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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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EKCO GROUP, INC.
(Name of Subject Company)
EG TWO ACQUISITION CO.
CCPC ACQUISITION CORP.
AND
BORDEN, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AND
SERIES B ESOP CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
282636109
(CUSIP Number of Common Stock)
WILLIAM F. STOLL, JR., ESQ.
BORDEN, INC.
180 EAST BROAD STREET
COLUMBUS, OHIO 43215
TELEPHONE: (614) 225-4313
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
DAVID J. SORKIN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on August 11, 1999 (as amended, the "Schedule 14D-1")
relating to the offer by EG Two Acquisition Co., a Delaware corporation (the
"Purchaser"), and a subsidiary of CCPC Acquisition Corp., a Delaware corporation
(the "Parent"), and an affiliate of Borden, Inc., a New Jersey corporation
("Borden"), to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share (the "Common Stock") including the associated preferred stock
purchase rights (the "Rights") issued pursuant to the Rights Agreement dated
March 27, 1987, as amended on June 9, 1988, January 10, 1989, March 23, 1992 and
December 22, 1992 and as amended and restated as of March 21, 1997 and as
amended on August 4, 1999 (as so amended, the "Rights Agreement") between the
Company and American Stock Transfer & Trust Company, as rights agent (the
"Rights Agent"), and all of the outstanding shares of Series B ESOP Convertible
Preferred Stock, par value $0.01 per share (the "ESOP Preferred Stock", and
together with the Common Stock, the "Shares"), of EKCO Group, Inc., a Delaware
corporation (the "Company"), at a purchase price of $7.00 per Share (including,
if applicable, the associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 11, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned to them in the Schedule
14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On September 2, 1999, the Parent issued a press release announcing that the
waiting period under the HSR Act had expired. The full text of the press release
is set forth in Exhibit 11(a)(9) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 1 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release issued by the Parent on September 2, 1999.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Statement is true, complete and correct.
<TABLE>
<S> <C> <C>
BORDEN, INC.
By: /s/ WILLIAM H. CARTER
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NAME: William H. Carter
TITLE: Executive Vice President and
Chief Financial Officer
CCPC ACQUISITION CORP.
By: /s/ PHYLLIS R. YEATMAN
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NAME: Phyllis R. Yeatman
TITLE: President, Treasurer and Secretary
EG TWO ACQUISITION CO.
By: /s/ PHYLLIS R. YEATMAN
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NAME: Phyllis R. Yeatman
TITLE: Vice President and Assistant
Treasurer
</TABLE>
Date: September 2, 1999
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EXHIBIT INDEX
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EXHIBITS PAGE
NO. DESCRIPTION NO.
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11(a)(9) Press release issued by the Parent on September 2, 1999
</TABLE>
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EXHIBIT 11(A)(9)
(BW)(NY-CORNING/EKCO-GROUP) CCPC Acquisition Corp. Announces Expiration of the
Hart-Scott-Rodino Waiting Period Relating to Its Tender Offer for the Stock of
EKCO Group, Inc.
Business Editors
WILMINGTON, Del.--(BUSINESS WIRE)--Sept. 2, 1999--CCPC Acquisition Corp.
(the parent of Corning Consumer Products Company) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
connection with its pending acquisition of the EKCO Group, Inc. pursuant to a
tender offer commenced on August 11, 1999 expired at 11:59 p.m. Eastern Daylight
Savings Time on September 1, 1999.
The tender offer and withdrawal rights thereunder are currently scheduled to
expire at 12:00 Midnight, New York City time, on Wednesday September 8, 1999,
unless the tender offer is extended. The tender offer is subject to the valid
tender of more than 50% of the outstanding shares of EKCO Group, Inc. and to
certain other conditions.
Corning Consumer Products Company has been an affiliate of Borden, Inc. and
a member of the Borden Family of Companies since April 1998. Each member of the
Borden Family is privately owned by its own management and by affiliates of the
investment firm Kohlberg, Kravis, Roberts & Co.
Headquartered in Elmira, N.Y., Corning Consumer Products Company markets
housewares products under the Corningware-Registered Trademark-,
Corelle-Registered Trademark-, Revere-Registered Trademark-,
Pyrex-Registered Trademark- and Visions-Registered Trademark- brand names. The
company posted sales of $533 million in 1998, employs approximately 3,000 people
and has facilities in Asia, Australia, Latin America and the United States.
--30--slb/clv
CONTACT: Corning Consumer Products Company, Elmira
David T. Lanzillo, 607/377-8259
Anthony P. Deasey, 607/377-8005
KEYWORD: OHIO NEW YORK INTERNATIONAL ASIA PACIFIC LATIN AMERICA
INDUSTRY KEYWORD: FOODS/BEVERAGES RETAIL SUPERMARKETS
MERGERS/ACQ
