<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1998.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
----------------
PMC INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
----------------
THE ZIEGLER COMPANIES, INC.
ZACQ CORP.
(BIDDERS)
----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
PREFERRED STOCK, NO PAR VALUE PER SHARE
(TITLES OF CLASSES OF SECURITIES)
[COMMON STOCK: 693437-40-2]
[PREFERRED STOCK: 693437-20-4]
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
----------------
S. CHARLES O'MEARA, ESQ.
THE ZIEGLER COMPANIES, INC.
215 N. MAIN STREET
WEST BEND, WI 53095-3317
(414) 334-5521
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
----------------
COPY TO:
CONRAD G. GOODKIND, ESQ.
QUARLES & BRADY
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TRANSACTION VALUATION: $10,559,070.90AMOUNT OF FILING FEE(1): $2,111.90
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) The Bidders previously paid the filing fee with the Schedule 14D-1
previously filed on November 10, 1998.
[_]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: NOT APPLICABLEFILING PARTY:
FORM OF REGISTRATION NO.: DATE FILED:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO. 693437-20-4
CUSIP NO. 693437-40-2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS ZACQ CORP.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)[_]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC (FROM PARENT)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7)
0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 14D-1
CUSIP NO. 693437-20-2
CUSIP NO. 693437-40-2
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: THE ZIEGLER COMPANIES, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (ENTITIES ONLY).
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[_]
(B) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 COMMON SHARES (OPTION TO PURCHASE 4,500,000 COMMON SHARES AND NOTE WHICH
IS CONVERTIBLE INTO 5,833,333 COMMON SHARES)
0 PREFERRED SHARES (OPTION TO PURCHASE 111,818 PREFERRED SHARES AND NOTE
WHICH IS CONVERTIBLE INTO 200,000 PREFERRED SHARES)
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0% OF COMMON SHARES (65.72% IF OPTION FULLY EXERCISED AND NOTE FULLY
CONVERTED)
0% OF PREFERRED SHARES (69.30% IF OPTION FULLY EXERCISED AND NOTE FULLY
CONVERTED)
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
- -------------------------------------------------------------------------------
3
<PAGE>
This Amendment No. 1 to Schedule 14D-1 relates to a tender offer by ZACQ
Corp., a Colorado corporation (the "Offeror") and a wholly-owned subsidiary of
The Ziegler Companies, Inc., a Wisconsin corporation (the "Parent"), for all
outstanding shares (including scrip) of Common Stock, par value $.01 per share
(the "Common Shares") and all outstanding shares of Preferred Stock, no par
value per share (the "Preferred Shares") of PMC International, Inc., a
Colorado corporation (the "Company"), at a purchase price of $0.60 per Common
Share, net to the seller in cash, without interest thereon and $2.50 per
Preferred Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in Offer to Purchase, as
amended, and the related Letter of Transmittal.
By this Amendment No. 1, the Parent and the Offeror amend the terms and
conditions set forth in the Offer to Purchase (as hereafter defined) to
provide that the conditions set forth in Section 15 must be satisfied or
waived by the Parent prior to the Expiration Date (as defined in the Offer to
Purchase), in the reasonable discretion of the Parent.
In addition, by this Amendment, the Company, the Parent and the Offeror
distribute a letter to the shareholders (and scrip holders) of the Company
from the Company, the Parent and the Offeror relating to financial data for
the Company for the quarter ended September 30, 1998.
ITEM 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is PMC International, Inc., a Colorado
corporation (the "Company"). The address of the principal executive offices of
the Company is set forth in Section 8 ("Certain Information Concerning the
Company") of the Offer to Purchase, dated November 9, 1998 (the "Offer to
Purchase"), a copy of which is filed as Exhibit (a)(1) hereto.
(b) This Statement relates to a tender offer by ZACQ Corp., a Colorado
corporation (the "Offeror") and a wholly-owned subsidiary of The Ziegler
Companies, Inc., a Wisconsin corporation ("Parent"), to purchase all
outstanding shares of Common Stock, par value $.01 per share (the "Common
Shares"), and all outstanding shares of Preferred Stock, no par value per
share (the "Preferred Shares") (the Common Shares and Preferred Shares shall
together be known as the "Shares"), of the Company, at a purchase price of
$0.60 per Common Share, net to the seller in cash, and $2.50 per Preferred
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal, a
copy of which is filed as Exhibit (a)(2) hereto. The Offer to Purchase and
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer") are incorporated herein by reference.
Information concerning the number of outstanding Shares is set forth in the
Introduction of the Offer to Purchase and is incorporated herein by reference.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(g) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Parent and the Offeror") and Schedule I of the
Offer to Purchase is incorporated herein by reference. During the past five
years, neither the Offeror, Parent, nor any of the persons listed in Schedule
I of the Offer to Purchase has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining further violation of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a)-(b) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Parent and the Offeror"), Section 11 ("Background
of the Offer"), Section 12 ("Purpose of the Offer and the Merger; Plans for
the Company") and Section 13 ("The Merger Agreement") of the Offer to Purchase
is incorporated herein by reference.
