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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
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LANDS' END, INC.
(Name of Subject Company (Issuer))
INLET ACQUISITION CORP.
a wholly owned subsidiary of
SEARS, ROEBUCK AND CO.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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515086106
(CUSIP Number of Class of Securities)
Anastasia D. Kelly
Senior Vice President and General Counsel
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Telephone : (847) 286-2500
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Gary P. Cullen, Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
[_] 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: $____________ Filing party: __________
Form or Registration No.: ____________ Date Filed: __________
[X] 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 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: [_]
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Item 12. Exhibits
(a)(5)(A) Press Release issued by Sears, Roebuck and Co. on May 13, 2002 *
(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team *
(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet *
(a)(5)(D) Slides used in Conference Call held on May 13, 2002 *
(a)(5)(E) Transcript of Conference Call held on May 13, 2002
* Incorporated by reference to the Schedule TO-C filed by Sears, Roebuck
and Co. on May 13, 2002.
EXHIBIT INDEX
Exhibit Exhibit Name
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(a)(5)(A) Press Release issued by Sears, Roebuck and Co. on May 13, 2002 *
(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team *
(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet *
(a)(5)(D) Slides used in Conference Call held on May 13, 2002 *
(a)(5)(E) Transcript of Conference Call held on May 13, 2002
* Incorporated by reference to the Schedule TO-C filed by Sears, Roebuck
and Co. on May 13, 2002.