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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 2
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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ZERO CORPORATION
(NAME OF ISSUER)
ZERO CORPORATION
AND
ELECTRONIC SOLUTIONS
(NAMES OF PERSONS FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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989484 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILFORD D. GODBOLD, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ZERO CORPORATION
444 SOUTH FLOWER STREET, SUITE 2100
LOS ANGELES, CALIFORNIA 90071-2922
(213) 629-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
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COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
FEBRUARY 1, 1996
(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**
$71,343,870.75 $14,269
(*) The Transaction Valuation is based upon the purchase of 4,019,373 shares at
$17.75 per share.
(**) The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percentum of the value of the securities to be
acquired. The amount of $14,400 was previously paid with the Schedule 13E-
4 filed by ZERO Corporation and Electronic Solutions on February 1, 1996.
[X] Check box 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.
AMOUNT PREVIOUSLY PAID: $14,400 FILING PARTIES: ZERO CORPORATION
AND ELECTRONIC
SOLUTIONS
FORM OR
REGISTRATION NO.: SCHEDULE 13E-4 DATE FILED: FEBRUARY 1, 1996
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This Amendment No. 2 (Final Amendment), dated March 12, 1996, amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated February
1, 1996, as amended by Amendment No. 1, dated February 22, 1996 (the "Schedule
13E-4") of ZERO Corporation, a Delaware corporation (the "Company"), and
Electronic Solutions, a Nevada corporation and a wholly owned subsidiary of
the Company (the "Subsidiary"; the Company and the Subsidiary are referred to
herein collectively as the "Purchasers"), filed with the Securities and
Exchange Commission in connection with the Purchasers' offer to purchase up to
4,000,000 shares of Common Stock, par value $.01 per share (the "Shares"), of
the Company at a price, net to the seller in cash, without interest thereon,
not greater than $18.00 nor less than $15.75 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 1,
1996 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which were filed as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule 13E-4 and incorporated by
reference therein.
Items 8 and 9 and the Exhibit Index of the Schedule 13E-4 are hereby
supplemented and amended by adding the following:
ITEM 8. ADDITIONAL INFORMATION
At 12:00 midnight, New York City time, on Thursday, February 29, 1996 (the
"Expiration Date"), the Offer expired. Based on the information provided by
First Interstate Bank of California (the "Depositary"), a total of 6,329,998
Shares were validly tendered and not withdrawn, including Shares for which
certificates were delivered to the Depositary pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase. The Purchasers have
elected to purchase 4,019,373 Shares at a Purchase Price of $17.75 per Share.
Pursuant to the Offer, the Purchasers increased the number of Shares to be
purchased by 19,373, as permitted without requiring an extension of the Offer.
The Purchasers accepted for purchase all Shares that were validly tendered at
prices at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to conditional tenders. No proration
was required. After giving effect to the Purchasers' purchases of Shares
pursuant to the Offer, the total number of Shares outstanding is 12,098,947.
The Company purchased 29.9 percent, and the Subsidiary purchased 70.1 percent,
respectively, of the Shares accepted for purchase from each tendering
stockholder in accordance with the terms of the Offer.
Copies of the Purchasers' press releases dated March 1, 1996, March 4, 1996
and March 7, 1996 announcing the preliminary results of the Offer, the revised
preliminary results of the Offer and the final results of the Offer,
respectively, are attached hereto as Exhibits (a)(10), (a)(11) and (a)(12),
and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Form of Press Release issued by the Purchasers on March 1, 1996.
(a)(11) Form of Press Release issued by the Purchasers on March 4, 1996.
(a)(12) Form of Press Release issued by the Purchasers on March 7, 1996.
2
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
ZERO CORPORATION
/s/ WILFORD D. GODBOLD, JR.
By:__________________________________
Wilford D. Godbold, Jr.
President and Chief Executive
Officer
ELECTRONIC SOLUTIONS
/s/ WILFORD D. GODBOLD, JR.
