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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON SCHEDULE 13d
under the Securities Exchange Act of 1934
GRADALL INDUSTRIES, INC.
(Name of Subject Company [Issuer])
JLG ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
JLG INDUSTRIES, INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(AND ASSOCIATED RIGHTS TO PURCHASE SERIES B PARTICIPATING CUMULATIVE PREFERRED
STOCK)
(Title of Class of Securities)
------------------------
38411P107
(CUSIP Number of Class Securities)
THOMAS D. SINGER
VICE PRESIDENT -- GENERAL COUNSEL
JLG INDUSTRIES, INC.
1 JLG DRIVE
MCCONNELSBURG, PA 17233
(717) 485-5161
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to:
W. ANDREW JACK, ESQ.
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20044-7566
(202) 662-6000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$206,600,340 $41,320
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* Based upon the offer to purchase all of the outstanding shares of common
stock, par value $0.001 per share, of Gradall Industries, Inc. at $20.00 cash
per share, 9,515,460 shares outstanding and 814,557 options outstanding as of
April 30, 1999.
[ ] 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.
Amount Previously paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable
(i)
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This Amendment No. 1 amends and supplements Schedule 14D-1 and
Statement on Schedule 13d, dated May 17, 1999 (the "Schedule 14D-1") of JLG
Acquisition Corp., a Delaware corporation ("Merger Subsidiary") and JLG
Industries, Inc., a Pennsylvania corporation ("Parent"), filed in connection
with the Merger Subsidiary's offer to purchase all outstanding shares of
common stock, par value $0.001 per share (together with associated rights to
purchase Series B Participating Cumulative Preferred Stock) (collectively,
the "Shares") of Gradall Industries, Inc., a Delaware corporation, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
May 17, 1999. All capitalized terms not defined herein have the meanings
given to them in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10(b) and 10(c) of the Schedule 14D-1 is hereby
amended and supplemented as follows:
On June 1, 1999, early termination of the 15-day waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") applicable to the purchase of the Shares pursuant to the Offer was
granted by the United States Federal Trade Commission. Early termination or
expiration of the waiting period under the HSR Act was a condition to the
Offer, and such condition has now been satisfied. A copy of the press
release, dated June 2, 1999 and issued by Parent disclosing this information
is attached hereto as Exhibit (a)(8).
The response to Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
In Section 7 "Certain Information Concerning the Company" of the Offer
to Purchase, the fifth paragraph of the subsection "Certain Company
Projections" is hereby amended and restated as follows:
"THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR
COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES
ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
REGARDING PROJECTIONS OR FORECASTS. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE PROJECTIONS. THE COMPANY HAS ADVISED THE MERGER
SUBSIDIARY AND THE PARENT THAT ITS INTERNAL FINANCIAL FORECASTS (UPON WHICH
THE PROJECTIONS PROVIDED TO THE PARENT WERE BASED IN PART) ARE, IN GENERAL,
PREPARED SOLELY FOR INTERNAL USE AND CAPITAL BUDGETING AND OTHER MANAGEMENT
DECISIONS, AND ARE SUBJECTIVE IN MANY RESPECTS AND THUS SUSCEPTIBLE TO
INTERPRETATIONS AND PERIODIC REVISION BASED ON ACTUAL EXPERIENCE AND BUSINESS
DEVELOPMENTS. THE PROJECTIONS ALSO REFLECT NUMEROUS ASSUMPTIONS (NOT ALL OF
WHICH WERE PROVIDED TO THE PARENT), ALL MADE BY THE MANAGEMENT OF THE
COMPANY, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC,
MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS, ALL
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OF WHICH ARE DIFFICULT TO PREDICT, MANY OF WHICH ARE BEYOND THE COMPANY'S
CONTROL AND NONE OF WHICH WERE SUBJECT TO APPROVAL BY THE PARENT OR THE MERGER
SUBSIDIARY. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS MADE IN
PREPARING THE PROJECTIONS WILL PROVE ACCURATE, AND ACTUAL RESULTS MAY BE
MATERIALLY GREATER OR LESS THAN THOSE CONTAINED IN THE PROJECTIONS. THE
INCLUSION OF THE PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT
ANY OF THE PARENT, THE MERGER SUBSIDIARY, THE COMPANY OR THEIR RESPECTIVE
AFFILIATES OR REPRESENTATIVES CONSIDERED OR CONSIDER THE PROJECTIONS TO BE A
RELIABLE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED
UPON AS SUCH. NONE OF THE PARENT, THE MERGER SUBSIDIARY, THE COMPANY OR ANY OF
THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, OR MAKES ANY
REPRESENTATION TO ANY PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY
COMPARED TO INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS TO
UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING
AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN
THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE
SHOWN TO BE IN ERROR. IT IS EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN
ACTUAL AND PROJECTED RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY HIGHER OR
LOWER THAN THOSE PROJECTED."
