<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. 2)*
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 number 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
<TABLE>
<S> <C>
Transaction Valuation Amount of Filing Fee
$9,144,000 $1,828.80
</TABLE>
[ X ] 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:$1,620.00
Form or Registration No.: Schedule TO: File No. 005-33401
Filing Party: K-Tron International, Inc.
Date Filed: February 16, 2000
[ ] 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: [ X ]
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This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to
an offer by K-Tron International, Inc., a New Jersey corporation (the "Issuer"),
to purchase up to 450,000 shares of its common stock (the "Shares") at a price
of $18 per Share, net to the seller in cash. The Issuer's offer was made upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
February 16, 2000, the related Letter of Transmittal and certain other relevant
documents (together, the "Offer").
Item 4. Terms of the Transaction.
Item 4 is hereby supplemented and amended by adding the following:
The Offer expired at 5:00 P.M., New York City time, on March 17, 2000.
The Issuer accepted a total of 508,000 shares at a purchase price of $18.00 per
share. The Issuer increased the Offer, as permitted by Rule 13e-4(f)(ii) of the
Securities Exchange Act, to accept 58,000 additional Shares for purchase from
shareholders who tendered in the Offer. The final proration factor for the Offer
was 34.19251%. As of February 11, 2000, the Issuer had 2,927,155 Shares
outstanding. Following the purchase of Shares in the Offer, the Issuer has
2,420,155 Shares outstanding.
Item 11. Additional Information.
Item 11 of Schedule TO is hereby supplemented by adding the following:
On March 20, 2000, the Issuer issued a news release announcing the
preliminary results of the Offer, a copy of which is filed as Exhibit (a)(5)(ii)
hereto and is incorporated herein by reference. On March 23, 2000, the Issuer
issued a news release announcing the final results of the Offer, a copy of which
is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and restated in its entirety as follows:
(a)(1)(i) Form of Offer to Purchase dated February 16, 2000.
(a)(1)(ii) Form of Letter of Transmittal to Accompany Shares of Common
Stock.
(a)(1)(iii) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(1)(iv) Form of Notice of Guaranteed Delivery.
(a)(1)(v) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(vii) Form of Letter to Shareholders of the Issuer dated February
16, 2000 from Edward B. Cloues, II, Chairman of the Board and
Chief Executive Officer.
(a)(5)(i) News Release dated February 14, 2000.
(a)(5)(ii) News Release dated March 20, 2000.*
(a)(5)(iii) News Release dated March 23, 2000.*
(b)(1) Note dated February 4, 2000 from K-Tron America, Inc. in favor
of The Bank of Gloucester County.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Filed herewith
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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.
K-TRON INTERNATIONAL, INC.
By: /s/ EDWARD B. CLOUES, II
Name: Edward B. Cloues, II
Title: Chairman of the Board and
Chief Executive Officer
Dated: March 23, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
(a)(1)(i) Form of Offer to Purchase dated February 16, 2000.
(a)(1)(ii) Form of Letter of Transmittal to Accompany Shares of
Common Stock.
(a)(1)(iii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(iv) Form of Notice of Guaranteed Delivery.
(a)(1)(v) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vii) Form of Letter to Shareholders of the Issuer dated February
16, 2000 from Edward B. Cloues, II, Chairman of the Board
and Chief Executive Officer.
(a)(5)(i) News Release dated February 14, 2000.
(a)(5)(ii) News Release dated March 20, 2000.*
(a)(5)(iii) News Release dated March 23, 2000.*
(b)(1) Note dated February 4, 2000 from K-Tron America, Inc. in
favor of The Bank of Gloucester County.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
</TABLE>
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* Filed herewith
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For Release: Immediately
Contact: Ronald Remick, Senior Vice President and
Chief Financial Officer
Tel: (856) 256-3311 E-mail: [email protected]
K-TRON ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
PITMAN, NEW JERSEY -- MARCH 20, 2000 -- K-Tron International, Inc. (NASDAQ -
KTII) today announced the preliminary results of its tender offer to purchase
shares of its common stock which expired at 5:00 P.M., New York City time, on
Friday, March 17, 2000.
Based on a preliminary count by American Stock Transfer & Trust Company, the
depositary for the tender offer, 1,535,587 shares of K-Tron's common stock were
validly tendered and not withdrawn prior to the expiration of the offer, 508,000
of which K-Tron expects to purchase at the offer price of $18 per share. K-Tron
has been informed by the depositary that the preliminary proration factor for
the offer was approximately 33.1 percent, but the final results of the proration
may not be available for several days. The determination of the actual proration
factor is subject to final confirmation of the proper delivery of all shares
tendered and not withdrawn, including shares tendered pursuant to the guaranteed
delivery procedure.
K-Tron commenced the tender offer for up to 450,000 shares of its common stock
on February 16, 2000. Under applicable regulations of the Securities and
Exchange Commission, K-Tron may also purchase pursuant to the tender offer an
additional amount of its common shares not to exceed 2 percent of outstanding
shares without amending or extending the offer, and it has elected to purchase
58,000 additional shares.
Payment for shares accepted in the tender offer and the return of shares not
accepted for purchase will be made by American Stock Transfer & Trust Company
promptly following its determination of the final results of the proration. Upon
completion of its purchase of shares through the tender offer, K-Tron will have
2,420,155 shares of common stock outstanding, or approximately 17.3 percent
fewer shares than were outstanding at the commencement of the offer.
The information agent for the offer was D. F. King & Co., Inc.
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.
<PAGE> 1
For Release: Immediately
Contact: Ronald Remick, Senior Vice President and
Chief Financial Officer
Tel: (856) 256-3311 E-mail: [email protected]
K-TRON ANNOUNCES FINAL RESULTS OF TENDER OFFER
PITMAN, NEW JERSEY -- MARCH 23, 2000 -- K-Tron International, Inc. (NASDAQ -
KTII) today announced the final results of its tender offer to purchase shares
of its common stock which expired at 5:00 P.M., New York City time, on Friday,
March 17, 2000.
Based on a final count by American Stock Transfer & Trust Company, the
depositary for the tender offer, 1,485,720 shares of K-Tron's common stock were
validly tendered and not withdrawn prior to the expiration of the offer, 508,000
of which K-Tron has purchased at the offer price of $18 per share. The proration
factor for the offer was 34.19251 percent, and the total purchase price was
$9,144,000. The purchase of the shares was funded by cash in the amount of
$1,194,000 and bank borrowings in the amount of $7,950,000.
K-Tron has deposited the purchase price with American Stock Transfer & Trust
Company, and that firm is in the process of making payment for shares purchased
through the tender offer and returning to shareholders those shares not
purchased. K-Tron now has 2,420,155 shares of common stock outstanding, or
approximately 17.3 percent fewer shares than were outstanding at the
commencement of the offer on February 16, 2000.
The information agent for the offer was D. F. King & Co., Inc.
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.
