As filed with the Securities and Exchange Commission on November 12, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
NATURE'S SUNSHINE PRODUCTS, INC.
(Name of Subject Company (issuer))
NATURE'S SUNSHINE PRODUCTS, INC., as Offeror
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
639027101
(CUSIP Number of Class of Securities)
Craig D. Huff
Vice President of Finance, Treasurer,
Chief Financial Officer and Chief Accounting Officer
75 East 1700 South
Provo, Utah 84606
(801) 342-4300
(Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons)
Copies to:
Justin P. Klein
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
CALCULATION OF FILING FEE:
Transaction Valuation(1) |
Amount of Filing Fee(2) |
|
---|---|---|
$16,500,000 | $2,091 | |
Check the appropriate boxes to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Nature's Sunshine Products, Inc. (the "Company") on October 27, 2004, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 28, 2004, pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer to purchase up to 1,000,000 shares of its outstanding common stock, no par value per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 27, 2004 (the "Offer to Purchase") and in the related Letter of Transmittal, which are Exhibit (a)(1) and Exhibit (a)(2) to this Schedule TO, respectively.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 2 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Items 1 through 11
Items 1 through 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and the Letter of Transmittal, copies of which were filed with the original Schedule TO as Exhibits (a)(1) and (a)(2), respectively, are hereby amended as follows:
"Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Also, note that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"You should understand that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. You should also understand that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Also, note that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Also, note that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"Note that this election could have the effect of decreasing the price at which Nature's Sunshine purchases your tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Also, note that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"This election could have the effect of decreasing the price at which Nature's Sunshine purchases your tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Also, note that this election could result in your shares being purchased at the minimum tender price of $14.20 per share."
"Selecting option (2) could have the effect of decreasing the price at which Nature's Sunshine purchases the shareholder's tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $14.20 per share. Selecting option (2) could result in the shareholder receiving a price per share as low as $14.20."
"We also reserve the absolute right to waive any conditions of the Offer or any defects or irregularities in the tender of any shares, provided that we will not waive any condition of the Offer with respect to an individual shareholder unless we waive that condition for all shareholders."
"(ii) would or might prohibit, restrict or delay consummation of the Offer, or"
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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.
NATURE'S SUNSHINE PRODUCTS, INC. | |||
/s/ CRAIG HUFF |
|||
Name: | Craig Huff | ||
Title: | Vice President of Finance, Treasurer, Chief Financial Officer and Chief Accounting Officer |
Date: November 12, 2004
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