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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT
OF 1934)
(AMENDMENT NO. 1)
AM International, Inc.
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(Name of the Issuer)
AM International, Inc.
8044 Acquisition Inc.
8044 Acquisition Sub Inc.
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(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
17251
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(CUSIP Number of Class of Securities)
Steven R. Andrews
AM International, Inc.
431 Lakeview Court
Mt. Prospect, Illinois 60056
(847) 375-1700
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATION ON BEHALF OF PERSON(S) FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$35,192,178 $7,038.10
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[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.
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Amount previously paid: $7,038.10 Filing party: AM International, Inc.
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Form or registration no.: Schedule 14A Date filed: December 10, 1996
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INTRODUCTION
This amends and supplements the Rule 13e-3 Transaction Statement (as
amended, this "Statement") relating to the Merger Purchase Agreement (the
"Merger Agreement") dated October 29, 1996 among AM International, Inc., a
Delaware corporation (the "Company"), 8044 Acquisition Inc., a Delaware
corporation ("Buyer"), and 8044 Acquisition Sub Inc., a Delaware corporation
and a wholly-owned subsidiary of Buyer ("Sub"), and the proposed merger (the
"Merger") of Sub with and into the Company which will result in the Company
becoming a wholly-owned subsidiary of Buyer. The Merger and the Merger
Agreement are more fully described in the Proxy Statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Preliminary Proxy
Materials of the Company for the Special Meeting of Stockholders to be held on
____________, ___________ __, 1997 (the "Proxy Statement") filed by the Company
with the Securities and Exchange Commission on the date hereof of the
information required to be included in response to the items of this Statement.
The information set forth in the Proxy Statement, which is attached hereto as
Exhibit d(1), including all exhibits thereto, is expressly incorporated by
reference and responses to each item herein are qualified in their entirety by
the provisions of the Proxy Statement.
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CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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1. Issuer and Class of Security Subject
to the Transaction.
(a) This Statement relates to the Common
Stock, $.01 par value per share, of
AM International, Inc., a Delaware
corporation. Reference is made to
"INTRODUCTION"; "SUMMARY -- AM
International, Inc."; and "CERTAIN
INFORMATION CONCERNING THE COMPANY."
(b) "INTRODUCTION"; and "VOTING RIGHTS
AND PROXY INFORMATION."
(c) "INTRODUCTION"; and "MARKET PRICES
OF COMMON STOCK; DIVIDENDS."
(d) "DIVIDENDS; MARKET PRICES OF COMMON
STOCK."
(e) Not applicable.
(f) "SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS."
2. Identity and Background. This Statement is being filed
jointly by the Company (the issuer
of the class of securities which is
the subject of the Rule 13e-3
transaction) and by 8044
Acquisition Inc. and 8044
Acquisition Sub Inc., each of which
may be deemed an affiliate of the
Company.
(a) to (d) and (g) "INTRODUCTION"; "SUMMARY -- AM
International, Inc."; "CERTAIN
INFORMATION CONCERNING THE COMPANY";
"SUMMARY -- Buyer"; and "CERTAIN
INFORMATION CONCERNING BUYER AND
SUB."
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(e) and (f) None of the persons with respect to
whom information is provided in response to
this Item was, during the last five years,
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors)
or was, during the last five years, a party
to a civil proceeding of a judicial or
administrative body of competent jurisdiction
and as a result of such proceeding was or is
subject to a judgment, decree or final order
enjoining further violations of, or
prohibiting activities subject to, federal or
state securities laws or finding any
violation of such laws.
3. Past Contacts, Transactions
or Negotiations.
(a) (1) No applicable transactions.
(a) (2) "SPECIAL FACTORS -- Background of the
Merger"; and "--Interest of Certain Persons
in the Merger."
(b) "SPECIAL FACTORS -- Background of the
Merger"; and "--Interest of Certain Persons
in the Merger."
4. Terms of the Transaction.
(a) "INTRODUCTION"; "SPECIAL FACTORS --
Recommendation of the Board of Directors of
the Company; Reasons for the Merger"; "SOURCE
AND AMOUNT OF FUNDS"; and "THE MERGER
AGREEMENT."
