<PAGE> 1
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. ___)*
K-Tron International, Inc.
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(Name of Subject Company (issuer))
K-Tron International, Inc. (issuer)
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, par value $.01 per share
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(Title of Class of Securities)
482730 10 8
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(CUSIP Number of Class of Securities)
Edward B. Cloues, II
Chairman of the Board and Chief Executive Officer
K-Tron International, Inc.
Routes 55 and 553
P.O. Box 888
Pitman, New Jersey 08071-0888
(856) 589-0500
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copies to:
Alan Singer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
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CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee*
* Pursuant to General Instruction D of Form TO, no filing fee is required.
[ ] 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: _______________ Filing Party: __________________
Form or Registration No.: ______________ Date Filed: ___________________
[X] 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.
[ ] 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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This Tender Offer Statement on Schedule TO relates to an announcement by
K-Tron International, Inc., a New Jersey corporation, of its intention to
commence a tender offer to purchase up to 450,000 shares of its Common Stock
(the "Shares") at a price of $18.00 per Share, net to the seller in cash, and is
being filed in compliance with Rule 13e-4(c)(1) under the Securities Exchange
Act of 1934, as amended.
Item 12. Exhibits.
(a)(5) News Release dated February 14, 2000.
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.
K-TRON INTERNATIONAL, INC.
By: *
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Dated: February 14, 2000
* Pursuant to General Instruction D of Form TO, no signature is required.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
(a)(5) News Release dated February 14, 2000.
</TABLE>
<PAGE> 1
[KTRON LETTERHEAD]
K-TRON INTERNATIONAL, INC.
Routes 55 & 553, PO Box 888
Pitman, NJ 08071-0888
(856) 589-0500 NEWS
FAX (856) 582-7968
www.ktron.com
E-mail: [email protected]
For Release: Immediately
Contact: Ronald Remick, Senior Vice President and Chief Financial Officer
Tel: (856) 256-3311 E-mail: [email protected]
K-TRON REPORTS RECORD EARNINGS FOR FOURTH QUARTER AND YEAR AND ANNOUNCES OFFER
TO REPURCHASE UP TO 450,000 OF ITS SHARES
PITMAN, NEW JERSEY -- FEBRUARY 14, 2000 -- K-Tron International, Inc.
(NASDAQ-KTII) today reported a 5 percent increase in fourth quarter diluted
earnings per share from $0.60 last year to $0.63 this year. Net income increased
0.9 percent from $1.89 million in last year's fourth quarter to $1.91 million
this year, while revenues declined slightly from $24.08 million to $23.74
million. The fourth quarter of 1999 was the eighteenth consecutive quarter in
which K-Tron's net income and earnings per share exceeded the comparable numbers
in the prior year period.
For fiscal 1999, the Company reported a 9.9 percent increase in diluted earnings
per share from $2.03 last year to $2.23 this year. Net income for the period
increased 2.5 percent from $6.59 million to $6.76 million, while revenues
decreased 1.4 percent from $89.14 million to $87.89 million.
Fourth quarter and twelve month earnings per share grew faster than net income
as a result of the lower number of diluted shares outstanding, primarily
reflecting repurchases of stock made by the Company in 1998 and 1999.
In reporting the above results, the Company noted that if the average foreign
currency exchange rates for the fourth quarter and full year 1999 were applied
to the same periods in 1998, its 1999 revenues would have increased 5.7 percent
for the quarter and 1.0 percent for the year, and the gains in its net income
and earnings per share would have been greater than reported. Also, the
Company's fourth quarter and full year 1999 results included special, pre-tax
charges of $710 thousand for the previously-announced Hasler restructuring
program.
Separately, the Company today also announced that it plans to commence an issuer
tender offer to purchase for cash up to 450,000 shares of its common stock,
representing approximately 15.37 percent of the Company's outstanding shares,
for $18.00 per share. This represents a 27.4 percent premium over the closing
price on Friday, February 11. The tender offer is expected to begin on
Wednesday, February 16, 2000 and to expire, unless extended, at 5:00 p.m., New
York City time, on Thursday, March 16, 2000.
