SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 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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JPS PACKAGING COMPANY
(Name of Subject Company (Issuer))
JPS ACQUISITION, INC. (Offeror)
PECHINEY PLASTIC PACKAGING, INC. (Offeror)
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
46623H102
(CUSIP Number Of Class Of Securities)
MIKE J. HOOVER, GENERAL COUNSEL
8770 WEST BRYN MAWR AVENUE
MAIL SUITE 06H
CHICAGO, ILLINOIS 60631-3542
TELEPHONE: (773) 399-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
WITH A COPY TO:
ROBERT BOUMA, ESQ.
HEIDI J. STEELE, ESQ.
MCDERMOTT, WILL & EMERY
227 W. MONROE STREET
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 372-2000
CALCULATION OF FILING FEE: Previously Paid
[ ] 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: [ ]
<PAGE>
INTRODUCTION
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Statement") filed with the SEC on October 30, 2000 by JPS
Acquisition, Inc. ("Purchaser") and Pechiney Plastic Packaging, Inc. ("Parent").
The Statement relates to the offer by Purchaser and Parent to purchase any and
all outstanding shares of common stock of JPS Packaging Company (the "Company"),
at a purchase price of $7.86 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 October 30, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and which are
incorporated herein by reference. All information in the Offer to Purchase,
including all schedules thereto, and in the Letter of Transmittal is
incorporated by reference in answer to all of the items in this Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule TO and the Offer to Purchase. Except as
amended and supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND 11 THROUGH 12
Items 1 through 9 and Items 11 through 12 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
o The "Introduction" section of the Offer to Purchase is hereby amended and
supplemented by inserting the following sentences at the end of the fourth
paragraph:
"G. Kenneth Baum and William D. Thomas, directors of the Company, have
certain affiliations with George K. Baum & Company. Mr. Thomas is a Vice
President of George K. Baum & Company, and both Mr. Baum and Mr. Thomas are
affiliated with George K. Baum Group, Inc., which holds 1,488,100 shares of
the Company's common stock. In addition, George K. Baum Group, Inc. and
Messrs. Baum and Thomas, which beneficially own in the aggregate
approximately 36% of the outstanding common stock of the Company, have
executed an Irrevocable Proxy Agreement in which they agreed to vote all of
the Shares that they own in favor of the proposed transaction and to sell
their Shares to Purchaser under certain circumstances."
o The "Source and Amount of Funds" section of the Offer to Purchase is hereby
amended and supplemented by replacing the last sentence of that section
with the following:
The Purchaser will obtain such funds from a loan from Pechiney Metals,
Corp., an affiliate of Purchaser, which shall have an interest rate of
LIBOR plus 0.25% and a one year term. Purchaser currently has no plans or
arrangements to finance or repay the loan. No alternative financing plan
exists.
o The "Conditions to the Offer" section contained in the Offer to Purchase is
hereby amended and supplemented by replacing the phrase immediately
following the conditions with the following:
"which in the reasonable judgment of Parent or the Purchaser, and
regardless of the circumstances (including any action or inaction by Parent
or any of its affiliates), in any such case, makes it inadvisable to
proceed with the Offer or with such acceptance for payment or payment for
Shares."
o The "Conditions to the Offer" section contained in the Offer to Purchase is
hereby amended and supplemented by replacing the last paragraph of such
section with the following paragraph:
"The foregoing conditions are for the sole benefit of Parent and the
Purchaser and may be waived by Parent or the Purchaser, in whole or in
part, at any time on or prior to the Expiration Date (other than those
dependent upon receipt of necessary government approvals which may be
waived prior to the Purchaser's acceptance of the Shares) in the reasonable
discretion of Parent or the Purchaser. The failure by Parent or the
Purchaser 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 on or
prior to the Expiration Date (other than those dependent upon receipt of
<PAGE>
necessary government approvals which may be waived prior to the Purchaser's
acceptance of the Shares)."
ITEM 12. EXHIBITS.
(d)(2) Confidentiality Agreement between Parent and the Company,
dated as of August 2, 2000
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.
PECHINEY PLASTIC PACKAGING, INC.
By: /s/ Michael J. Hoover_
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Name: Michael J. Hoover
Title: Vice President, General Counsel
and Secretary
JPS ACQUISITION, INC.
By: /s/ Michael J. Hoover__
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Name: Michael J. Hoover
Title: Secretary
Dated: November 7, 2000
