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As filed with the Securities and Exchange Commission on December 8, 1999.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Schedule 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
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TB WOOD'S CORPORATION
(Name of Issuer)
TB WOOD'S CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par Value $.01 Per Share
(Title of Class of Securities)
872226105
(CUSIP Number of Class of Securities)
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Thomas F. Tatarczuch
TB Wood's Corporation
440 North Fifth Avenue
Chambersburg, Pennsylvania 17201
(717) 264-7161
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
David E. Schulman, Esq.
Dechert Price & Rhoads
1717 Arch Street
4000 Bell Atlantic Tower
Philadelphia, Pennsylvania 19103
(215) 994-4000
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November 12, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF REGISTRATION FEE
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Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------
$5,000,000 $1,000.00
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* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 400,000 shares of Common Stock, par value $.01 per share,
of TB Wood's Corporation at $12.50 per share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the value
of the securities to be acquired.
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[X] Check 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: $1,000.00 Filing party: TB Wood's Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: November 12, 1999
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<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 originally filed with the Securities
and Exchange Commission on November 12, 1999 (the "Schedule 13E-4") which
relates to the offer by TB Wood's Corporation, a Delaware corporation (the
"Company" or the "Issuer"), to purchase up to 400,000 shares (or such lesser
number of shares as are properly tendered) of its common stock, par value $.01
per share, at prices not in excess of $12.50 nor less than $9.00 per share, net
to the seller in cash, without interest thereon, as specified by stockholders
tendering their Shares (defined below), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 12, 1999 (the
"Offer to Purchase") and in the related letter of transmittal ("Letter of
Transmittal") (which, as amended or supplemented from time to time, together
constitute the "Offer"), and is intended to satisfy the reporting requirements
of Section 13(e) of the Securities and Exchange Act of 1934, as amended.
The Summary paragraph titled "Position of the Company and its Board of
Directors" is amended and restated as follows:
<TABLE>
<CAPTION>
<S> <C>
Position of the Company and
its Board of Directors............................... Neither the Company nor its Board of Directors makes any
recommendation to stockholders as to whether to tender or
refrain from tendering their Shares. Each stockholder must
make the decision whether to tender Shares and, if so, how
many Shares to tender and the price or prices at which such
Shares should be tendered. The Company has been advised that
certain of its directors and executive officers may tender
Shares pursuant to the Offer. Thomas C. Foley, the Company's
Chairman and principal stockholder, has advised the Company
that he does not intend to tender Shares pursuant to the
Offer and that on November 9, 1999 he entered into an option
agreement with a third person, Mr. C. Sean Day, granting him a
right to purchase 275,000 Shares of Common Stock from Mr.
Foley at a purchase price that is $.05 per Share less than
the final per Share purchase price to be paid by the Company
for Shares tendered into and accepted for payment pursuant to
the Offer (but in no event less than $8.95 per Share). Mr. Day has
advised the Company that he currently intends to tender 275,000
Shares into the Offer at a price of $9.00 per Share. See Section 10.
</TABLE>
ITEM 1. SECURITY AND ISSUER, SECTION (b), ITEM 4. INTEREST IN SECURITIES OF THE
ISSUER and ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES are amended as follows:
(a) The information set forth in the "Introduction" to the Offer to
Purchase is amended and restated in its entirety as follows:
To the Holders of Common Stock
of TB Wood's Corporation:
INTRODUCTION
TB Wood's Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender shares (the "Shares") of its Common Stock, par value $.01
per share (the "Common Stock"), to the Company at prices not in excess of $12.50
nor less than $9.00 per Share, net to the seller in cash, without interest
thereon, as specified by stockholders tendering their Shares, upon the terms and
subject to the conditions set forth herein and in the related letter of
transmittal (the "Letter of Transmittal") (which, as amended or supplemented
from time to time, together constitute the "Offer").
<PAGE>
The Company will, upon the terms and subject to the conditions of the
Offer, determine the single per Share price, not in excess of $12.50 nor less
than $9.00 per Share, net to the seller in cash, without interest thereon (the
"Purchase Price"), that it will pay for Shares properly tendered pursuant to the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders. The Company will select the lowest Purchase
Price that will allow it to buy 400,000 Shares (or such lesser number of Shares
as are properly tendered at prices not in excess of $12.50 nor less than $9.00
per Share). All Shares properly tendered prior to the Expiration Date (as
defined in Section 1) at prices at or below the Purchase Price and not properly
withdrawn will be purchased at the Purchase Price, upon the terms and subject to
the conditions of the Offer, including the proration provisions. All Shares
purchased pursuant to the Offer will be purchased for the same Purchase Price,
which will be the highest price paid for any Shares accepted in the Offer.
Shares tendered at prices in excess of the Purchase Price and Shares not
purchased because of proration will be returned at the Company's expense to the
stockholders who tendered such Shares. The Company reserves the right, in its
sole discretion, to purchase more than 400,000 Shares pursuant to the Offer. See
Section 14.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
The Board of Directors of the Company has approved the Offer. However,
neither the Company nor its Board of Directors makes any recommendation to
stockholders as to whether to tender or refrain from tendering their Shares.
