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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 / FINAL AMENDMENT
TO
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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Echelon International Corporation
(Name of Subject Company)
EIN Acquisition Corp.
ETA Holding LLC
ETA Holding Corp.
The 1999 Haber Family Trust
James Haber
(Name of Filing Persons--Offerors)
Common Stock, par value $.01 per share
(Title of Class of Securities)
278747100
(CUSIP Number of Class of Securities)
James Haber
President
EIN Acquisition Corp.
ETA Holding LLC
950 Third Avenue, 23rd Floor
New York, New York 10022
Telephone: (212) 688-2700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Stuart Bressman, Esq.
Robert M. Unger, Esq.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
Telephone: (212) 944-1515
[_]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: [X]
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This Final Amendment amends and supplements the Tender Offer Statement on
Schedule TO filed on January 28, 2000 and amended on February 15, 2000 and
further amended on February 28, 2000 (as amended, the "Schedule TO") relating
to the offer by EIN Acquisition Corp., a Florida corporation, ETA Holding LLC,
a Delaware limited liability company and the sole shareholder of EIN
Acquisition Corp. ("Parent"), ETA Holding Corp., a Delaware corporation and the
sole manager of Parent ("Manager"), The 1999 Haber Family Trust, a New York
trust and the sole shareholder of Manager and sole member of Parent (the
"Trust"), and James Haber to purchase all of the issued and outstanding shares
of common stock, par value $.01 per share (the "Common Stock"), of Echelon
International Corporation, a Florida corporation (the "Company") and the
associated preferred share purchase rights (the "Rights" and, together with the
Common Stock, the "Shares"), at a purchase price of $34.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 28, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase, as amended or supplemented from time to time,
constitute the "Offer"), copies of which were previously filed as Exhibit (a)
(1)(i) and Exhibit (a) (1)(ii) to this Schedule TO. EIN Acquisition Corp.,
Parent, Manager, the Trust and James Haber are collectively referred to herein
as "Purchaser", unless the context otherwise indicates, in which case the term
"Purchaser" shall refer to EIN Acquisition Corp.
Item 6. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 6 of the Schedule TO is hereby amended and supplemented as follows:
On March 8, 2000, the Purchaser announced that it had merged with and into
the Company with the Company continuing as the surviving corporation after the
Merger and that the Merger became effective at 9:05 a.m., New York City time,
on Wednesday, March 8, 2000. Because the Purchaser had acquired at least 80% of
the outstanding Shares, the Merger was effected without a meeting of
stockholders of the Company. As a result of the Merger, each outstanding Share
of the Company was cancelled, extinguished, and converted into the right to
receive $34.00 per Share in cash, without interest thereon, less any applicable
withholding taxes. The full text of the press release is set forth in Exhibit
(a) (1)(x) and is incorporated herein by reference.
On March 8, 2000, the Purchaser requested that the Shares no longer be
quoted on the New York Stock Exchange. The Parent and the Purchaser expect that
registration of the Shares under the Exchange Act will be terminated.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 12:00 midnight, New York City time,
on Tuesday, March 7, 2000, the Purchaser ultimately acquired 5,806,376 Shares
(or approximately 87.12% of the issued and outstanding Shares).
The information provided in this Final Amendment under Item 6 is
incorporated herein by reference.
Item 12. Exhibits.
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(a) (1)(i) Offer to Purchase dated January 28, 2000.*
(a) (1)(ii) Letter of Transmittal.*
(a) (1)(iii) Notice of Guaranteed Delivery.*
(a) (1)(iv) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a) (1)(v) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
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(a) (1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a) (1)(vii) Summary Advertisement as published on January 28, 2000.*
(a) (1)(viii) Press Release dated January 22, 2000.*
(a) (1)(ix) Press release dated February 28, 2000.*
(a) (1)(x) Press release dated March 8, 2000.
(b) (1) Credit Agreement dated as of January 21, 2000 among EIN
Acquisition Corp., Utrecht-America Finance Co., as Initial
Lender, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch, as Agent (the
"Credit Agreement").*
(b) (2) Security Agreement dated as of January 21, 2000 made by EIN
Acquisition Corp. in favor of Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland," New York Branch, as
Agent for the lenders party to the Credit Agreement.*
(b) (3) Amendment dated February 28, 2000 to the Credit Agreement.
