SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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
<PAGE>
[ ] 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: [ ]
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed by Pechiney Plastic Packaging, Inc., a Delaware corporation
("Parent"), and JPS Acquisition, Inc., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Parent, on October 30, 2000, as amended by
Amendment No. 1 filed on November 7, 2000. The Schedule TO relates to the offer
by Purchaser to purchase all outstanding shares of common stock, par value $0.01
per share (the "Shares"), of JPS Packaging Company, a Delaware corporation (the
"Company"), at $7.86 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 30,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal, copies of
which were filed as Exhibits (a)(1) and (a)(2), respectively, and which have
been incorporated herein by reference (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The information set
forth in the Offer is incorporated herein by reference with respect to Items 1
through 9 and 11 of this Schedule TO. Except as amended and supplemented hereby,
the Schedule TO remains in effect. All terms used but not defined herein shall
have the meanings set forth in the Offer to Purchase.
ITEMS 1 THROUGH 9 AND 11
Items 1 through 9 and Items 11 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 "Source and Amount of Funds" section of the Offer to Purchase is hereby
amended and supplemented by replacing the last two sentences of that
section (as amended by Amendment No. 1 to the Schedule TO) 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 term of up to one year. There is no written loan
agreement, and the loan does not have any other terms or
<PAGE>
conditions. Purchaser currently has no plans or arrangements to finance or
repay the loan. No alternative financing plan exists.
o Item 11 of the Schedule TO is amended by adding the following: The
applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), was terminated on
November 8, 2000. For additional information regarding the expiration of
the waiting period, see the text of the press release filed as an exhibit
hereto.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended by adding the following:
(a)(10) Press release issued by Parent and Purchaser, dated November 9, 2000,
announcing the termination of the waiting period under the HSR Act.
<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.
Pechiney Plastic Packaging, Inc.
By: /s/ Mike J. Hoover
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Name: Mike J. Hoover
Title: Vice President, General
Counsel and Secretary
JPS Acquisition, Inc.
By: /s/ Mike J. Hoover
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Name: Mike J. Hoover
Title: Secretary
Dated: November 13, 2000
