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As filed with the Securities and Exchange Commission on December 13, 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. 2)
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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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This Amendment No. 2 (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
s"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.
ITEM 8 ADDITIONAL INFORMATION.
Item 8 Section (e) is hereby amended as follows:
(a) The information set forth in paragraph 3 of Section 10 "Interest of
Directors and Officers and Principal Stockholder; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase is hereby amended and restated as
follows:
<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.
However, on November 9, 1999 he entered into an option agreement (the
"Option Agreement") with Mr. C. Sean Day (the "Option Holder"). The Option
Agreement is designed to enable Mr. Foley to receive the tax treatment generally
available to other U.S. taxpaying Shareholders who participate in the offer.
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 and that in order to properly deliver Shares pursuant to the Offer, he
will acquire directly from Mr. Foley under the terms of the Option Agreement
the number of Shares accepted in the Offer. 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).
(b) The information set forth in paragraph 9 of Section 6 "Certain
Conditions of the Offer" of the Offer to Purchase is hereby amended and restated
as follows:
The foregoing conditions which are for the sole benefit of the Company may
be asserted by the Company and may be waived by the Company, in whole or in
part, at any time and from time to time in its reasonable discretion. The
Company's failure at any time to exercise any of the foregoing rights shall not
be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by the Company concerning the events described above will be final
and binding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and
supplemented by the following:
a(10) Press Release dated December 10, 1999
a(11) Supplement to Offer to Purchase dated December 13, 1999
<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 13, 1999 TB WOOD'S CORPORATION
By: /s/ MICHAEL L. HURT
------------------------------
Name: Michael L. Hurt
Title: President
<PAGE>
Exhibit a (10)
FOR IMMEDIATE RELEASE
Contact:
Grace Protos
(212) 929-5500
TB WOOD'S CORPORATION ANNOUNCES
AN EXTENSION OF ITS OFFER TO PURCHASE 400,000 OF ITS SHARES
Chambersburg, Pa December 10, 1999 - TB Wood's Corporation (NYSE:TBW) today
announced that based upon comments received from the Securities and Exchange
Commission it is mailing to its stockholders a supplement to its Offer to
Purchase for cash up to 400,000 shares of its common stock. Pursuant to the
requirements of the Securities and Exchange Commission, the Company is extending
by five business days the tender offer, which is a Modified Dutch Auction self
tender,. The tender offer will expire, unless further extended, at 12:00
Midnight, New York City time, on Friday, December 17, 1999.
The terms of the tender offer, which are described more fully in the Offer to
Purchase and the Letter of Transmittal pursuant to which the tender offer is
made, include a purchase price for each tendered share of not more than $12.50
per share nor less than $9.00 per share net to the seller in cash, without
interest thereon.
Stockholders may obtain further information by calling the Company directly and
asking for Thomas F. Tatarczuch, Vice President-Finance, or Michael L. Hurt,
President or by calling our Information Agent, MacKenzie Partners, Inc. at (212)
929-5500 or (800) 322-2885.
<PAGE>
Exhibit a(11)
SUPPLEMENT
TB Wood's Corporation
Has Amended its Offer To Purchase for Cash Up To
400,000 Shares of Its Common Stock
At a Purchase Price Not In Excess of $12.50
Nor Less Than $9.00 Per Share
by Extending the Termination of the Offer to December 17, 1999
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED FOR FIVE
BUSINESS DAYS AND AS A RESULT EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, DECEMBER 17, 1999, UNLESS THE OFFER IS EXTENDED FURTHER.
- --------------------------------------------------------------------------------
On November 12, 1999, TB Wood's Corporation, a Delaware corporation
(the "Company"), invited 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 in the Offer to
Purchase and in the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer").
IMPORTANT
Except as otherwise set forth in this Supplement, the Offer continues
to be governed by the terms and conditions set forth in the Offer to Purchase
dated November 12, 1999, and the information contained therein continues to be
important to each shareholder's decision with respect to the Offer. Accordingly,
this Supplement should be read carefully in conjunction with such documents,
which have been previously mailed to shareholders.
The Shares are listed and traded on the New York Stock Exchange
("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.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
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<S> <C> <C> <C>
By Hand Delivery: By Overnight Delivery: By Mail: Facsimile Transmission:
40 Wall Street 40 Wall Street 40 Wall Street (for Eligible
46th Floor 46th Floor 46th Floor Institutions only)
New York, New York 10005 New York, New York 10005 New York, New York 10005 (718) 234-5001
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Confirm Receipt of Facsimile by Telephone: (718) 921-8200
Any questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to the Information Agent at the telephone
number and address set forth below. Stockholders may also contact their broker,
dealer, commercial bank, trust company or nominee for assistance concerning the
Offer. To confirm delivery of Shares, stockholders are directed to contact the
Depositary.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or call toll free 1-800-322-2885
December 13, 1999
<PAGE>
To the Holders of Common Stock of TB Wood's Corporation:
The following information amends and supplements the Offer to Purchase
dated November 12, 1999, as amended (the "Offer to Purchase"), of TB Woods'
Corporation, a Delaware corporation (the "Company"). The Company invited 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 therein and herein and in the related letter
of transmittal (the "Letter of Transmittal") (which, together with the Offer to
Purchase as each may be amended or supplemented from time to time, constitute
the "Offer").
Except as otherwise set forth in this Supplement, the terms and
conditions previously set forth in the Offer to Purchase remain applicable in
all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase. Unless the context requires otherwise, capitalized
terms used herein but not otherwise defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
THE OFFER
1. Amended terms of The Offer The definition of "Expiration Date" in paragraph
two of "Section 1. Number of Shares; Proration." is amended and restated as
follows:
"The term "Expiration Date" means 12:00 Midnight, New York City time,
on Friday, December 17, 1999 unless and until the Company, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire."
2. Certain Conditions of the Offer The ninth paragraph in "Section 6. Certain
Conditions of the Offer" is hereby amended and restated in its entirety as
follows;
"The foregoing conditions which are for the sole benefit of the Company
may be asserted by the Company and may be waived by the Company, in whole or in
part, at any time and from time to time in its reasonable discretion. The
Company's failure at any time to exercise any of the foregoing rights shall not
be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by the Company concerning the events described above will be final
and binding."
3. Interest of Directors and Officers and Principal Stockholder; Transactions
and Arrangements Concerning Shares. The third paragraph in "Section 10. Interest
of Directors and Officers and Principal Stockholder; Transactions and
Arrangements Concerning Shares" is hereby supplemented and restated in its
entirety as follows;
"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. However, on November 9, 1999 he entered into an option agreement (the
"Option Agreement") with Mr. C. Sean Day (the "Option Holder"). The Option
Agreement is designed to enable Mr. Foley to receive the tax treatment generally
available to other US taxpaying shareholders who participate in the Offer.
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 and that in order to properly deliver the Shares pursuant to the
Offer, he will acquire directly from Mr. Foley under the terms of the Option
Agreement the number of Shares accepted in the Offer. 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)."
The date of this Supplement to the Offer to Purchase is December 13, 1999.
TB WOOD'S CORPORATION