4
<PAGE>
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(b) The information set forth in the Introduction and Section 10 ("Source
and Amount of Funds") of the Offer to Purchase is incorporated herein by
reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Introductory Paragraph: (a)-(e) The information set forth in the
Introduction, Section 11 ("Background of the Offer"), Section 12 ("Purpose of
the Offer and the Merger; Plans for the Company") and Section 13 ("The Merger
Agreement") of the Offer to Purchase is incorporated herein by reference.
(f)-(g) The information set forth in Section 7 ("Effect of the Offer on
Market for Common Shares, Price Quotations and Registration Under the Exchange
Act") of the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information contained in Items 7 and 9 of the cover pages hereto is
incorporated herein by reference. The information set forth in the
Introduction, Section 9 ("Certain Information Concerning the Parent and the
Offeror") and Schedule I of the Offer to Purchase also is incorporated herein
by reference.
(b) The information contained in Section 9 ("Certain Information Concerning
the Parent and the Offeror"), Section 12 ("Purpose of the Offer and the Merger;
Plans for the Company"), Section 13 ("The Merger Agreement") and Schedule I of
the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Parent and the Offeror"), Section 11 ("Background of
the Offer"), Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company"), Section 13 ("The Merger Agreement"), and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 9 ("Certain Information Concerning the
Parent and the Offeror") of the Offer to Purchase is incorporated herein by
reference.
The incorporation by reference herein of the above-referenced financial
information does not constitute an admission that such information is material
to a decision by a holder of Common Shares or Preferred Shares of the Company
whether to sell, tender or hold securities being sought in the Offer.
ITEM 10. ADDITIONAL INFORMATION
(a) The information set forth in Introduction, Section 9 ("Certain
Information Concerning the Parent and the Offeror"), Section 10 ("Source and
Amount of Funds"), Section 11 ("Background of the Offer"), and Section 13 ("The
Merger Agreement") of the Offer to Purchase is incorporated herein by
reference.
(b)-(c) The information set forth in Section 16 ("Certain Regulatory and
Legal Matters") of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in Section 7 ("Effect of the Offer on Market
for Common Shares, Price Quotations and Regulation Under the Exchange Act"),
Section 10 ("Source and Amount of Funds"), and Section 16 ("Certain Regulatory
and Legal Matters") of the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
(f) Reference is hereby made to the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), and are incorporated herein by reference in their entirety.
5
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<C> <S>
(a)(1) Offer to Purchase, dated November 9, 1998.*
(a)(2) Form of Letter of Transmittal, dated November 9, 1998.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Text of Joint Press Release, dated November 3, 1998.*
(a)(8) Letter to Shareholders (and scrip holders) of PMC International,
Inc. from PMC International, Inc., The Ziegler Companies, Inc.
and ZACQ Corp., dated November 23, 1998.
(b)(1) Not Applicable.
(c)(1) Agreement and Plan of Merger, dated as of November 3, 1998, among
The Ziegler Companies, Inc., ZACQ Corp. and PMC International,
Inc.*
(c)(2) Preferred Stock Option Agreement, dated as of October 15, 1998,
between The Ziegler Companies, Inc. and PMC International, Inc.*
(c)(3) Convertible Promissory Note, dated October 15, 1998, under which
PMC International, Inc. promises to pay $500,000.00 to the order
of The Ziegler Companies, Inc.*
(c)(4) Credit Agreement, dated November 3, 1998, between PMC
International, Inc. and The Ziegler Companies, Inc.*
(c)(5) Option for Common Stock, dated November 3, 1998, between PMC
International, Inc. and The Ziegler Companies, Inc.*
(c)(6) Guaranty, dated October 15, 1998, by PMC Investment Services,
Inc.*
(c)(7) Guaranty, dated October 15, 1998, by Portfolio Technology
Services, Inc.*
(c)(8) Guaranty, dated October 15, 1998, by Portfolio Management
Consultants, Inc.*
(c)(9) General Business Security Agreement, dated October 15, 1998, by
PMC International, Inc.*
(c)(10) General Business Security Agreement, dated October 15, 1998, by
PMC Investment Services, Inc.*
(c)(11) General Business Security Agreement, dated October 15, 1998, by
Portfolio Technology Services, Inc.*
(c)(12) General Business Security Agreement, dated October 15, 1998, by
Portfolio Management Consultants, Inc.*
(c)(13) Employment Agreement dated November 3, 1998, between Scott A.