By:__________________________________
Wilford D. Godbold, Jr.
Chairman
Dated: March 12, 1996
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<C> <S> <C>
(a)(10) Form of Press Release issued by the Purchasers on March 1,
1996.
(a)(11) Form of Press Release issued by the Purchasers on March 4,
1996.
(a)(12) Form of Press Release issued by the Purchasers on March 7,
1996.
</TABLE>
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EXHIBIT (a)(10)
[LETTERHEAD OF ZERO CORPORATION]
FOR IMMEDIATE RELEASE NEWS RELEASE
- --------------------- CONTACT: George Daniels
Vice President/CFO
(800) 423-3868
ZERO CORPORATION ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
LOS ANGELES, CALIFORNIA, March 1, 1996 -- ZERO Corporation (NYSE/PSE:ZRO)
announced today that its Dutch Auction tender offer which commenced on February
1, 1996 expired at 12:00 midnight (New York City time) on February 29, 1996.
Pursuant to the tender offer ZERO and Electronic Solutions, a wholly owned
subsidiary of ZERO, offered to purchase for cash up to 4,000,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), of ZERO at a price not
greater than $18.00 nor less than $15.75 per share. Based on a preliminary count
by the depositary for the tender offer, approximately 5,656,700 shares of Common
Stock were tendered pursuant to the tender offer. ZERO and Electronic Solutions
expect to purchase the 4,000,000 shares of Common Stock they offered to purchase
pursuant to the tender offer, at an expected purchase price of $18.00 per share.
Since the total number of shares tendered at or below a purchase price of
$18.00 per share exceeded the number of shares that ZERO and Electronic
Solutions expect to accept for purchase, the number of shares actually purchased
from each tendering Stockholder will be prorated based on the proration method
described in the Offer to Purchase of ZERO and Electronic Solutions. The
preliminary proration factor is approximately 71 percent. The final purchase
price, exact number of shares to be purchased and the final proration factor
will be determined upon final review of the validity of all tender
documentation, which is expected to be completed in approximately one week.
Payment for shares properly tendered and accepted will be made as promptly
as practicable following the determination of the final results of the tender
offer.
On January 30, 1996, the last full New York Stock Exchange trading day
prior to ZERO's announcement of its intent to make the tender offer, the closing
price of the Common Stock was $15.25. The closing price of the Common Stock on
February 29, 1996, the last full New York Stock Exchange trading day prior to
the expiration of the tender offer, was $17.75.
The shares that ZERO and Electronic Solutions expect to purchase in the
tender offer represent approximately 25 percent of the 16,107,976 shares
outstanding immediately prior to the commencement of the tender offer. After the
purchase of the shares pursuant to the tender offer, ZERO will have
approximately 12,116,000 shares of Common Stock outstanding.
<PAGE>
PaineWebber Incorporated acted as the dealer manager for the tender offer.
ZERO Corporation primarily serves the electronics industry. ZERO is a
leading designer, manufacturer and marketer of engineered products to enclose,
cool and protect electronic equipment. ZERO also serves the air cargo industry
and produces the famous line of ZERO Halliburton(R) cases for consumers
worldwide.
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ZERO Corporation, 444 South Flower, Suite 2100,
Los Angeles, California 90071-2922
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EXHIBIT (a)(11)
[LETTERHEAD OF ZERO CORPORATION]
FOR IMMEDIATE RELEASE NEWS RELEASE
- --------------------- CONTACT: George Daniels
Vice President/CFO
(800) 423-3868
ZERO CORPORATION ANNOUNCES REVISED PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
LOS ANGELES, CALIFORNIA, March 4, 1996 -- ZERO Corporation (NYSE/PSE:ZRO)
announced revised preliminary results today for its Dutch Auction tender
offer which expired at 12:00 midnight (New York City time) on February 29,
1996. Based upon revised preliminary information from the depositary for the
tender offer, approximately 6,330,000 shares of Common Stock of ZERO were
tendered pursuant to the tender offer (including approximately 5,660,000 shares
tendered unconditionally and approximately 670,000 shares conditionally
tendered). Additionally, based on such information, ZERO expects that
approximately 4,000,000 shares of Common Stock will be purchased, at an expected
purchase price of $17.75 per share. No proration is expected.
