SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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THE WEST COMPANY, INCORPORATED
(Name of Issuer)
THE WEST COMPANY, INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK ($.25 PAR VALUE)
(Title of Class of Securities)
953348 10 9
(CUSIP NUMBER of Class of Securities)
John R. Gailey III
Vice President and General Counsel
The West Company, Incorporated
101 Gordon Drive
Lionville, PA 19341-0645
(610) 594-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communication on Behalf of the Person(s) Filing Statement)
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September 9, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$62,000,000 $12,400.00
*Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 2,000,000 shares at the maximum tender offer price per
share of $ 31.00.
|_| Check 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.
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Amount Previously Paid: $12,400.00 Filing Party: The West Company, Incorporated
Form or Registration No.: Form 13E-4 Date Filed: September 9, 1998
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This Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4
filed September 9, 1998 (the "Statement"), is being made solely for the purposes
of filing as Exhibit (f) a copy of the script used by the Information Agent, and
filing as Exhibit (a) (12) the press release issued by the Company on October 8,
1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) A list of exhibits filed with this Statement is set forth on the Index
to Exhibits immediately following the signature page of this Statement and is
incorporated herein by reference.
(b) - (e) Not applicable.
(f) The Oral Solicitation Script used by the Information Agent, filed as
Exhibit (f) hereto, is incorporated herein by reference.
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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.
THE WEST COMPANY, INCORPORATED
By:
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Steven A. Ellers
Senior Vice President and Chief Financial Officer
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Dated: October 21, 1998
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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(a) (1) Form Offer to Purchase dated September 9, 1998 ....................................... *
(a) (2) Form of Letter of Transmittal......................................................... *
(a) (3) Form of Notice of Guaranteed Delivery................................................. *
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.......................................................... *
(a) (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees............................................. *
(a) (6) Form of Letter to Shareholders dated September 9, 1998, from
the Chairman and Chief Executive Officer of the Company............................... *
(a) (7) Form of Letter from The West Company, Incorporated to
participants in The West Company Saving Plan, Direction Form
for The West Company, Incorporated Savings Plan Employer
Matching Contribution and PAYSOP Accounts the Form of
Questions and Answers for plan participants about the
Company's tender offer ............................................................... *
(a) (8) Form of Letter from the Company to participants in the
Non-Qualified Incentive Plans; Direction Form for the Long Term
Incentive Plan and 1998 Key Employee Incentive Compensation
Plan ("Non-Qualified Incentive Plans") Bonus Share Accounts and
the Form of Questions and Answers for plan participants about
the Company's tender offer............................................................ *
(a) (9) Summary Advertisement dated September 9, 1998......................................... *
(a) (10) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9................................................................... *
(a) (11) Press Release dated September 9, 1998 incorporated herein by
reference to. Exhibit 99.1 to the Company's Current
Report 8-K filed with the Commission on September 9, 1998............................. *
(a) (12) Press Release dated October 8, 1998................................................... 5
(f) Oral Solicitation Script Used by the Information Agent, Shareholder
Communications Corporation............................................................ 7
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* Previously filed.
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Exhibit (a) (12)
Contact: The West Company
Stephen M. Heumann
Vice President and Treasurer
(610) 594-3346
Investor Relations: Morgen-Walke Associates
Jill Ruja/Meredith Pudalov
Press: Darren Brandt
(212) 850-5600
THE WEST COMPANY ANNOUNCES CONCLUSION
OF "DUTCH AUCTION" SELF-TENDER
Lionville, PA October 8, 1998. The West Company, Incorporated (NYSE:WST)
announced the final results of its Dutch Auction self-tender offer for up to
2,000,000 shares of its common stock, which expired at 5:00 p.m. on Wednesday,
October 7, 1998.
The Company said that it will purchase approximately 2,000,000 shares of its
common stock at a purchase price of $30.00 per share in accordance with the
terms of the tender offer. This represents approximately 90% of the 2,250,000
shares tendered at or below the purchase price. The Company will make payment
for the purchased shares as soon as practical. This share purchase represents
approximately 11.8% of its shares outstanding immediately prior to the offer.
The West Company applies value-added services to the process of bringing new
drug therapies and healthcare products to global markets. West's technologies
include research and development of delivery systems for challenging drug
molecules; the design and manufacture of packaging components, systems and
devices that effectively deliver and differentiate drugs and healthcare
products; contract laboratory services; and commercialization processes for the
manufacturing, filling and packaging of drug and healthcare products.
* * * * * * * * * * * * *
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THE WEST COMPANY, INC. - OUTBOUND
DUTCH AUCTION - NOBO
Hello. My name is __________ and I am calling on behalf of The West Company. May
I please speak with__________? I was calling to confirm that your broker has
notified you of the Dutch Auction tender offer for common stock of The West
Company.
Yes No
Great! Did you have a chance to look over I'd like to suggest that you contact
the offer? your broker for more information
about the Dutch Auction tender offer
for The West Company common stock.
Yes No
Response
Remember, if you intend to accept the offer, your broker needs to receive your
instructions by October 7, 1998, at the latest. If you decide to participate we
urge you to act as soon as possible.
That's all I wanted to let you know. Thank you for your time and have a
good ( ).
Message: This message is for Mr./Mrs. _______. I'm calling you on behalf The
West Company to remind you that the deadline to respond to the Dutch Auction
tender offer is October 7, 1998. If you haven't already been notified about the
offer, please contact the brokerage at which you hold your shares. Thank you.
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THE WEST COMPANY, INC. - OUTBOUND
DUTCH AUCTION - NOBO
REGISTERED
Hello. My name is __________ and I am calling on behalf of The West Company. May
I please speak with__________? I was calling to be sure you received the notice
for the Dutch Auction Tender Offer for common stock of The West Company. Has it
arrived?
Yes NO
Great! Did you have a chance to look over I'd would like to remail those
the offer? materials. Do you live at (check
address)? I'll mail that right away.
Yes No
Are there any questions about the offer that I might be able to answer for you?
Yes No
Response
Remember that the deadline to respond to this offer is October 7, 1998.
That's all I wanted to let you know. Thank you for your time and have a
good ( ).
Message: This message is for Mr./Mrs. _________. I'm calling you on behalf The
West Company to remind you that the deadline to response to the Dutch Auction
tender offer is October 7, 1998. If you'd like more information please call
(888) 279-9146. When calling please refer to record #_____________. Thank you.
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