MacKillop and PMC International, Inc.*
(c)(14) Shareholder Tender Agreements (including list of persons executing
such agreements and the number of Common Shares).*
(c)(15) First Amendment to Stock Purchase Agreement, dated November 3,
1998, among PMC International, Inc. and the former ADAM
Shareholders.*
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
</TABLE>
- --------
*Previously Filed with Schedule 14D-1 on November 10, 1998.
6
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ZACQ Corp.
/s/ S. Charles O'Meara
BY: _________________________________
Name: S. Charles O'Meara
Title: Secretary
The Ziegler Companies, Inc.
/s/ S. Charles O'Meara
BY: _________________________________
Name: S. Charles O'Meara
Title: Senior Vice President and
General Counsel
Dated: November 20, 1998
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. PAGE
------- ----
<C> <S> <C>
(a)(1) Offer to Purchase, dated November 9, 1998. *
(a)(2) Form of Letter of Transmittal, dated November 9, 1998. *
(a)(3) Form of Notice of Guaranteed Delivery. *
(a)(4) Form of Letter for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. *
(a)(5) Form of Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. *
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. *
(a)(7) Text of Joint Press Release, dated November 3, 1998. *
(a)(8) Letter to Shareholders (and scrip holders) of PMC
International, Inc., from PMC International, Inc., The
Ziegler Companies, Inc. and ZACQ Corp., dated November 23,
1998.
(b)(1) Not Applicable.
(c)(1) Agreement and Plan of Merger, dated as of November 3, 1998,
among The Ziegler Companies, Inc., ZACQ Corp. and PMC
International, Inc. *
(c)(2) Preferred Stock Option Agreement, dated as of October 15,
1998, between The Ziegler Companies, Inc. and PMC
International, Inc. *
(c)(3) Convertible Promissory Note, dated October 15, 1998, under
which PMC International, Inc. promises to pay $500,000.00 to
the order of The Ziegler Companies, Inc. *
(c)(4) Credit Agreement, dated November 3, 1998, between PMC
International, Inc. and The Ziegler Companies, Inc. *
(c)(5) Option for Common Stock, dated November 3, 1998, between PMC
International, Inc. and The Ziegler Companies, Inc. *
(c)(6) Guaranty, dated October 15, 1998, by PMC Investment Services,
Inc. *
(c)(7) Guaranty, dated October 15, 1998, by Portfolio Technology
Services, Inc. *
(c)(8) Guaranty, dated October 15, 1998, by Portfolio Management
Consultants, Inc. *
(c)(9) General Business Security Agreement, dated October 15, 1998,
by PMC International, Inc. *
(c)(10) General Business Security Agreement, dated October 15, 1998,
by PMC Investment Services, Inc. *
(c)(11) General Business Security Agreement, dated October 15, 1998,
by Portfolio Technology Services, Inc. *
(c)(12) General Business Security Agreement, dated October 15, 1998,
by Portfolio Management Consultants, Inc. *
(c)(13) Employment Agreement dated November 3, 1998, between Scott A.
MacKillop and PMC International, Inc. *
(c)(14) Shareholder Tender Agreements (including list of persons
executing such agreements and the number of Common Shares). *
(c)(15) First Amendment to Stock Purchase Agreement, dated November
3, 1998, among PMC International, Inc. and the former ADAM
Shareholders. *
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
</TABLE>
- --------
*Previously filed with Schedule 14D-1 on November 10, 1998.
8
<PAGE>
November 23, 1998
To the Holders of Common Stock (including scrip)
and Preferred Stock of PMC International, Inc.
Pursuant to the Offer to Purchase, dated November 9, 1998 (the "Offer to
Purchase"), and the Letter of Transmittal, dated November 9, 1998 (the "Letter
of Transmittal"), ZACQ Corp., a Colorado corporation (the "Offeror") and a
wholly-owned subsidiary of the Ziegler Companies, Inc., a Wisconsin
corporation (the "Parent"), is offering to purchase all outstanding shares
(including scrip) of Common Stock, par value $.01 per share (the "Common
Shares") and all outstanding shares of Preferred Stock, no par value per share
(the "Preferred Shares") (collectively, the Common Shares and the Preferred
Shares are referred to as the "Shares"), of PMC International, Inc., a
Colorado corporation, (the "Company"), at a purchase price of $0.60 per Common
Share, net to the seller in cash, without interest thereon, and $2.50 per
Preferred 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 and the
Letter of Transmittal. Shareholders of the Company should carefully consider
the following additional information contained in this supplemental letter in
deciding whether to tender their Shares. This supplemental letter (as may be
supplemented or amended), excluding the portion of this letter, as indicated
below, that supplements the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, together with the Offer to Purchase and the Letter of
Transmittal constitute the "Offer".
