AMKYF / ABC-Mart,Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

- SCHEDULE TO AMENDMENT NO.1

Schedule TO Amendment No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LACROSSE FOOTWEAR, INC. (Name of Subject Company (Issuer)) XYZ MERGER SUB, INC. and ABC-MART, INC. (Name of Filing Persons (Offerors)) Common Stock, $.01 par val

ABC-MART, INC. COMPLETES ACQUISITION OF LACROSSE FOOTWEAR, INC.

Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE ABC-MART, INC. COMPLETES ACQUISITION OF LACROSSE FOOTWEAR, INC. Tokyo, Japan, August 17, 2012 / Portland, Oregon, August 16, 2012 – ABC-MART, INC. (TSE: 2670), Japan’s leading retailer of athletic, business and casual footwear, announced today the successful completion of its acquisition of LaCrosse Footwear, Inc. (NASDAQ: BOOT), a leading provider of premiu

TENDER AND VOTING AGREEMENT

Exhibit (d)(4) TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-Mart, Inc.

NOTICE OF OFFER TO PURCHASE FOR CASH All of the Outstanding Shares of Common Stock LACROSSE FOOTWEAR, INC. $20.00 Net Per Share XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC.

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

- SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LACROSSE FOOTWEAR, INC. (Name of Subject Company (Issuer)) XYZ MERGER SUB, INC. and ABC-MART, INC. (Name of Filing Persons (Offerors)) Common Stock, $.01 par value (Title of Class of Securities) 505688101

CONFIDENTIALITY AGREEMENT

Exhibit (d)(2) Wells Fargo Securities, LLC 301 South College Street Charlotte, NC 28288-8905 February 28, 2011 ABC-Mart, Inc.

Offer to Purchase for Cash All Outstanding Shares of Common Stock LACROSSE FOOTWEAR, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 19, 2012 XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC.

Letter to Clients Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of LACROSSE FOOTWEAR, INC.

NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK LACROSSE FOOTWEAR, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 19, 2012 XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for TENDER OF SHARES OF COMMON STOCK of LACROSSE FOOTWEAR, INC.

Offer to Purchase for Cash All Outstanding Shares of Common Stock LACROSSE FOOTWEAR, INC. $20.00 NET PER SHARE XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CI

Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of LACROSSE FOOTWEAR, INC.

[Signature Page to Exclusivity Letter Agreement]

Exhibit (d)(3) May 21, 2012 PRIVATE AND CONFIDENTIAL Joseph P. Schneider President and CEO LaCrosse Footwear, Inc. 17634 NE Airport Way Portland, Oregon 97230 Dear Joe: Thank you very much again for your time and hospitality during our visit to Portland last month. Also, we would like to congratulate you on your successful first quarter results. Since our visit, we have continued to evaluate a pot

Offer to Purchase for Cash All Outstanding Shares of Common Stock LACROSSE FOOTWEAR, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 19, 2012 XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC.

Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of LACROSSE FOOTWEAR, INC.

AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC., a corporation formed under the laws of Japan, XYZ MERGER SUB, INC., a Wisconsin corporation, and LACROSSE FOOTWEAR, INC., a Wisconsin corporation Dated as of July 5, 2012 TABLE OF CONTENTS Pa

Exhibit (d)(1) EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC.

LETTER OF TRANSMITTAL TENDER OF SHARES OF COMMON STOCK LACROSSE FOOTWEAR, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 19, 2012 XYZ MERGER SUB, INC., a wholly owned subsidiary of ABC-MART, INC. THE OFFER AND WITHDRAWAL RIGHT

Letter of Transmittal Exhibit (a)(1)(B) LETTER OF TRANSMITTAL for TENDER OF SHARES OF COMMON STOCK of LACROSSE FOOTWEAR, INC.

ABC-MART, INC. - SCHEDULE 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. )* LACROSSE FOOTWEAR, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 505688101 (CUSIP Number) Minoru Noguchi President ABC-MAR

TENDER AND VOTING AGREEMENT

Exhibit 2 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-Mart, Inc.

CONFIDENTIALITY AGREEMENT

Exhibit 3 Wells Fargo Securities, LLC 301 South College Street Charlotte, NC 28288-8905 February 28, 2011 ABC-Mart, Inc.

AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC., a corporation formed under the laws of Japan, XYZ MERGER SUB, INC., a Wisconsin corporation, and LACROSSE FOOTWEAR, INC., a Wisconsin corporation Dated as of July 5, 2012 TABLE OF CONTENTS Pa

Exhibit 1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC.

ABC-MART ANNOUNCES AGREEMENT TO ACQUIRE LACROSSE FOOTWEAR

Exhibit 99.1 FOR IMMEDIATE RELEASE ABC-MART ANNOUNCES AGREEMENT TO ACQUIRE LACROSSE FOOTWEAR TOKYO & PORTLAND, Ore. – (BUSINESS WIRE) – Jul. 5, 2012 – ABC-MART, INC. (TSE: 2670), Japan’s leading retailer of athletic, business and casual footwear, announced today that it has entered into a definitive agreement with LaCrosse Footwear, Inc. (NASDAQ: BOOT), a leading provider of premium, branded footw

- SCHEDULE TO-C

Schedule TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LaCrosse Footwear, Inc. (Name of Subject Company (Issuer)) XYZ Merger Sub, Inc. and ABC-Mart, Inc. (Names of Filing Persons (Offerors)) Common Stock, $.01 par value per share (Title of Class of Securities

- SCHEDULE TO-C

Schedule TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LaCrosse Footwear, Inc. (Name of Subject Company (Issuer)) XYZ Merger Sub, Inc. and ABC-Mart, Inc. (Names of Filing Persons (Offerors)) Common Stock, $.01 par value per share (Title of Class of Securities

Announcement Regarding Acquisition of LaCrosse (Acquisition of 100% ownership pursuant to a Friendly Cash Tender Offer)

Exhibit 99.1 (English Translation of Japanese Press Release for Reference Purposes) July 6, 2012 To Whom It May Concern, Corporate Name: ABC-MART, INC. Representative: Minoru Noguchi, Representative Director and President (Code No. 2670, First Section of TSE) Point of Contact: Jo Kojima, Director and Management Planning Office Manager (TEL: 03-3476-5452) Announcement Regarding Acquisition of LaCro