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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
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))
PETER B. CHERRY
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
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CALCULATION OF FILING FEE: Previously Paid
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/ / 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.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / 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:
/X/ third-party tender offer subject to Rule 14d-1.
/ / 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 Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (this "Statement") filed with the SEC on June 15, 2000 by CABO
Acquisition Corp. ("Purchaser"). The Schedule TO relates to the offer by
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"), 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.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule TO and the Offer to Purchase. Except as
amended and supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Iterms 1 through 9 and Items 11 through 13 of the Schedule TO, which incorporate
by reference the information contain in the Offer to Purchase, are hereby
amended and supplemented as follows:
- Peter B. Cherry is hereby added as an offeror with respect to the Offer.
The first paragraph and the first sentence of the second paragraph of "THE
OFFER--Section 14. Conditions to the Offer" of the Offer to Purchase are
amended and supplemented in their entirety to read as the following
sentence:
"Purchaser and Peter B. Cherry believe the Offer and the Merger to be
substantially and procedurally fair to the stockholders of the Company
(other than Purchaser and the Cherry Family Members). "
- "THE OFFER--Section 7 Certain Information Concerning Purchaser" of the
Offer to Purchase is hereby amended and supplemented by deleting the clause
"to the best of its knowledge" in the third, fifth, sixth and seventh
paragraphs of the section.
- "SPECIAL FACTORS--Section 3. Opinion of Financial Advisor to the Special
Committee" is hereby amended and supplemented by adding the following
sentence at the end of the first paragraph of that section:
"The Special Committee did not retain an unaffiliated representative to act
solely on behalf of the unaffiliated stockholders of the Company for
purposes of negotiating the terms of the Rule 13e-3 transaction and/or
preparing the report concerning the fairness of the transaction."
- "SPECIAL FACTORS--Section 4. Purpose and Structure of the Offer and the
Merger; Plans for the Company" of the Offer to Purchase is hereby amended
and supplemented by adding the following paragraph immediately after the
first paragraph of the section:
"Purchaser and the Cherry Family Members decided to engage in the Offer and
the Merger at this time only after reviewing the Company's unsuccessful
attempts to increase stockholder value and concluding that it was in the
bests interest of the Company for it to become a private company. As
discussed in "SPECIAL FACTORS--Background of the Offer and the Merger;
Contacts with the Company," the Company has made several unsuccessful
attempts to increase stockholder value. Because of the historically low
trading volume and market price of the Shares, stockholders of the Company
have had little or no liquidity, and Shares have little value as an
acquisition currency or as a source of financing. The Purchaser and the
Cherry Family Members concluded that the Offer and the Merger would permit
stockholders of the Company other than the Cherry Family Members to receive
cash for their Shares at a
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premium over the historical trading price for the Shares. As a privately
held company, the Company's management would be able to eliminate
management time spent on matters related to the Company being a public
company and could better focus its efforts exclusively on the operation of
the Company's business."
- "SPECIAL FACTORS--Section 5. Position of Purchaser Regarding Fairness of
the Offer and the Merger" of the Offer to Purchase is hereby amended and
supplemented to add the following paragraphs immediately after the second
paragraph of the section:
"The Purchaser and the Cherry Family Members did not consider the Company's
net book value or liquidation value because such values were believed not
to be material indicators of the Company's value as a going concern.
Purchaser and the Peter B. Cherry believe that the Offer and the Merger are
procedurally fair because, among other things: (i) the Special Committee
consisted of independent directors; (ii) the Special Committee retained and
was advised by its own independent legal counsel who negotiated the Merger
Agreement on behalf of the Special Committee; (iii) the Special Committee
retained and was advised by its own financial advisor to assist it in
evaluating the Offer and the Merger and provide it with financial advice;
and (iv) the Offer Price and the other terms and conditions of the Merger
Agreement resulted from active arm's-length bargaining between the Special
Committee and Purchaser."
- "THE OFFER--Acceptance for Payment and Payment for Shares" of the Offer to
Purchase is hereby amended and supplemented by deleting the second sentence
of the first paragraph of that section.
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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.
CABO ACQUISITION CORP.
By: /s/ Peter B. Cherry
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Name: Peter B. Cherry
Title: President
/s/ Peter B. Cherry
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Peter B. Cherry
Dated: July 6, 2000