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(b) "SUMMARY -- Interest of Certain Persons in
the Merger"; "SPECIAL FACTORS --
Interest of Certain Persons in the Merger."
5. Plans or Proposals of the
Issuer or Affiliate.
(a) Not applicable.
(b) Not applicable.
(c) "SPECIAL FACTORS -- Buyer's Purpose and
Reasons for the Merger; Plans Following
the Merger"; "--Interest of Certain Persons
in the Merger"; "THE MERGER AGREEMENT"; and
"CERTAIN INFORMATION CONCERNING BUYER AND
SUB."
(d) "SPECIAL FACTORS -- Buyer's Purpose and
Reasons for the Merger; Plans Following
the Merger"; and "SOURCE AND AMOUNT OF
FUNDS."
(e) "SPECIAL FACTORS -- Buyer's Purpose and
Reasons for the Merger; Plans Following
the Merger."
(f) and (g) "INTRODUCTION."
6. Source and Amounts of Funds
or Other Consideration.
(a) "SUMMARY -- Source and Amount of
Funds"; and "SOURCE AND AMOUNT OF FUNDS."
(b) "VOTING RIGHTS AND PROXY INFORMATION"; "THE
MERGER AGREEMENT -- Termination Fees
and Expenses"; and "EXPENSES."
(c) "SUMMARY -- Source and Amount of Funds"; and
"SOURCE AND AMOUNT OF FUNDS."
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(d) Not applicable.
7. Purpose(s), Alternatives,
Reasons and Effects.
(a) "SPECIAL FACTORS -- Background of the
Merger:' "--Recommendation of the Board
of Directors of the Company; Reasons for the
Merger"; and "--Buyer's Purpose and Reasons
for the Merger; Plans Following the Merger."
(b) "SPECIAL FACTORS -- Background of the
Merger"; "--Recommendation of the Board
of Directors of the Company; Reasons for the
Merger"; and "--Buyer's Purpose and Reasons
for the Merger; Plans Following the Merger."
(c) "SPECIAL FACTORS -- Background of the
Merger"; "--Recommendation of the Board
of Directors of the Company; Reasons for the
Merger"; and "--Buyer's Purpose and Reasons
for the Merger; Plans Following the Merger."
(d) "INTRODUCTION"; "SPECIAL FACTORS -- Background
of the Merger"; "--Recommendation of the
Board of Directors of the Company; Reasons
for the Merger"; "--Buyer's Purpose and
Reasons for the Merger; Plans Following the
Merger"; "--Opinion of the Company's
Financial Advisor"; "--Interest of Certain
Persons in the Merger"; and "--Certain
Federal Income Tax Consequences."
8. Fairness of the Transaction.
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(a) "SPECIAL FACTORS --Background of the
Merger"; "--Recommendation of the
Board of Directors of the Company;
Reasons for the Merger"; "--Opinion
of the Company's Financial Advisor";
and "--Buyer's Purpose and Reasons
for the Merger; Plans Following the
Merger."
(b) "SPECIAL FACTORS --Recommendation of
the Board of Directors of the
Company; Reasons for the Merger";
"--Opinion of the Company's Financial
Advisor"; and "--Buyer's Purpose and
Reasons for the Merger; Plans
Following the Merger."
(c) "SUMMARY -- Quorum and Vote Required";
and "VOTING RIGHTS AND PROXY
INFORMATION"
(d) No applicable representative.
(e) "SPECIAL FACTORS -- Recommendation of
the Board of Directors of the Company;
Reasons for the Merger."
(f) "SPECIAL FACTORS -- Background of the Merger."
9. Reports, Opinions, Appraisals and
Certain Negotiations.
(a) "SPECIAL FACTORS -- Background of the
Merger"; "--Recommendation of the
Board of Directors of the Company;
Reasons for the Merger"; "--Opinion of
the Company's Financial Advisor"; and
"--Certain Financial Forecasts."
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(b) "SPECIAL FACTORS -- Background of the
Merger"; "--Recommendation of the
Board of Directors of the Company;
Reasons for the Merger"; "--Opinion
of the Company's Financial Advisor";
"--Certain Financial Forecasts"; and
"--Certain Significant Financial
Considerations."
(c) "AVAILABLE INFORMATION"; "APPENDIX II."