SEPTEMBER 30, 1998 RESULTS
Set forth below is certain summary consolidated financial data with respect
to the Company excerpted or derived from financial information contained in
the Company's quarterly report on Form 10-QSB for the quarter ended September
30, 1998. More comprehensive financial information is included in such report
filed by the Company with the Securities and Exchange Commission (the
"Commission") on November 16, 1998, and the following summary is qualified in
its entirety by reference to such report and all the financial information
(including any related notes) contained therein. The Company's quarterly
report is available for inspection and copying at the offices of the
Commission in the same manner as described in Section 8 of the Offer to
Purchase.
PMC INTERNATIONAL, INC.
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED SEPTEMBER
SEPTEMBER 30, 30,
--------------- -----------------
1998 1997 1998 1997
------- ------ -------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total revenue............................ $ 5,143 $3,204 $ 16,015 $ 9,056
Net loss................................. (8,957) (770) (11,662) (2,082)
Net loss per Common Share................ $ (1.87) $(0.21) $ (2.42) $ (0.58)
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Total Assets....................................... $ 4,817 $13,376
Total Liabilities.................................. 9,589 4,495
Shareholders' Equity............................... (4,772) 8,882
</TABLE>
During the quarter ended September 30, 1998, the Company recorded poor
operating results primarily from (1) recurring losses from ongoing operating
activities which have not been profitable, (2) restructuring charges
<PAGE>
in connection with the Company's 1998 corporate restructuring and (3) write
down of goodwill associated with the Company's acquisition of PMC Investment
Services, Inc. (formerly ADAM Investment Services, Inc.). The net loss for the
third quarter was $8,956,509. The loss included one time charges such as:
<TABLE>
<S> <C>
Write down of goodwill/capitalized costs...................... $5,900,000
Severance/employee separation costs........................... 1,000,000
Write down of receivables..................................... 350,000
Termination of Atlanta lease.................................. 100,000
----------
$7,350,000
==========
</TABLE>
A more detailed discussion of the Company's operating results for the
quarter ended September 30, 1998 is contained in the Company's report on Form
10-QSB for the quarter ended September 30, 1998, and the above summary is
qualified in its entirety by reference to such filing.
The Offer and withdrawal rights will expire at 5:00 p.m. Eastern Time, on
Thursday, December 10, 1998, unless extended. Any shareholder desiring to
tender Shares (including scrip) must tender such Shares pursuant to the
procedures set forth in Section 3 of the Offer to Purchase.
SUPPLEMENT TO THE COMPANY'S SCHEDULE 14D-9
The Company supplements the disclosures under Item 4(b) of its
Solicitation/Recommendation Statement on Schedule 14D-9 as follows:
The $2.50 per Preferred Share conversion and exercise price applicable to
the $500,000 promissory note issued by the Company to Parent on October 15,
1998 and the Preferred Stock Option Agreement dated October 15, 1998 between
the Company and Parent, respectively, is the initial liquidation preference of
the Preferred Shares that would be issued to Parent upon conversion or
exercise, as the case may be. The liquidation preference of the Company's
outstanding Preferred Shares that are the subject of the Offer is equal to
$2.50 per share plus accrued and unpaid dividends, which totalled
approximately $2.33 per Preferred Share as of September 30, 1998. Thus, the
liquidation preference of the Company's outstanding Preferred Shares as of
September 30, 1998 was approximately $4.83 per share. As of September 30,
1998, the Company did not have sufficient assets available to pay this amount
upon liquidation at its then existing book value. The Company has not paid a
dividend to holders of Preferred Shares since July 15, 1991, and does not
currently have sufficient assets available to pay any dividends.
PMC International, Inc.
ZACQ Corp.
The Ziegler Companies, Inc.
2
<PAGE>
THE DEPOSITARY FOR THE OFFER IS:
FIRSTAR BANK MILWAUKEE, N.A., F/K/A FIRSTAR TRUST COMPANY
By Mail: By Hand: By Overnight Courier:
FIRSTAR BANK MILWAUKEE, N.A.
Corporate Trust Services Corporate Trust Services Corporate Trust Services
Box 2077 1555 North River Center 1555 North River Center
Milwaukee, WI 53201 Drive Drive
Suite 301 Suite 301
Milwaukee, WI 53212 Milwaukee, WI 53212
or
c/o IBJ Schroder Bank & Trust Company
Subcellar 1
One State Street
New York, New York 10004
Facsimile for Eligible Institutions: (414) 905-5049
To confirm fax only: (414) 287-3905
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal and Notice of Guaranteed Delivery
may be directed to the Information Agent at the telephone numbers and location
listed below. Shareholders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
----------------
Wall Street Plaza
New York, New York 10005
Bankers and Brokers call collect:
(212) 440-9800
All Others Call Toll-Free:
1-800-223-2064
3
