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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A*
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
SCHEDULE 13D/A*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
VALLEY FORGE CORPORATION
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(Name of Subject Company [Issuer])
KCI ACQUISITION CORP.
KEY COMPONENTS, LLC
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(Bidders)
COMMON STOCK, $.50 PAR VALUE
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(Title of Class of Securities)
919640102
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(CUSIP Number of Class of Securities)
COPY TO:
<TABLE>
<S> <C>
Alan L. Rivera
Key Components, LLC Michael J. Emont
c/o Millbrook Capital Management, Inc. Rubin Baum Levin Constant & Friedman
Carnegie Hall Tower 30 Rockefeller Plaza
152 West 57th Street 29(th) Floor
New York, New York 10019 New York, New York 10112
</TABLE>
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
* Constituting the final amendment to the Schedule 14D-1 and the Schedule 13D.
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") of KCI Acquisition Corp., a Delaware corporation (the
"Offeror") and a direct wholly-owned subsidiary of Key Components, LLC, a
Delaware limited liability company (the "Parent") and a direct wholly-owned
subsidiary of Key Components, Inc., a New York corporation ("KCI"), filed with
the Securities and Exchange Commission on December 9, 1998, as previously
amended, relating to the offer (the "Offer") to purchase all outstanding shares
of common stock, par value $.50 per share ("Shares"), of Valley Forge
Corporation, a Delaware corporation (the "Company"), at a price of $19.00 per
share. This Amendement No. 2, which constitutes the final amendment of the
Schedule 14D-1, also constitutes Amendment No. 2 to the Statement on Schedule
13D of the Offeror, Parent and KCI with respect to Shares beneficially owned by
the Offeror, Parent and KCI.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 6 is hereby amended to add the following information:
Immediately following the expiration of the offer on January 15, 1999, the
Offeror accepted for payment a total of 3,912,570 Shares of the common stock of
the Company, representing approximately 94.6% of the Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following information:
The Offer terminated at 12:00 midnight (Eastern Time), on January 15, 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.
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<S> <C> <C>
Dated: January 19, 1999 KCI ACQUISITION CORP.
By: /s/ ALAN L. RIVERA
-----------------------------------------
Name: Alan L. Rivera
Title: Vice President
</TABLE>
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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.
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<S> <C> <C>
Dated: January 19, 1999 KEY COMPONENTS, LLC
By: /s/ ALAN L. RIVERA
-----------------------------------------
Name: Alan L. Rivera
Title: Vice President
</TABLE>
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<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.
<TABLE>
<S> <C> <C>
Dated: January 19, 1999 KEY COMPONENTS, INC.
By: /s/ ALAN L. RIVERA
-----------------------------------------
Name: Alan L. Rivera
Title: Vice President
</TABLE>
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