UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

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KATE SPADE & COMPANY

(Name of Subject Company)

CHELSEA MERGER SUB INC.

(Offeror)

COACH, INC.

(Names of Filing Persons)

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COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

485865109

(CUSIP Number of Class of Securities)

Todd Kahn

President, Chief Administrative Officer & Secretary

Coach, Inc.

10 Hudson Yards

New York, New York 10001

(212) 594-1850

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Brian Mangino, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

801 17^th Street NW

Washington, District of Columbia 20006

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CALCULATION OF FILING FEE

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This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Coach, Inc., a Maryland corporation (“Parent”), and Chelsea Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned direct subsidiary of Parent, with the Securities and Exchange Commission on May 26, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule TO”).  The Schedule TO relates to the tender offer by Merger Sub for all of the outstanding shares of common stock, par value $1.00 per share (“Shares”), of Kate Spade & Company, a Delaware corporation (“Kate Spade”), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated May 26, 2017 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment is being filed to reflect certain updates as reflected below.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

The Offer to Purchase and Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“On June 23, 2017, Parent and Merger Sub announced an extension of the expiration of the Offer to 5:00 p.m., New York City time, on July 10, 2017, unless the Offer is further extended or earlier terminated. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on June 23, 2017.

The Depositary has advised Parent and Purchaser that, as of 5:00 p.m., New York City time, on June 22, 2017, 19,310,859 Shares, representing approximately 15.014% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn.

The full text of the press release issued by Parent announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(F) and is incorporated by reference herein.”

The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals — Compliance with the Japanese Anti Monopoly Act” of the Offer to Purchase is hereby amended and replaced in its entirety by the following:

“Compliance with the Japanese Anti Monopoly Act. The acquisition of Shares pursuant to the Offer is also subject to the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of April 14, 1947, as amended) and may be consummated only if (a) the 30-day waiting period from the date of receipt of the filing has elapsed without a written notice from the Japan Fair Trade Commission (“JFTC”) that notifies Merger Sub of the initiation of an in-depth investigation (in which case a Phase II review is opened for the longer of: (i) 120 calendar days from the date of receipt of the initial filing or (ii) 90 calendar days from the date of the JFTC’s complete receipt of the additionally requested Information) or (b) with respect to the acquisition of Shares, the JFTC issues a written notice to the effect that the JFTC does not intend to issue a cease and desist order as well as another written notice to the effect that that the JFTC shortens the 30-day waiting period applicable to the notification. Merger Sub filed the draft applicable notifications on May 25, 2017 (Japan time), with respect to the Offer and then proceeded to the filing of the formal notification with the JFTC on June 2, 2017 (Japan time). The waiting period is scheduled to expire 30 days after the formal notification is submitted (the first day count started on June 3, 2017 (Japan time) and the 30-day period expires on July 2, 2017 (Japan time), unless further shortened by the JFTC). The parties expect to receive a clearance notice from the JFTC, or the 30-day waiting period expires, on July 2, 2017.”

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

All references to “11:59 p.m., New York City time, on June 23, 2017” in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) are hereby amended and replaced with “5:00 p.m., New York City time, on July 10, 2017.”

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 23, 2017

EXHIBIT INDEX

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Exhibit (a)(5)(F)

FOR IMMEDIATE RELEASE

CONTACTS:

Coach

Analysts & Media:

Andrea Shaw Resnick

Global Head of Investor Relations and Corporate Communications

212/629-2618/AResnick@coach.com

Christina Colone

Senior Director, Investor Relations

212/946-7252/CColone@coach.com

COACH, INC. ANNOUNCES EXTENSION OF TENDER OFFER

TO ACQUIRE KATE SPADE & COMPANY

New York – June 23, 2017 – Coach, Inc. (NYSE: COH, SEHK: 6388), a leading New York design house of modern luxury accessories and lifestyle (“Coach”) brands, announced today that its wholly owned direct subsidiary, Chelsea Merger Sub Inc. (“Purchaser”), has extended the expiration of its previously announced tender offer to purchase all of the outstanding shares of common stock, par value $1.00 per share, of Kate Spade & Company, a Delaware corporation (the “Shares”), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer”) until 5:00 p.m., New York City time, on July 10, 2017, unless further extended or earlier terminated. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on June 23, 2017.

 

The depositary for the Offer has advised Coach and Purchaser that, as of 5:00 p.m., New York City time, on June 22, 2017, 19,310,859 Shares have been validly tendered pursuant to the Offer and not properly withdrawn.

The Offer has been extended to allow additional time for the expiration or termination of the waiting period under the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of April 14, 1947, as amended), which is expected to expire on July 2, 2017. All other terms and conditions of the Offer remain unchanged.

Broadridge Corporate Issuer Solutions, Inc., is the Information Agent, depositary and paying agent for the tender offer. Requests for documents and questions may be directed to the Information Agent at 888-808-3038.

About Coach

Coach, Inc. is a leading New York design house of modern luxury accessories and lifestyle brands.  The Coach brand was established in New York City in 1941, and has a rich heritage of pairing exceptional leathers and materials with innovative design. Coach is sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website at www.coach.com.  In 2015, Coach acquired Stuart Weitzman, a global leader in designer footwear, sold in more than 70 countries and through its website at www.stuartweitzman.com. Coach, Inc.’s common stock is traded on the New York Stock Exchange under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388.

Neither the Hong Kong Depositary Receipts nor the Hong Kong Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging transactions involving these securities may not be conducted unless in compliance with the Securities Act.

Additional Information and Where You Can Find It

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, securities, nor is it a substitute for the tender offer materials filed with the U.S. Securities and Exchange Commission (“SEC”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These materials have been sent free of charge to all Kate Spade & Company stockholders of record as of May 22, 2017.  In addition, all of those materials (and all other tender offer documents filed or furnished by Kate Spade & Company or Coach, Inc. or any of its subsidiaries with the SEC) are available at no charge from the SEC through its website at www.sec.gov.  The Schedule TO (including the offer to purchase and related materials) and the Schedule 14D-9 (including the solicitation/recommendation statement) may also be obtained for free by contacting Broadridge Corporate Issuer Solutions, Inc., the information agent, depositary and paying agent for the tender offer, at 888-808-3038.

In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, Coach, Inc. and Kate Spade & Company file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Coach, Inc. or Kate Spade & Company at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Coach, Inc.’s and Kate Spade & Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the federal securities laws. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Coach, Inc. and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the merger may not be timely completed, if at all; that, prior to the completion of the transaction, Kate Spade & Company’s business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described in Coach, Inc.’s latest Annual Report on Form 10-K and its other filings with the SEC.

 

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