than $8.75 per share, net
to the seller in cash, on the terms and subject to the conditions set forth in
an Offer to Purchase, dated June 23, 2005, and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). This Amendment is intended to satisfy the reporting
requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as
amended.
The information in the Offer is incorporated in this Amendment by
reference in response to all of the applicable items in the Schedule TO, except
that such information is hereby amended and supplemented to the extent
specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by
inserting at the end thereof the following:
"On July 27, 2005, the Company issued a press release announcing the final
results of the Offer, a copy of which is filed as Exhibit (a)(5)(B) to the
Schedule TO and is incorporated by reference herein."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(a)(5)(B)** Press Release dated July 27, 2005, announcing final
results of tender offer.
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** Filed herewith.
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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: July 27, 2005
BOOKS-A-MILLION, INC.
By: /s/ Richard S. Wallington
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Name: Richard S. Wallington
Title: Chief Financial Officer
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EXHIBIT INDEX
(a)(1)(A)* Offer to Purchase dated June 23, 2005.
(a)(1)(B)* Letter of Transmittal.
(a)(1)(C)* Notice of Guaranteed Delivery.
(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated June 23, 2005.
(a)(1)(E)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees dated June 23, 2005.
(a)(1)(F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G) Press Release, dated June 21, 2005, incorporated by reference to the Company's Statement on
Schedule TO filed on June 21, 2005.
(a)(1)(H)* Press Release, dated June 23, 2005.
(a)(1)(I)* Summary Advertisement
(a)(1)(J)* Letter to Stockholders from the President, Chief Executive
Officer and Secretary of the Company, dated June 23, 2005.
(a)(1)(K)* Letter to Participants in the 401(k) Plan.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(a)(5)(A)** Press Release, dated July 22, 2005, announcing preliminary results of tender
offer.
(a)(5)(B)*** Press Release, dated July 27, 2005, announcing final results of tender offer.
(b)(1) Credit Agreement dated as of July 1, 2002, between the Company, its
wholly-owned subsidiaries and Bank of America, N.A., SunTrust Bank, N.A.,
Wells Fargo Bank, N.A., SouthTrust Bank, N.A. and Amsouth Bank, N.A.,
incorporated by reference from Exhibit 10.20 to Form 10-Q for the quarter
ended August 3, 2002 (File No. 0-20664)
(b)(2) First amendment of credit agreement dated as of June 14, 2004, between the
Company, its wholly-owned subsidiaries and Bank of America, N.A., SunTrust
Bank, N.A., Wells Fargo Bank, N.A., SouthTrust Bank, N.A. and Amsouth Bank,
N.A., incorporated by reference from Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 2005 (File No.
0-20664).
(b)(3)* Second amendment of credit agreement dated as of June 20, 2005, between the
Company, its wholly-owned subsidiaries and Bank of America, N.A., SunTrust
Bank, N.A., Wells Fargo Bank, N.A., SouthTrust Bank, N.A. and Amsouth Bank,
N.A.
(d)(1) Amended and Restated Stock Option Plan, incorporated by reference from Exhibit
10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
January 30, 1999 (File No. 0-20664).
(d)(2) 1999 Amended and Restated Employee Stock Purchase Plan, incorporated by
reference from Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 29, 2000 (File No. 0-20664).
(d)(3) 401(k) Plan adopted September 15, 2003, with SunTrust Bank as Trustee,
incorporated by reference from Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2004 (File No. 0-206664)
(d)(4) Shareholders Agreement dated as of September 1, 1992, incorporated by
reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993 (File No. 0-206664).
(d)(5) Executive Incentive Plan, incorporated by reference from Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 28,
1995 (File No. 0-206664).
(d)(6) Books-A-Million 2005 Incentive Award Plan adopted June 1, 2005, incorporated
by reference from Appendix A to the Company's Definitive Proxy Statement on
Schedule 14A filed on April 28, 2005 (File No. 0-206664).
(g) Not Applicable.
(h) Not Applicable.
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* Previously filed on Schedule TO on June 23, 2005.
** Previously filed on Amendment No. 2 to the Schedule TO on July 22, 2005.
*** Filed herewith.
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EXHIBIT (a)(5)(B)
BOOKS-A-MILLION(R) News Release
402 Industrial Lane
Birmingham, AL 35211
205-942-3737
Contact: Richard S. Wallington
Chief Financial Officer
(205) 942-3737
BOOKS-A-MILLION, INC. ANNOUNCES FINAL RESULTS OF ITS
DUTCH AUCTION TENDER OFFER
BIRMINGHAM, ALA. (JULY 27, 2005) - BOOKS-A-MILLION, INC. (NASDAQ/NM:BAMM)
announced today the final results of its modified "Dutch Auction" tender offer,
which expired at 12:00 midnight, New York City time, on July 21, 2005.
Based on the final tabulation by Wells Fargo Shareowner Services, the
depositary for the tender offer, 56,406 shares of common stock were properly
tendered and not withdrawn at prices at or below $10.00 per share. As a result,
the Company has accepted for purchase 56,406 shares of common stock at a
purchase price of $10.00 per share, for a total cost of $564,060.
Wells Fargo Shareowner Services will promptly issue payment for the shares
validly tendered and accepted for purchase and will return all other shares
tendered and not accepted for purchase.
Subject to applicable law, the Company may, in the future, purchase additional
shares of its common stock pursuant to its previously announced stock
repurchase program, although the Company and its affiliates are prohibited from
repurchasing shares until August 4, 2005, ten business days after July 21,
2005.
Goldman, Sachs & Co. acted as the dealer manager for the tender offer and D.F.
King & Co., Inc. acted as the information agent for the tender offer.
Books-A-Million is one of the nation's leading book retailers and sells on the
Internet at WWW.BOOKSAMILLION.COM. The Company presently operates 207 stores in
19 states and the District of Columbia. The Company operates three distinct
store formats, including large superstores operating under the names
Books-A-Million and Books & Co., traditional bookstores operating under the
names Books-A-Million and Bookland, and Joe Muggs Newsstands.