SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 3 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------------
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: [x ]
--------------------------------------------------------------------------------
This Amendment No. 3 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 and Amendment No. 2 filed on November
14, 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
The Offer terminated at 5:00 p.m., New York City Time on November 28, 2000.
Based on information provided by the Depositary, as of such time, 5,336,188
Shares had been tendered, which constitutes approximately 96% of the total
Shares outstanding. Approximately 6,800 Shares were tendered by notice of
guaranteed delivery. Purchaser has accepted all properly tendered and not
withdrawn Shares for prompt payment. After giving effect to the results of the
tender offer, Purchaser will own approximately 96% of the outstanding Shares.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following exhibit:
99(a)(11) Press Release issued by the Purchaser on November 29, 2000.
<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
--------------------
Name: Mike J. Hoover
Title: Vice President, General
Counsel and Secretary
JPS ACQUISITION, INC.
By: /s/ Mike J. Hoover
--------------------
Name: Mike J. Hoover
Title: Secretary
Dated: November 29, 2000
