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As filed with the Securities and Exchange Commission on January 3, 2000.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Schedule 13E-4
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 3)
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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**
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$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. 3 (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:
Pursuant to the Offer, the Company accepted for payment 400,000 Shares
at $9.00 per Share, which is the Purchase Price for the Offer. The Offer was
oversubscribed, with 424,398 Shares validly tendered and not properly withdrawn
at the Purchase Price. The final proration factor for the Offer is 94.2507%.
Approximately 355,000 Shares conditionally tendered pursuant to Section 6 were
not accepted for payment because the condition was not satisfied. Following the
purchase of Shares tendered, the Company will have approximately 5,462,228
Shares issued and outstanding.
On December 20, 1999, the Company issued a press release announcing the
preliminary results of the Offer and on December 24, 1999, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on December 20, 1999, and December 24, 1999 are
attached hereto as Exhibits (a)(12) and (a)(13), respectively, and are
incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and
supplemented by the following:
(a)(12) Form of Press Release issued by the Company, dated December 20, 1999
(a)(13) Form of Press Release issued by the Company, dated December 24, 1999
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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: January 3, 2000 TB WOOD'S CORPORATION
By: /s/ MICHAEL L. HURT
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Name: Michael L. Hurt
Title: President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
(a)(12) Form of Press Release issued by the Company, dated
December 20, 1999
(a)(13) Form of Press Release issued by the Company, dated
December 24, 1999
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Contact:
Grace Protos
(212 )929-5500
FOR IMMEDIATE RELEASE:
TB WOOD'S Corporation Announces Preliminary Results of Self-tender Offer
CHAMBERSBURG, PA, December 20, 1999 -- TB Wood's Corporation (NYSE:TBW) today
announced the preliminary results of its "Dutch Auction" self tender offer,
which expired at 12:00 Midnight, New York City time, on December 17, 1999. The
Company commenced the tender offer for up to 400,000 shares of its common stock,
or approximately 6.8% of its then-outstanding shares, at a purchase price not
greater than $12.50 nor less than $9.00 per share on November 12, 1999. Based
upon a preliminary count by American Stock Transfer & Trust Company, the
depositary for the offer, a total of 424,398 shares were tendered at $9 per
share. Due to the over-subscription, shares tendered will be pro-rated. The
Company expects to purchase, subject to final verification, 400,000 shares at
$9.00 per share, resulting in an estimated pro-ration factor of approximately
94%. The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered (and not properly withdrawn), including shares tendered subject
to guarantees of delivery. Payment for shares validly tendered and accepted will
be made promptly, subject to proper delivery of shares according to the terms of
the offer. 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.
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Exhibit a(13)
Contact:
Grace Protos
(212 )929-5500
FOR IMMEDIATE RELEASE:
TB WOOD'S Corporation Announces Final Results of Self-Tender Offer
CHAMBERSBURG, PA, December 24, 1999 -- TB Wood's Corporation (NYSE:TBW) today
announced the final results of its "Dutch Auction" self tender offer, which
expired at 12:00 Midnight, New York City time, on December 17, 1999. The Company
commenced the tender offer for up to 400,000 shares of its common stock, or
approximately 6.8% of its then-outstanding shares, at a purchase price not
greater than $12.50 nor less than $9.00 per share on November 12, 1999. Based
upon a final count by American Stock Transfer & Trust Company, the depositary
for the offer, a total of 424,398 shares were tendered at $9.00 per share. Due
to the over-subscription, shares tendered will be pro-rated. The Company will
purchase 400,000 shares at $9.00 per share, resulting in a final pro-ration
factor of 94%. The Company expects that the depositary will begin issuing
payment for shares purchased in the offer on December 27, 1999 and will complete
the payment process as promptly as possible. Shares not purchased pursuant to
the offer will be promptly returned by the depositary. 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.
