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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
THE CHERRY CORPORATION
(Name of Subject Company (Issuer))
CABO ACQUISITION CORP. (OFFEROR)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
164541401
(CUSIP Number of Class of Securities)
PETER B. CHERRY
CABO ACQUISITION CORP.
3600 SUNSET AVENUE
WAUKEGAN, ILLINOIS 60087
(847) 662-9200
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing person)
WITH A COPY TO:
WILLIAM J. QUINLAN, JR.
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 372-2000
CALCULATION OF FILING FEE
Transaction Valuation: $138,315,672* Amount Of Filing Fee: $27,664
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 5,239,230 shares of common stock, par value
$1.00 per share (the "Shares"), of The Cherry Corporation, a Delaware
corporation (the "Company"), at the tender price of $26.40 of total per share
net to the seller in cash, without interest thereon. Pursuant to the Agreement
and Plan of Merger, dated as of June 5, 2000, between CABO Acquisition Corp.
("Purchaser") and the Company, the Company represented that as of May 5, 2000,
it had 10,168,066 shares outstanding. In addition, there are vested options to
purchase 526,830 shares outstanding. Purchaser already beneficially owns
5,455,666 shares which will not be tendered. Based on the foregoing, the
transaction value is equal to the product of (i) (a) 10,694,896 shares (the
number of Shares and Shares subject to vested options outstanding), minus
(b) 5,455,666 (the number of shares beneficially owned by Purchaser), multiplied
by (ii) $26.40. The amount of the filing fee, calculated in accordance with
Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of
one percent of the aggregate of the cash offered by the Purchaser.
/ / CHECK THE 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.
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Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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INTRODUCTION
This Tender Offer Statement on Schedule TO (this "Statement") relates to the
offer by CABO Acquisition Corp., a Delaware corporation ("Purchaser"), to
purchase any and all outstanding shares of common stock, par value $1.00 per
share, of The Cherry Corporation, a Delaware corporation (the "Company") not
owned by Peter B. Cherry and certain affiliates of Peter B. Cherry, at a
purchase price of $26.40 per 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 dated June 15, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are
incorporated herein by reference.
All information in the Offer to Purchase, including all schedules thereto,
and in the Letter of Transmittal is incorporated by reference in answer to all
of the items in this Statement.
ITEM 12: MATERIALS TO BE FILED AS EXHIBITS
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EXHIBIT
NUMBER TITLE
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99(a)(1)(i) Offer to Purchase, dated June 15, 2000.
99(a)(1)(ii) Letter of Transmittal.
99(a)(1)(iii) Notice of Guaranteed Delivery.
99(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
99(a)(2) Letter to stockholders from Robert B. McDermott, Chairman of
the Special Committee of the Board of Directors of the
Company.
99(a)(3) Exhibit (a)(1)(i) is incorporated herein by reference.
99(a)(4) Not applicable.
99(a)(5)(i) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.
99(a)(5)(ii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99(a)(5)(iii) Audited financial statements for the Company's 1999 and 2000
fiscal years, beginning on page F-1 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 29,
2000 (incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Commission on May 30,
2000).
99(a)(5)(iv) Joint Press Release of the Company and the Purchaser, dated
June 15, 2000.
99(b) Not applicable.
99(c)(1) Opinion of Wasserstein Perella & Co., Inc., dated June 4,
2000. (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
99(c)(2) Presentation to the Special Committee by Wasserstein Perella
& Co., Inc. dated June 1, 2000.
99(d)(1) Agreement and Plan of Merger, dated as of June 5, 2000,
between Purchaser and the Company. (included as Annex B to
the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
99(d)(2) Stockholder Agreement, dated as of June 5, 2000, among
certain stockholders of the Company and the Company
(included as Annex C to the Offer to Purchase filed herewith
as Exhibit (a)(1)(i)).
99(f) Section 262 of the Delaware General Corporation Law
(included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
99(g) Not applicable.
99(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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CABO ACQUISITION CORP.
By: /s/ PETER B. CHERRY
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Name: Peter B. Cherry
Title: President
Dated: June 15, 2000
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EXHIBIT INDEX
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EXHIBIT NUMBER TITLE
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99(a)(1)(i) Offer to Purchase, dated June 15, 2000.
99(a)(1)(ii) Letter of Transmittal.
99(a)(1)(iii) Notice of Guaranteed Delivery.
99(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
99(a)(2) Letter to stockholders from Robert B. McDermott, Chairman of
the Special Committee of the Board of Directors of the
Company.
99(a)(3) Exhibit (a)(1)(i) is incorporated herein by reference.
99(a)(4) Not applicable.
99(a)(5)(i) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.
99(a)(5)(ii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99(a)(5)(iii) Audited financial statements for the Company's 1999 and 2000
fiscal years, beginning on page F-1 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 29,
2000 (incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Commission on May 30,
2000).
99(a)(5)(iv) Joint Press Release of the Company and the Purchaser, dated
June 15, 2000.
99(b) Not applicable.
99(c)(1) Opinion of Wasserstein Perella & Co., Inc., dated June 4,
2000. (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
99(c)(2) Presentation to the Special Committee by Wasserstein Perella
& Co., Inc. dated June 1, 2000.
99(d)(1) Agreement and Plan of Merger, dated as of June 5, 2000,
between Purchaser and the Company. (included as Annex B to
the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
99(d)(2) Stockholder Agreement, dated as of June 5, 2000, among
certain stockholders of the Company and the Company
(included as Annex C to the Offer to Purchase filed herewith
as Exhibit (a)(1)(i)).
99(f) Section 262 of the Delaware General Corporation Law
(included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
99(g) Not applicable.
99(h) Not applicable.
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