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Details of the tender offer will be set forth in the Offer to Purchase, Letter
of Transmittal and other related documents to be sent to shareholders. The
Company will, subject to the terms and conditions of the offer, purchase 450,000
shares (or such lesser number of shares as are validly tendered and not
withdrawn) pursuant to the offer. Shares tendered and not purchased because of
proration will be returned at the Company's expense. The Company reserves the
right, in its sole discretion, to purchase more or less than 450,000 shares
pursuant to the offer.
Commenting on the Company's results and the tender offer, K-Tron Chairman and
Chief Executive Officer Edward B. Cloues, II said, "Net income and earnings per
share for the fourth quarter and full year 1999 were at the highest levels in
the Company's history for any quarter or year. While these results are
gratifying, our stock has been trading below seven times trailing twelve month
earnings since early October 1999 and below nine times trailing twelve month
earnings for most of the past year. Our Board of Directors believes that the
current market price of our stock does not fully reflect the value of our
business and future prospects and that a repurchase of 450,000 shares is
consistent with our goal of maximizing shareholder value. At the same time, our
offer provides those shareholders who wish to sell shares an opportunity to do
so at a significant premium over recent trading prices and without the usual
transaction costs associated with open market sales. The share repurchase will
be financed partly with cash but primarily by using a $7 million credit facility
which is already in place."
The Depositary in connection with the offer will be American Stock Transfer &
Trust Company and the Information Agent will be D. F. King & Co., Inc. The Offer
to Purchase, Letter of Transmittal and related documents are expected to be
mailed on February 16, 2000 to shareholders of record on February 11, 2000 and
will also be made available for distribution to beneficial owners of the
Company's common shares.
K-Tron International, Inc. and its subsidiaries design, produce, market and
service gravimetric and volumetric feeders, pneumatic conveying systems and
related equipment for processing bulk solids in a wide variety of manufacturing
processes. K-Tron has manufacturing facilities in the United States, Switzerland
and Canada, and its K-Tron Soder, Hasler and Hurricane brand equipment is sold
throughout the world.
(Financial Data Follows)
SHAREHOLDERS SHOULD READ THE OFFER TO PURCHASE AND THE OTHER TENDER OFFER
MATERIALS THAT THE COMPANY WILL BE SENDING BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. SHAREHOLDERS CAN OBTAIN COPIES OF THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND THE OTHER TENDER OFFER MATERIALS FREE AT THE SEC'S WEB SITE,
WWW.SEC.GOV, OR FROM THE COMPANY'S INFORMATION AGENT, D. F. KING & CO., INC. AT
(212) 269-5550.
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K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
FINANCIAL SUMMARY
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Unaudited Audited
4th Quarter(1) Year Ended(1)
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1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Revenues $ 23,742 $ 24,077 $ 87,887 $ 89,142
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Operating income $ 2,638 $ 2,518 $ 9,139 $ 9,432
Interest expense 115 192 495 714
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Income before income taxes 2,523 2,326 8,644 8,718
Income taxes 613 433 1,885 2,125
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Net income $ 1,910 $ 1,893 $ 6,759 $ 6,593
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Basic earnings per share $ .65 $ .63 $ 2.28 $ 2.10
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Diluted earnings per share $ .63 $ .60 $ 2.23 $ 2.03
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Average number of common shares
outstanding (basic) 2,951,000 3,020,000 2,962,000 3,133,000
========== ========== ========== ==========
Average number of common & common
equivalent shares outstanding (diluted) 3,015,000 3,130,000 3,026,000 3,243,000
========== ========== ========== ==========
</TABLE>
(1) Fiscal 1999 and 1998 ended January 1, 2000 and January 2, 1999,
respectively.
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