SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
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 (OFFEROR)
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: / /
<PAGE>
INTRODUCTION
This Amendment No. 2 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") and Peter B. Cherry, as amended on July 6, 2000.
The Statement relates to the offer by Purchaser and Peter B. Cherry 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:
o "SPECIAL FACTORS--Background of the Offer and the Merger; Contacts with the
Company" of the Offer to Purchase is hereby amended and supplemented by
inserting the following paragraph after the thirteenth paragraph of that
section:
"On June 6, the Chairman of the Special Committee received a letter from
the third party indicating that it would not reinstate its offer given that
the Special Committee had publicly announced the Third Party Proposal, that
the Special Committee had not accepted the Third Party Proposal, and given
the lack of substantial discussions with the Special Committee with respect
to the terms of a transaction with the third party. The Special Committee
did not enter into substantial discussions with the Third Party because
after the announcement of the Third Party Proposal, Peter Cherry reaffirmed
through a public press release that he and the other Cherry Family Members
were not interested in selling their Shares in the Company."
o "SPECIAL FACTORS--Interests of Certain Persons in the Offer and the Merger"
of the Offer to Purchase is hereby amended and supplemented by inserting
the following sentence at the end of the third paragraph of that section:
The Purchaser has decided not to permit any of the Company's executive
officers and senior managers to retain an equity interest in the Surviving
Corporation.
o "THE TENDER OFFER--Terms of the Offer" is hereby amended and supplemented
by replacing the first sentence of the third paragraph of that section in
its entirety with the following sentence:
Subject to the above and the other terms of the Merger Agreement, the
applicable rules and regulations of the Commission and applicable law,
Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time prior to its acceptance for payment of the Shares,
and subject to Purchaser's obligation under Rule 14e-1, to promptly pay the
Offer Price after the termination or withdrawal of the Offer, to waive any
Offer Condition or otherwise amend the Offer in any respect by giving oral
or written notice of such waiver or amendment to the Depositary.
<PAGE>
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
----------------------
Name: Peter B. Cherry
Title: President
/s/ Peter B. Cherry
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Peter B. Cherry
Dated: July 10, 2000