10. Interest in Securities of the Issuer.
(a) "PRINCIPAL STOCKHOLDERS"; and
"SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS."
(b) None.
11. Contracts, Arrangements or "SPECIAL FACTORS -- Interest of
Understandings with Respect to Certain Persons in the Merger"; "THE
the Issuer's Securities. MERGER AGREEMENT -- Company Stock Options."
12. Present Intention and
Recommendation of Certain Persons
With Regard to the Transaction.
(a) "INTRODUCTION"; "SPECIAL FACTORS
--Recommendation of the Board of
Directors of the Company; Reasons
for the Merger."
(b) "CHAIRMAN'S LETTER TO STOCKHOLDERS";
"SPECIAL FACTORS --Recommendation of
the Board of Directors of the
Company; Reasons for the Merger."
13. Other Provisions of the Transaction.
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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(a) "SUMMARY -- Appraisal Rights";
and "APPRAISAL RIGHTS."
(b) None.
(c) Not applicable.
14. Financial Information.
(a)(1) "INDEX TO FINANCIAL STATEMENTS OF AM
INTERNATIONAL, INC."
(a)(2) "INDEX TO FINANCIAL STATEMENTS OF AM
INTERNATIONAL, INC."
(a)(3) "SELECTED FINANCIAL DATA."
(a)(4) "SELECTED FINANCIAL DATA."
(b) Not applicable.
15. Persons and Assets
Employed, Retained or
Utilized.
(a) "VOTING RIGHTS AND PROXY
INFORMATION"; "SPECIAL FACTORS
--Recommendation of the Board of
Directors of the Company; Reasons for
the Merger"; and "-- Interest of
Certain Persons in the Merger";
"SOURCE AND AMOUNT OF FUNDS";
"THE MERGER AGREEMENT -- Termination
Fees and Expenses"; and "EXPENSES."
(b) "VOTING RIGHTS AND PROXY INFORMATION."
16. Additional Information. See text of the Proxy Statement.
17. Material to be Filed as Exhibits.
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Schedule 13E-3 Item Caption in Proxy
Number and Caption Statement
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*(a)(1) Undertaking dated October 29, 1996
from PM Delaware Inc. and Pacholder
Associates, Inc.
*(a)(2) Commitment Letter, dated November 26,
1996, between Provident Bank
and 8044 Acquisition Inc.
(b)(1) Opinion of Bears, Stearns & Co., Inc.
(included as Appendix II to the Proxy
Statement)
*(b)(2) Materials prepared by Bear, Stearns &
Co., Inc. for the Board of Directors of AM
International, Inc. mailed prior to
the October 29, 1996 meeting.
*(b)(3) Presentation by Bear, Stearns & Co., Inc.,
to the Board of Directors of AM
International, Inc. dated October 29,
1996.
(c)(1) Merger Purchase Agreement dated
October 29, 1996 among AM
International, Inc., 8044
Acquisition Inc. and 8044 Acquisition
Sub Inc. (included as Appendix I to
the Proxy Statement).
*(c)(2) Form of Stock Option Agreement for Employees
*(c)(3) Form of Stock Option Agreement for Non-Employee
Directors
(d)(1) Revised preliminary copy of Chairman's Letter
to Stockholders, Notice of Special
Meeting of Stockholders and Proxy
Statement for the Special Meeting of
the Stockholders of AM International,
Inc. to be held on ___________, 1997
(incorporated herein by reference to the
Revised Preliminary Schedule 14A filed
concurrently herewith).
(e)(1) Section 262 of The Delaware
General Corporation Law (included as
Appendix III to the Proxy Statement).
(f)(1) See Item 17(d)(1).
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*Previously filed with Schedule 13E-3
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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.
December 23, 1996
AM INTERNATIONAL, INC.
By:/s/ Thomas D. Rooney
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Thomas D. Rooney
Vice President and
Chief Financial Officer
8044 ACQUISITION INC.
By:/s/ James P. Shanahan, Jr.
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James P. Shanahan, Jr.
Treasurer
8044 ACQUISITION SUB INC.
By:/s/ James P. Shanahan, Jr.
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James P. Shanahan, Jr.
Treasurer
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