The final purchase price, the exact number of shares to be purchased and
the proration factor (if any) will be determined upon final review of the
validity of all tender documentation. Final results of the offer are expected
within approximately one week. Payment for shares properly tendered and accepted
will be made as promptly as practicable following the determination of the final
results of the offer.
ZERO Corporation primarily serves the electronics industry. ZERO is a
leading designer, manufacturer and marketer of engineered products to enclose,
cool and protect electronic equipment. ZERO also serves the air cargo industry
and produces the famous line of ZERO Halliburton(R) cases for consumers
worldwide.
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ZERO Corporation, 444 South Flower, Suite 2100,
Los Angeles, California 90071-2922
<PAGE>
EXHIBIT (a)(12)
[LETTERHEAD OF ZERO CORPORATION]
FOR IMMEDIATE RELEASE NEWS RELEASE
- --------------------- CONTACT: George Daniels
Vice President/CFO
(800) 423-3868
ZERO CORPORATION ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
LOS ANGELES, CALIFORNIA, March 7, 1996 -- ZERO Corporation (NYSE/PSE:ZRO)
announced today the final results of its Dutch Auction tender offer
for 4,000,000 shares of its Common Stock, par value $.01 per share ("Common
Stock"). ZERO and its wholly owned subsidiary Electronic Solutions will purchase
4,019,373 shares of Common Stock at a price of $17.75 per share (the "Purchase
Price") in accordance with the terms of the tender offer, which expired at 12:00
midnight (New York City time) on February 29, 1996.
A total of 6,329,998 shares (including 5,710,409 shares tendered
unconditionally and 619,589 shares conditionally tendered) of Common Stock were
validly tendered and not withdrawn prior to the expiration of the tender offer.
The 4,019,373 shares to be purchased comprise all shares tendered
unconditionally at or below the Purchase Price. No proration will be required.
ZERO will return to stockholders all shares tendered at prices in excess of the
Purchase Price and shares that were conditionally tendered and not accepted for
purchase. ZERO anticipates that payment for shares properly tendered and
accepted will be made to the depositary, and shares tendered but not accepted
for purchase will be returned to stockholders, on March 11, 1996.
The source of the funds necessary to purchase the accepted shares will be
(i) borrowings by Electronic Solutions of $50,000,000, and (ii) available cash
and/or cash derived from the sale of short term investments of ZERO. ZERO will
contribute $21,343,871 and Electronic Solutions will contribute $50,000,000
toward the total amount of funds required to purchase the accepted shares and,
accordingly, ZERO will purchase approximately 30 percent, and Electronic
Solutions will purchase approximately 70 percent, respectively, of the shares of
Common Stock accepted for purchase from each tendering stockholder in accordance
with the terms of the tender offer.
On January 30, 1996, the last full New York Stock Exchange trading day
prior to ZERO's announcement of its intent to make the tender offer, the closing
price of the Common Stock was $15.25. The closing price of the Common Stock on
February 29, 1996, the last full New York Stock Exchange trading day prior to
the expiration of the tender offer, was $17.75.
<PAGE>
The shares to be purchased in the tender offer represent approximately
25 percent of the 16,107,976 shares outstanding immediately prior to the
commencement of the tender offer. After the purchase of the shares pursuant to
the offer, ZERO will have approximately 12,099,000 shares of Common Stock
outstanding.
PaineWebber Incorporated acted as the dealer manager for the tender offer.
ZERO Corporation primarily serves the electronics industry. ZERO is a
leading designer, manufacturer and marketer of engineered products to enclose,
cool and protect electronic equipment. ZERO also serves the air cargo industry
and produces the famous line of ZERO Halliburton cases for consumers worldwide.
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