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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. 1)
DETECTION SYSTEMS, INC.
(Name of Subject Company (Issuer))
ROBERT BOSCH GMBH
BOSCH SECURITY SYSTEMS CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.05
(Title of Class of Securities)
250644101
(CUSIP Number of Class of Securities)
DR. HEIKO CARRIE
ROBERT BOSCH GMBH
ROBERT BOSCH PLATZ 1
70839 GERLINGEN-SCHILLERHOEHE
GERMANY
TELEPHONE: 011 49 711 811 6864
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copies to:
BRIAN E. MCGUNIGLE, ESQ.
THOMAS J. DRAGO, ESQ.
COUDERT BROTHERS
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7703
TELEPHONE: (212) 626-4400
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$124,919,433.15 $24,983.89
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes that the Offerors purchase (i) the 6,729,015 shares
of common stock of Detection Systems, Inc. currently outstanding at
$18.00 per share (the "Offer Price") and (ii) pay to the holders of the
currently outstanding options to purchase 500,285 shares of common stock
of Detection Systems, Inc. the difference between the Offer Price and
$10.41, the average exercise price of all such outstanding options. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[ ] 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.
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<CAPTION>
<S> <C>
Amount Previously Paid: ...... N/A
Form or Registration No.: .... N/A
Filing Party: ................. N/A
Date Filed: ................... N/A
</TABLE>
[ ] 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:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14d-1.
[ ] 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 Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO dated December 20, 2000 (the "Schedule TO")
relating to the Offer (as defined below) by Bosch Security Systems Corporation
(the "Purchaser"), a New York corporation and wholly owned subsidiary of Robert
Bosch GmbH, a limited liability company organized under the laws of Germany
("Parent"), to purchase all outstanding shares of common stock, par value $.05
per share (the "Shares"), of Detection Systems, Inc., a New York corporation
(the "Company"), at a price of $18.00 per share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal, copies of which have been filed as
Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively (which, as they may
be amended or supplemented from time to time, together constitute the "Offer").
All capitalized terms used in this Amendment shall have the meanings
ascribed to such terms in the Schedule TO. The item numbers and responses
thereto are in accordance with the requirements of Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
On Friday, December 29, 2000, Parent and the Purchaser received notice
from the Federal Trade Commission of the early termination of the waiting period
applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). The termination of the waiting period was
one of the conditions to Parent's and the Purchaser's obligations under the
Merger Agreement to accept for payment and pay for Shares tendered pursuant to
the Offer to Purchase. On January 2, 2001, the Purchaser issued a press release
with respect to the foregoing, a copy of which is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
ITEM 12. EXHIBITS
A. The Offer to Purchase annexed as Exhibit (a)(1) of the Schedule TO is
hereby amended and supplemented as follows:
1. (a) THE COVER SHEET OF THE OFFER TO PURCHASE is hereby amended and
supplemented by adding at the end of the second full paragraph the following:
"PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, THE BOARD OF
DIRECTORS OF THE COMPANY HAS AGREED, SUBJECT TO CERTAIN
CONDITIONS, TO MAKE SUCH RECOMMENDATIONS."
(b) THE SUMMARY TERM SHEET OF THE OFFER TO PURCHASE (pages 1-5) is
hereby amended and supplemented by adding as a new paragraph following the third
bullet point response to the section entitled "What Does the Detection Systems
Board of Directors Think of the Offer?" the following:
"Pursuant to the terms of the merger agreement, the Detection
Systems board of directors has agreed, subject to certain
conditions, to make such recommendations."
(c) THE INTRODUCTION TO THE OFFER TO PURCHASE (pages 6-8) is hereby
amended and supplemented by adding as a new paragraph between the fourth and
fifth paragraphs the following:
"Pursuant to the terms of the Merger Agreement, the Company Board
has agreed, subject to certain conditions, to make such
recommendations."
2. THE SUMMARY TERM SHEET OF THE OFFER TO PURCHASE (pages 1-5) is
hereby amended and supplemented by adding at the end of the first bullet point
response to the section entitled "What are the Most Significant Conditions to
the Offer?" the following:
"The number of shares needed to satisfy the minimum condition on a
fully diluted basis is 5,578,606 shares. Robert Bosch currently
owns 197,900 shares and we have options to acquire 586,758 shares
from certain shareholders and 1,138,596 shares from Detection
Systems. Therefore, if we exercised the options, the minimum
condition would be satisfied if 3,655,352 shares were validly
tendered and not properly withdrawn prior to the expiration of the
Offer."
3. THE SUMMARY TERM SHEET OF THE OFFER TO PURCHASE (pages 1-5) is
hereby amended and supplemented by restating the third sentence of the first
paragraph under the title "Summary Term Sheet" to read in its entirety as
follows:
"Because this section is a summary, it may not contain all of the
information that is important to you."
4. (a) THE SUMMARY TERM SHEET OF THE OFFER TO PURCHASE (pages 1-5) is
hereby amended and supplemented by restating the response to the section
entitled "Until What Time May I Withdraw Previously Tendered Shares?" to read in
its entirety as follows:
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"You may withdraw shares at any time until the Offer has expired,
and, if we have not accepted your shares for payment by Saturday,
February 17, 2001, you may withdraw them at any time after that
date until we accept shares for payment. See Section 1 - "Terms of
the Offer" and Section 4 - "Withdrawal Rights"."
