SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 4
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. 4 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,
July 10, 2000 and July 12, 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
Items 1 through 9 and Items 11 through 13 of the Schedule TO are hereby amended
and supplemented as follows:
o The Offer terminated at midnight, New York City Time on July 13, 2000. As of
the expiration time, 4,817,841 Shares had been tendered and not withdrawn.
Purchaser has accepted all properly tendered and not withdrawn Shares for prompt
payment. After giving effect to the results of the tender offer, Purchaser will
own approximately 98% of the outstanding Shares.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following exhibit:
99(a)(6) Press Release issued by the Company and Purchaser dated July 14, 2000.
<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 14, 2000
