SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934)
THE CHERRY CORPORATION
(Name of Issuer)
THE CHERRY CORPORATION
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK
CLASS B COMMON STOCK
(Title of Class of Securities)
CLASS A COMMON STOCK-164541 20 3
CLASS B COMMON STOCK-164541 30 2
(CUSIP Number of Class of Securities)
DAN A. KING
VICE PRESIDENT OF FINANCE AND ADMINISTRATION
3600 SUNSET AVENUE
WAUKEGAN, IL 60087
(847) 662-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
WILLIAM J. QUINLAN, JR.
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE
CHICAGO, IL 60606
November 17, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement") dated November 17, 1998, relating to the
tender offer by The Cherry Corporation, a Delaware corporation (the "Company"),
to purchase up to 1,687,500 shares of its Class A Common Stock, $1.00 par value
per share (the "Class A Shares"), and/or 562,500 shares of its Class B Common
Stock, $1.00 par value per share (the "Class B Shares," and the Class A Shares
and the Class B Shares are collectively referred to herein as the "Shares"), at
prices, net to the seller in cash, without interest thereon, not greater than
$15.50 nor less than $13.25 per Share for each class of Shares, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
17, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which
are herein collectively referred to as the "Offer"). Copies of such documents
have been previously filed as Exhibits (a)(1) and (a)(2), respectively, to this
Statement. The Statement is hereby amended to incorporate the information
included in the exhibits referred to below.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Statement is hereby amended in the following respect:
Pursuant to the terms and conditions set forth in the Offer to Purchase and in
the accompanying Letter of Transmittal, the Offer was scheduled to expire at
5:00 p.m., New York City Time, on December 21, 1998. The Company has decided to
extend the Offer so that it will expire at 5:00 p.m., New York City Time, on
December 23, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following exhibit:
(a)(9) Press release issued by the Company dated December 17, 1998.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
Dated: December 17, 1998 THE CHERRY CORPORATION
By: /s/ Peter B. Cherry
------------------------
Name: Peter B. Cherry
Title: Chairman and President
CONTACT: Dan King, Vice President of Finance
The Cherry Corporation
(847) 360-3541
FOR IMMEDIATE RELEASE
CHERRY CORPORATION ANNOUNCES EXTENSION OF SELF-TENDER OFFER
TO DECEMBER 23, 1998
WAUKEGAN, IL. (December 17, 1998)--The Cherry Corporation
(Nasdaq--CHERA & CHERB) has decided to extend its pending "Dutch Auction"
self-tender offer to purchase up to 1,687,500 shares of its Class A Common Stock
and/or 562,500 shares of its Class B Common Stock, at a price for each class of
shares, net to the seller in cash, without interest thereon, not greater than
$15.50 nor less than $13.25 per share, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 17, 1998 and the
related Letter of Transmittal (the "Offer"). Pursuant to the terms and
conditions set forth in the Offer to Purchase and in the accompanying Letter of
Transmittal, the Offer was scheduled to expire at 5:00 p.m., New York City Time,
on December 21, 1998. The Company has decided to extend the Offer so that it
will expire at 5:00 p.m., New York City Time, on December 23, 1998.
The Cherry Corporation manufactures proprietary and custom electrical
switches, sensors, electronic keyboards and controls, and semiconductors for the
worldwide automotive, computer and consumer and commercial markets. The Company
has eight wholly owned subsidiaries in the United States, Germany, England,
France, Australia, Czech Republic, Mexico and Hong Kong. Cherry also has 50-50
joint ventures in Japan, Hirose Cherry Precision Company Limited, and in India,
TVS Cherry Private Limited, and a Japanese automotive sales and engineering
officer. Additional information is available on the Company's website at
http://www.cherrycorp.com.
