SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
Amendment No.2
CHICAGO RIVET & MACHINE CO.
(Name of Issuer)
CHICAGO RIVET & MACHINE CO. (Issuer)
(Name of Filing Person (identifying status as Offeror, Issuer or Other
Person))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
168088-10-2
(CUSIP Number of Class of Securities)
John C. Osterman
President
Chicago Rivet & Machine Co.
901 Frontenac Road
Naperville, Illinois
(630) 357-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
COPY TO:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$5,175,000 $1,035
____________________
* Assumes purchase of 225,000 shares of common stock, par value $1.00 per
share, at the maximum tender offer price of $23.00 per share.
(X) Check 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.
<TABLE>
<S> <C> <C>
Amount Previously Paid: $1,035 Filing Party: Chicago Rivet & Machine Co.
Form or Registration No.: Schedule TO Date Filed: March 16, 2000
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.
( ) Going-private transaction subject to Rule 13e-3. ( ) Amendment to Schedule 13D under Rule 13d-2.
</TABLE>
Check the following box if the filing is a final amendment reporting the
results of the tender offer: (X)
This Amendment No. 2 to Tender Offer Statement on Schedule TO relates
to the offer by Chicago Rivet & Machine Co., an Illinois corporation, to
purchase up to 225,000 shares (or such lesser number of shares as are
properly tendered) of its Common Stock, par value $1.00 per share,
including the associated preferred stock purchase rights issued pursuant to
the Rights Agreement, dated as of November 22, 1999, between the Issuer and
First Chicago Trust Company of New York, as the Rights Agent, at a price
not in excess of $23.00 nor less than $20.00 per share, net to the seller
in cash, without interest, as specified by shareholders tendering their
shares, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 16, 2000 and in the related Letter of Transmittal,
which, as amended or supplemented from time to time, together constitute
the offer. This Amendment No. 2 to Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act
of 1934, as amended. Copies of the Offer to Purchase and the related
Letter of Transmittal were previously filed on Schedule TO as Exhibit
(a)(1)(A) and (a)(1)(B), respectively.
Item 4. Terms of the Transaction.
Item 4 of Schedule TO is hereby amended and supplemented by adding the
following language:
The tender offer expired at 5:00 p.m., New York City time, on April
14, 2000. Chicago Rivet accepted for payment a total of 159,564 shares
at a purchase price of $23.00 per share. As of March 15, 2000, Chicago
Rivet had issued and outstanding 1,138,096 shares. After completion of the
tender offer, Chicago Rivet has 978,532 shares of common stock outstanding.
Item 11. Additional Information.
Item 11 of Schedule TO is hereby amended and supplemented by adding
the following language:
On April 14, 2000, Chicago Rivet issued a press release announcing
the preliminary results of the tender offer, a copy of which is filed as
Exhibit (a)(5)(C) to this Amendment No. 2 to Schedule TO and is
incorporated herein by reference. On April 21, 2000, Chicago Rivet issued
a press release announcing the final results of the tender offer, a copy of
which is filed as Exhibit (a)(5)(D) to this Amendment No. 2 to Schedule TO
and is incorporated herein by reference.
ITEM 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented by adding
Exhibit (a)(5)(C) and Exhibit (a)(5)(D).
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offer to Purchase, dated March 16, 2000*
(a)(1)(B) Letter of Transmittal*
(a)(1)(C) Notice of Guaranteed Delivery*
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies
and other nominees, dated March 16, 2000*
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees, dated March 16,
2000*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9*
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 16, 2000*
(a)(5)(B) Letter to shareholders from the Chairman of the Board of the
Issuer, dated March 16, 2000*
(a)(5)(C) Press Release, dated April 14, 2000
(a)(5)(D) Press Release, dated April 21, 2000
(b) Bank of America, N.A. Commitment Letter, dated March 14, 2000*
(d) Not applicable
(g) Not applicable
(h) Not applicable
____________________________________
* Filed on Schedule TO
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.
CHICAGO RIVET & MACHINE CO.
