<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998.
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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. 3
----------------
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
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TRANSACTION VALUATION: $10,559,070.90AMOUNT OF FILING FEE(1): $2,111.90
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(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:
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<PAGE>
SCHEDULE 14D-1
CUSIP NO. 693437-20-4
CUSIP NO. 693437-40-2
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1 NAME OF REPORTING PERSONS ZACQ CORP.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)[_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC (FROM PARENT)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,213,795.05 COMMON SHARES (EXCLUDING OPTION AND CONVERSION RIGHTS)
398,368 PREFERRED SHARES
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7)
95% COMMON SHARES
89% PREFERRED SHARES
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10 TYPE OF REPORTING PERSON
CO
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2
<PAGE>
SCHEDULE 14D-1
CUSIP NO. 693437-20-2
CUSIP NO. 693437-40-2
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1 NAME OF REPORTING PERSONS: THE ZIEGLER COMPANIES, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (ENTITIES ONLY).
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,213,795.05 COMMON SHARES (OPTION TO PURCHASE 4,500,000 COMMON SHARES AND
NOTE WHICH IS CONVERTIBLE INTO 5,833,333 COMMON SHARES)
398,368 PREFERRED SHARES
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95% OF COMMON SHARES (99% IF OPTION FULLY EXERCISED AND NOTE FULLY
CONVERTED)
89% OF PREFERRED SHARES
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10 TYPE OF REPORTING PERSON
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3
<PAGE>
This Amendment No. 3 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.
The Parent and the Offerer accepted for payment all shares of the Company's
common stock and preferred stock which have been tendered pursuant to the Offer.
Approximately 4,213,795.05 shares of common stock (including approximately 5,530
by notice of guaranteed delivery) and 86,550 shares of preferred stock
(including approximately 1,750 by notice of guaranteed delivery) have been
tendered and not withdrawn which along with the 311,818 shares of preferred
stock held by the Parent constitute over 95% and 89% of the outstanding Company
common stock and preferred stock, respectively.
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.**
(a)(9) Letter to Shareholders (and scrip holders) of PMC International,
Inc., from The Ziegler Companies, Inc. and ZACQ Corp., dated
December 3, 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>
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*Previously Filed with Schedule 14D-1 on November 10, 1998.
**Previously Filed with Amendment No. 1 to Schedule 14D-1 on November 23, 1998.
***Previously filed with Amendment No. 2 to Schedule 14D-1 on December 3, 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/ Dennis Wallested
BY: _________________________________
Name: Dennis Wallested
Title: Secretary
The Ziegler Companies, Inc.
/s/ Dennis Wallested
BY: _________________________________
Name: Dennis Wallested
Title: Senior Vice President and
Chief Financial Officer
Dated: December 11, 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. **
(a)(9) Letter to Shareholders (and scrip holders) of PMC
International, Inc., from The Ziegler Companies, Inc. and ZACQ
Corp., dated December 3, 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>
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*Previously filed with Schedule 14D-1 on November 10, 1998.
**Previously filed with Amendment No. 1 to Schedule 14D-1 on November 23, 1998.
***Previously filed with Amendment No. 2 to Schedule 14D-1 on December 3, 1998.
8