Each stockholder must make the decision whether to tender Shares and, if so, how
many Shares to tender and the price or prices at which such Shares should be
tendered. The Company has been advised that Michael L. Hurt, Jean-Pierre Conte,
Carl Christenson, Harold Coder, David Halleen and Michael Iversen, directors or
executive officers of the Company, intend to tender Shares pursuant to the
Offer. Michael L. Hurt, Jean-Pierre Conte, Carl Christenson, Harold Coder, David
Halleen and Michael Iversen are the beneficial owners of 128,821 Shares, 81,922
Shares, 22,154 Shares, 17,260 Shares, 18,790 Shares and 29,972 Shares,
respectively, of which they intend to tender 29,994 Shares, 30,000 Shares, 4,000
Shares, 3,618 Shares, 2,496 Shares and 3,750 Shares, respectively. Thomas C.
Foley, the Company's Chairman and controlling stockholder has advised the
Company that he does not intend to tender any Shares into the Offer and that on
November 9, 1999 he entered into an option agreement (the "Option Agreement")
with Mr. C. Sean Day (the "Option Holder"). Pursuant to the Option Agreement,
the Option Holder has the option to purchase up to 275,000 Shares from Mr. Foley
at a purchase price that is $ .05 per Share less than the final per Share
Purchase Price to be paid by the Company for Shares tendered into and accepted
for payment pursuant to the Offer (but in no event less than $8.95 per Share).
The Option Holder has advised the Company that he currently intends to tender
275,000 Shares into the Offer at a price of $9.00 per Share. As of November 11,
1999, Mr. Foley beneficially owned 2,698,658 Shares representing approximately
44.6% of the outstanding Shares (calculated on a fully diluted basis). See
Section 10.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 400,000 Shares (or such greater number of Shares as
the Company may elect to purchase) are properly tendered at or below the
Purchase Price and not properly withdrawn, the Company will buy Shares on a pro
rata basis from all stockholders who properly tender Shares at prices at or
below the Purchase Price (and do not properly withdraw them prior to the
expiration of the Offer). See Section 1.
The Purchase Price will be paid net to the tendering stockholder in cash,
without interest thereon, for all Shares purchased. Tendering stockholders who
hold Shares in their own name and who tender their Shares directly to the
Depositary will not be obligated to pay brokerage commissions, solicitation fees
or, subject to Instruction 2 of the Letter of Transmittal, stock transfer taxes
on the purchase of Shares by the Company pursuant to the Offer. Stockholders
holding Shares through brokers or banks are urged to consult the brokers or
banks to determine whether transaction costs are applicable if stockholders
tender Shares through the brokers or banks and not directly to the Depositary.
However, any tendering stockholder or other payee who fails to complete, sign
and return to the Depositary the Substitute Form W-9 that is included as part of
the Letter of Transmittal may be subject to required United States Federal
Income Tax Backup Withholding of 31% of the gross proceeds payable to the
tendering stockholder or other payee pursuant to the Offer. See Section 3. The
Company will pay all fees and expenses of American Stock Transfer & Trust
Company (the "Depositary") and MacKenzie Partners, Inc. (the "Information
Agent") incurred in connection with the Offer. See Section 15.
<PAGE>
The Board of Directors determined that an offer to repurchase Shares
directly from the Company's stockholders pursuant to this Offer would be in the
best interests of the Company and its stockholders. The Board of Directors
believes that the purchase of Shares at this time is consistent with the
Company's long term corporate goal of seeking to increase stockholder value. In
addition, the Offer will provide the Company's stockholders an opportunity to
sell a portion of their Shares which may not be available to stockholders based
upon the current market conditions applicable to trading in the Company's
Shares. See Section 2.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not in excess of $12.50 nor less than $9.00 per Share) at which they are
willing to sell their Shares and, subject to the terms and conditions of the
Offer, to sell those Shares for cash without, where Shares are tendered by the
registered owner thereof directly to the Depositary, the usual transaction costs
associated with open market sales. In addition, the Offer may give stockholders
the opportunity to sell at prices greater than market prices prevailing prior to
the announcement of the Offer. The Offer also allows stockholders to sell only a
portion of their Shares while retaining a continuing equity interest in the
Company. Stockholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company, and
thus the Company's future earnings and assets, subject to the Company's right to
issue additional Shares and other equity securities in the future. In
determining whether to tender Shares pursuant to the Offer, stockholders should
consider the possibility that they may be able to sell their Shares in the
future on the NYSE or otherwise, including in connection with a sale of the
Company, at a net price higher than the Purchase Price. See Section 2. The
Company can give no assurance, however, as to the price at which a stockholder
may be able to sell non-tendered Shares in the future or whether a sale of the
Company may occur in the future.