By: /s/ John C. Osterman
---------------------------
Name: John C. Osterman
Title: President
Date: April 21, 2000
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offer to Purchase, dated March 16, 2000*
(a)(1)(B) Letter of Transmittal*
(a)(1)(C) Notice of Guaranteed Delivery*
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies
and other nominees, dated March 16, 2000*
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees, dated March 16,
2000*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9*
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated March 16, 2000*
(a)(5)(B) Letter to shareholders from the Chairman of the Board of the
Issuer, dated March 16, 2000*
(a)(5)(C) Press Release, dated April 14, 2000
(a)(5)(D) Press Release, dated April 21, 2000
(b) Bank of America, N.A. Commitment Letter, dated March 14, 2000*
(d) Not applicable
(g) Not applicable
(h) Not applicable
____________________________________
* Filed on Schedule TO
Exhibit (a)(5)(C)
For Immediate Release
April 14, 2000
Contact: John C. Osterman
President
Chicago Rivet & Machine Co.
(630) 357-8500
CHICAGO RIVET & MACHINE CO. ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
NAPERVILLE, IL (April 14, 2000) - Chicago Rivet & Machine Co.
(AMEX:CVR) today announced the preliminary results of its Dutch Auction
tender offer which expired today, April 14, 2000 at 5:00 P.M., New York
City time. Chicago Rivet commenced the tender offer to purchase up to
225,000 shares of its common stock at a price between $20.00 and $23.00 per
share net to the seller in cash, without interest, on March 16, 2000.
Based on a preliminary count by the depositary for the tender
offer, approximately 160,120 shares of common stock (including
approximately 3,656 shares subject to guarantees of delivery), representing
approximately 14.1% of outstanding shares, were properly tendered and not
properly withdrawn at prices at or below $23.00 per share. Pursuant to
applicable securities laws, Chicago Rivet has accepted for payment all
approximately 160,120 shares at a purchase price of $23.00 per share.
The determination of the number of shares accepted for payment
is subject to final confirmation of the proper delivery of the shares
tendered and not properly withdrawn, including shares tendered pursuant to
the guaranteed delivery procedure. Payment for the shares accepted for
purchase, and return of all other shares tendered but not accepted for
payment, will occur as promptly as practicable. After completion of the
tender offer, Chicago Rivet will have approximately 977,976 shares of
common stock outstanding.
The dealer manager for the tender offer was BMO Nesbitt Burns
Corp.
Chicago Rivet & Machine Co. operates in two segments of the
fastener industry: fasteners and assembly equipment. The fastener segment
consists of the manufacture and sale of rivets, cold-headed fasteners and
parts and screw machine products. The assembly equipment segment consists
primarily of the manufacture of automatic rivet setting machines, automatic
assembly equipment, parts and tools for such machines, and the leasing of
automatic rivet setting machines.
Exhibit (a)(5)(D)
For Immediate Release
April 21, 2000
Contact: John C. Osterman
President
Chicago Rivet & Machine Co.
(630) 357-8500
CHICAGO RIVET & MACHINE CO. ANNOUNCES FINAL RESULTS OF
DUTCH AUCTION TENDER OFFER
NAPERVILLE, IL (April 21, 2000) - Chicago Rivet & Machine Co.
(AMEX:CVR) today announced the final results of its Dutch Auction tender
offer which expired April 14, 2000 at 5:00 P.M., New York City time.
Chicago Rivet commenced the tender offer to purchase up to 225,000 shares
of its common stock at a price between $20.00 and $23.00 per share net to
the seller in cash, without interest, on March 16, 2000.
Based on the final count by the depositary for the tender offer,
Chicago Rivet accepted for payment under applicable securities laws 159,564
shares of common stock, representing approximately 14.0% of outstanding
shares, at a purchase price of $23.00 per share. Payment for the shares
accepted for purchase, and return of all other shares tendered but not
accepted for payment, will occur promptly by the depositary. As a result of
completing the tender offer, Chicago Rivet has approximately 978,532
shares of common stock outstanding.
The dealer manager for the tender offer was BMO Nesbitt Burns Corp.
Chicago Rivet & Machine Co. operates in two segments of the
fastener industry: fasteners and assembly equipment. The fastener segment
consists of the manufacture and sale of rivets, cold-headed fasteners and
parts and screw machine products. The assembly equipment segment consists
primarily of the manufacture of automatic rivet setting machines, automatic
assembly equipment, parts and tools for such machines, and the leasing of
automatic rivet setting machines.