In Section 15 "Certain Conditions of the Offer" of the Offer to
Purchase, clause (iii) of the first paragraph is hereby amended and restated
as follows:
"(iii) at any time on or after the date of commencement of the Offer
and before the acceptance of such Shares for payment or the payment therefor
and expiration of the Offer, any of the following conditions exist or shall
occur and be continuing:"
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 11 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
(a)(8) Text of Press Release issued by Parent, dated June 2, 1999,
announcing early termination under the HSR Act.
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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.
JLG ACQUISITION CORP.
By: /s/ THOMAS D. SINGER
--------------------------------------------------------
Name: Thomas D. Singer
Title: Vice President, Secretary
JLG INDUSTRIES, INC.
By: /s/ THOMAS D. SINGER
--------------------------------------------------------
Name: Thomas D. Singer
Title: Vice President -- General Counsel, Assistant Secretary
Dated: June 2, 1999
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated May 17, 1999*
(a)(2) Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification number on
Substitute Form W-9)*
(a)(3) Notice of Guaranteed Delivery*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
(a)(6) Text of Joint Press Release issued by Parent and the
Company, dated May 11, 1999*
(a)(7) Form of summary advertisement, dated May 17, 1999*
(a)(8) Text of Press Release issued by Parent, dated June 2, 1999,
announcing early termination under the HSR Act. **
(b)(1) Commitment Letter dated May 5, 1999, to Parent from First
Union National Bank*
(c)(1) Agreement and Plan of Merger dated as of May 10, 1999, among
Gradall Industries, Inc., JLG Industries, Inc., and JLG
Acquisition Corp.*
(c)(2) Stockholders Agreement dated as of May 10, 1999, among JLG
Acquisition Corp.; JLG Industries, Inc.; Gradall Industries,
Inc. and MLGA Fund II, L.P.*
(c)(3) Stockholders Agreement dated as of May 10, 1999, among JLG
Acquisition Corp.; JLG Industries, Inc.; Gradall Industries,
Inc.; Sangwoo Ahn; Perry J. Lewis; Barry L. Phillips; Jack
D. Rutherford; David S. Williams; Joseph H. Keller, Jr.;
James C. Cahill; and Bruce A. Jonker*
(c)(4) Confidentiality Agreement dated November 3, 1997, as amended
on February 23, 1999 between Gradall Industries, Inc. and
JLG Industries, Inc.*
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* Previously filed
** Filed with this Amendment No. 1
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EXHIBIT (a)(8)
PRESS RELEASE
[JLG LOGO]
JLG INDUSTRIES, INC.
1 JLG Drive FOR IMMEDIATE RELEASE
McConnellsburg, PA 17233-9533
Telephone (717) 485-5161 CONTACT: JUAN ROWLAND
Fax (717) 485-6417 DIRECTOR, CORPORATE RELATIONS
www.jlg.com (717) 485-6605
JLG INDUSTRIES, INC. ANNOUNCES EARLY TERMINATION
OF WAITING PERIOD UNDER HART-SCOTT-RODINO ACT IN
CONNECTION WITH TENDER OFFER FOR
GRADALL INDUSTRIES
MCCONNELLSBURG, PA, JUNE 2, 1999 -- JLG Industries, Inc. (NYSE:JLG)
announced today that it has received notification of early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, applicable to the tender offer by its wholly owned subsidiary for
all of the outstanding shares of voting common stock of Gradall Industries,
Inc. (Nasdaq:GRDL).
As previously announced, pursuant to a Merger Agreement with Gradall
Industries, Inc., on May 17, 1999, JLG's wholly owned subsidiary commenced a
tender offer for all of the outstanding shares of voting common stock of Gradall
at $20.00 per share in cash. Unless extended, the offer is scheduled to expire
at midnight, New York City time, on June 15, 1999.
JLG Industries, Inc. is the world's leading manufacturer, distributor and
international marketer of mobile aerial work platforms. Sales are made
principally to distributors and rental companies, which rent and sell the
Company's products to a diverse customer base, which includes users in the
industrial, commercial, institutional and construction markets. Headquartered
in McConnellsburg, Pennsylvania, JLG has two additional manufacturing facilities
in Bedford, Pennsylvania and sales and service locations in Europe and
Australia.
For a fax copy, please call 800-758-5804, extension 470675.
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