(c) Not applicable.*
(d) (1) Agreement and Plan of Merger, dated as of January 21, 2000, by
and among Echelon International Corporation, EIN Acquisition
Corp. and ETA Holding LLC.*
(d) (2) Purchase and Sale Agreement, dated as of January 21, 2000, by
and among Echelon International Corporation and certain of its
subsidiaries, collectively, as seller, and Echelon Residential
LLC, as buyer.*
(d) (3) Subscription Agreement, dated as of January 21, 2000, by and
among Echelon International Corporation and certain of its
subsidiaries, collectively, as transferor, and Heller Affordable
Housing of Florida, Inc., as issuer.*
(d) (4) Lease Agreement, dated as of January 21, 2000, between Heller
Affordable Housing of Florida, Inc., as Lessor, and Echelon
Commercial LLC, as Lessee.*
(d) (5) Omnibus Agreement, dated January 21, 2000, between EIN
Acquisition Corp. and Heller Financial, Inc.*
(d) (6) Purchase Agreement, dated as of January 13, 2000, by and between
Echelon International Corporation and Echelon Affordable
Housing, Inc., collectively, as sellers, and Heller Affordable
Housing, Inc., as purchaser.*
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(e) Not applicable.
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(f) Not applicable.
(g) None.
(h) None.
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* Previously filed.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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.
ETA Holding LLC
By: ETA Holding Corp., its Manager
/s/ James Haber
By: _________________________________
James Haber
President
EIN Acquisition Corp.
/s/ James Haber
By: _________________________________
James Haber
President
ETA Holding Corp.
/s/ James Haber
By: _________________________________
James Haber
President
The 1999 Haber Family Trust
/s/ Eric B. Woldenberg
By: _________________________________
Eric B. Woldenberg, as trustee
/s/ James Haber
_____________________________________
James Haber
Date: March 8, 2000
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EXHIBIT INDEX
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Exhibit Page
No. Description No.
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(a)(1)(i) Offer to Purchase dated January 28, 2000*.................
(a)(1)(ii) Letter of Transmittal*....................................
(a)(1)(iii) Notice of Guaranteed Delivery*............................
(a)(1)(iv) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks,
Trust Companies and Nominees*.............................
(a)(1)(v) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust
Companies and Nominees*...................................
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on
Substitute Form W-9*......................................
(a)(1)(vii) Summary Advertisement as published on January 28, 2000*...
(a)(1)(viii) Press Release dated January 22, 2000*.....................
(a)(1)(ix) Press Release dated February 28, 2000*....................
(a)(1)(x) Press Release dated March 8, 2000.........................
(b)(1) Credit Agreement dated as of January 21, 2000 among EIN
Acquisition
Corp., Utrecht-America Finance Co., as Initial Lender, and
Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York
Branch, as Agent (the "Credit Agreement")*................
(b)(2) Security Agreement dated as of January 21, 2000 made by
EIN Acquisition Corp.
in favor of Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A.,
"Rabobank Nederland," New York Branch, as Agent for the
lenders party to
the Credit Agreement*.....................................
(b)(3) Amendment dated February 28, 2000 to the Credit
Agreement.................................................
(d)(1) Agreement and Plan of Merger, dated as of January 21,
2000, by and among
ETA Holding LLC, EIN Acquisition Corp. and Echelon
International Corporation*................................
(d)(2) Purchase and Sale Agreement, dated January 21, 2000, by
and among Echelon International Corporation and certain of
its subsidiaries, collectively, as seller,
and Echelon Residential LLC, as buyer*....................
(d)(3) Subscription Agreement, dated as of January 21, 2000, by
and among Echelon International Corporation and certain of
its subsidiaries, collectively, as transferor
and Heller Affordable Housing of Florida, Inc., as
issuer*...................................................
(d)(4) Lease Agreement, dated as of January 21, 2000, between
Heller Affordable
Housing of Florida, Inc., as Lessor, and Echelon
Commercial LLC, as Lessee*................................
(d)(5) Omnibus Agreement, dated January 21, 2000, between EIN
Acquisition Corp.
and Heller Financial, Inc.*...............................
(d)(6) Purchase Agreement, dated as of January 13, 2000, by and
between Echelon International Corporation and Echelon
Affordable Housing, Inc., collectively, as sellers and
Heller Affordable Housing, Inc., as purchaser*............
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* Previously filed.
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Exhibit (a)(1)(x)
ECHELON STOCKHOLDERS TENDER SHARES
New York City (March 8, 2000) - EIN Acquisition Corp. ("EIN Acquisition"), a
wholly-owned subsidiary of ETA Holding LLC ("ETA Holding"), today announced
that Echelon International Corporation ("Echelon") common stockholders have
tendered 5,806,376 or 87.12 percent, of the outstanding Echelon shares under
the terms of EIN Acquisition's tender offer, which, as extended, expired at
midnight on Tuesday, March 7, 2000. At the expiration of the tender offer,
858,649 of the outstanding shares had not been tendered in the tender offer.
EIN Acquisition has accepted for purchase all Echelon shares validly tendered
and not withdrawn prior to the expiration of the offer. EIN Acquisition needed
at least an 80-percent tender rate to move forward with its plans to acquire
Echelon without scheduling a meeting of Echelon's stockholders.
EIN Acquisition will complete the US $226-million acquisition by paying US
$34.00 per share in cash for Echelon's common stock and stock options by March
9, 2000.