As of November 11, 1999, the Company had 5,862,228 issued and outstanding
Shares, 25,470 Shares held in treasury and had reserved 500,000 Shares for
issuance upon exercise of outstanding stock options ("Options") under the
Company's stock option plans and certain stock option agreements which the
Company has entered into with certain of its executive officers (collectively
the "Option Plans"). The 400,000 Shares that the Company is offering to purchase
pursuant to the Offer represent approximately 6.8% of the Company's Shares
outstanding on November 11, 1999 (approximately 6.6% assuming exercise of
outstanding exercisable Options). The Shares are listed and traded on the NYSE
under the symbol "TBW." On November 11, 1999, the last full trading day on the
NYSE prior to the announcement of the Offer, the closing per Share sales price
as reported on the NYSE Composite Tape was $9 1/16. Stockholders are urged to
obtain current market quotations for the Shares. See Section 7.
(b) The information set forth in Section 10 of the Offer to Purchase is
hereby amended and restated as follows:
10. Interest of Directors and Officers and Principal Stockholder;
Transactions and Arrangements Concerning Shares.
As of November 11, 1999, the Company had 5,862,228 issued and outstanding
Shares, 25,470 Shares held in treasury and had reserved 500,000 Shares for
issuance upon exercise of outstanding Options. The 400,000 Shares that the
Company is offering to purchase represents approximately 6.8% of the Shares
outstanding on November 11, 1999 (approximately 6.6% assuming exercise of
outstanding exercisable Options).
As of November 11, 1999, the Company's directors and executive officers as
a group (17 persons) beneficially owned an aggregate of 3,153,457 Shares
representing approximately 52.1% of the outstanding Shares, assuming the
exercise by such persons of their Options exercisable within 60 days of such
date. Michael L. Hurt, Jean-Pierre Conte, Carl Christenson, Harold Coder, David
Halleen and Michael Iversen, who are executive officers or directors of the
Company, have each advised the Company that he intends to tender Shares pursuant
to the Offer. Michael L. Hurt, Jean-Pierre Conte, Carl Christenson, Harold
Coder, David Halleen and Michael Iversen, are the beneficial owners of 128,821
Shares, 81,922 Shares, 22,154 Shares, 17,260 Shares, 18,790 Shares and 29,972
Shares, respectively, of which they intend to tender 29,994 Shares, 30,000
Shares, 4,000 Shares, 3,618 Shares, 2,496 Shares and 3,750 Shares, respectively.
If the Company purchases 400,000 Shares pursuant to the Offer, then after the
purchase of Shares pursuant to the Offer, assuming no Shares were tendered by
the executive officers and directors or holders of options granted by any of the
executive officers and directors the Company's executive officers and directors
as a group would own beneficially approximately 55.8% of the outstanding Shares
immediately after the Offer, assuming the exercise by such persons of their
Options exercisable within 60 days of such date. If the Company purchases
400,000 Shares pursuant to the Offer, then after the purchase of Shares pursuant
to the Offer, assuming that all 73,858 Shares tendered by the executive officers
and directors as set forth above and any shares beneficially owned by holders of
options granted by any of the executive officers and directors are purchased
pursuant to the Offer, the executive officers and directors as a group would own
beneficially approximately 49.6% of the outstanding Shares immediately after the
Offer, assuming the exercise by such persons of their Options exercisable within
60 days of such date. See paragraph immediately below regarding option granted
by the Company's Chairman.
<PAGE>
Thomas C. Foley, the Company's Chairman and controlling stockholder has
advised the Company that he does not intend to tender any Shares into the Offer
and that on November 9, 1999 he entered into an option agreement (the "Option
Agreement") with, Mr. C. Sean Day (the "Option Holder"). Pursuant to the Option
Agreement, the Option Holder has the option to purchase up to 275,000 Shares
from Mr. Foley at a purchase price that is $ .05 per Share less than the final
per Share Purchase Price to be paid by the Company for Shares tendered into and
accepted for payment pursuant to the Offer. The Option Holder has advised the
Company that it currently intends to tender 275,000 Shares into the Offer at a
price of $9.00 per Share (but in no event less than $8.95 per Share). As of
November 11, 1999, Mr. Foley beneficially owned 2,698,658 Shares representing
approximately 44.6% of the outstanding Shares (calculated on a fully-diluted
basis).
Based on the Company's records and on information provided to the Company
by its directors, executive officers and subsidiaries, neither the Company, nor
any associate or subsidiary of the Company nor, to the best of the Company's
knowledge, any of the directors or executive officers of the Company or any of
its subsidiaries, nor any associates or subsidiaries of any of the foregoing,
has effected any transactions involving the Shares during the 40 business days
prior to the date hereof.
Except as otherwise described herein, neither the Company nor, to the best
of the Company's knowledge, any of its affiliates, directors or executive
officers, is a party to any contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to the Offer with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
<PAGE>
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: December 8, 1999 TB WOOD'S CORPORATION
By: /s/ MICHAEL L. HURT
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Name: Michael L. Hurt
Title: President