(b) SECTION 4 OF THE OFFER TO PURCHASE (page 14) is hereby amended and
supplemented by amending and restating the first sentence of the first paragraph
to read in its entirety as follows:
"Tenders of Shares made pursuant to the Offer are irrevocable,
except that such Shares may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by
the Purchaser pursuant to the Offer, may also be withdrawn at any
time after Saturday, February 17, 2001."
5. SECTION 2 OF THE OFFER TO PURCHASE (pages 10-11) is hereby amended and
supplemented by amending and restating the first sentence of the first paragraph
to read in its entirety as follows:
"Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will
accept for payment and will pay for Shares validly tendered prior
to the Expiration Date and not properly withdrawn pursuant to the
Offer promptly after termination of the Offer."
6. SECTION 5 OF THE OFFER TO PURCHASE (page 15) is hereby amended by
deleting from the second sentence of the first paragraph the following words:
"is for general information only and."
7. SECTION 9 OF THE OFFER TO PURCHASE (page 19) is hereby amended and
supplemented by adding the following additional language to the end of the
paragraph:
"Parent has orally agreed with the Purchaser to contribute such
funds as a capital contribution to the Purchaser. There are no
conditions to the contribution of such funds except that the
Purchaser be obligated to purchase the Shares pursuant to the Offer
at the time of the capital contribution. There are no written
agreements between Parent and the Purchaser respecting the
contribution of such funds."
8. SECTION 10 OF THE OFFER TO PURCHASE is hereby amended and supplemented
by adding at the end of the first paragraph on page 21 the following:
"The other transaction structures discussed between Parent and the
Company were: (i) possible participation by Parent, together with
members of management of the Company, in a leveraged buyout of the
Company; (ii) acquisition by Parent of a 51% interest in the
Company by a tender offer; and (iii) acquisition by Parent of a 55
to 60% interest in the Company by a tender offer, with a
"standstill" agreement of three to five years duration and a
mechanism whereby minority shareholders of the Company could "put"
their shares to Parent at a future date at a price equal to the
initial tender offer price plus an interest factor."
9. SECTION 10 OF THE OFFER TO PURCHASE is hereby amended and supplemented
by adding at the end of the first paragraph on page 22 the following:
"Parent's proposal, as set forth in its letter dated December 6,
2000, was conditioned upon a favorable recommendation of the
transaction by the
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Company Board, execution of satisfactory option agreements covering
the shares held by "senior management" of the Company, and final
negotiation of a mutually acceptable acquisition agreement. In the
December 6, 2000 letter, Parent also stated the following points,
none of which were expressed as conditions of Parent's willingness
to complete the transaction: (i) Parent understood that the
Company's bank debt was approximately $20 million, based on its
financial statements for the quarter ended September 30, 2000, and
Parent did not expect this level of bank debt to increase
significantly prior to the conclusion of any transaction; (ii)
Parent wished to discuss with the Company its willingness to grant
Parent an option to acquire, at the tender offer price, such number
of newly-issued shares as would result (if the option were
exercised) in Parent's ownership of 19.9% of the Company's
outstanding shares; and (iii) Parent understood the financial
obligations of the Company under its employment, consulting and
pension agreements with Messrs. Kostusiak and Lederer and was
prepared to cause the Company to honor such obligations, but Parent
wished to discuss new agreements with Messrs. Kostusiak and Lederer
to become effective after the completion of the transaction to
secure their services to the Company and to minimize potential tax
consequences."
10. SECTION 15 OF THE OFFER TO PURCHASE (pages 35-37) is hereby amended and
supplemented by amending and restating the first sentence of the last paragraph
to read in its entirety as follows:
"The foregoing conditions are for the sole benefit of the Parent
and the Purchaser and may be waived by Parent or the Purchaser, in
whole or in part, at any time prior to the expiration of the
Offer."
11. SECTION 17 OF THE OFFER TO PURCHASE (pages 38-39) is hereby amended and
supplemented by inserting a new paragraph prior to the penultimate sentence to
read as follows:
"Any shareholder electing to exercise appraisal rights with respect
to the Merger must deliver to the Company before the vote on the
Merger is taken, a written objection to the Merger which includes
(i) a notice of such shareholder's election to dissent, (ii) such
shareholder's name and residence address, (iii) the number of
Shares as to which such shareholder dissents, and (iv) a demand for
payment of the fair value of such shareholder's Shares if the
Merger is consummated. This written objection must be in addition
to and separate from any proxy or vote against the Merger. Any
shareholder who elects to exercise appraisal rights must not vote
in favor of the merger."
B. (a)(11) Press Release issued by the Purchaser on January 2, 2001,
announcing termination of the HSR waiting period.
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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.
ROBERT BOSCH GmbH
By: /s/ Georg Hanen
----------------------------------
Name: Georg Hanen
Title: Senior Vice President
By: /s/ Dr. Heiko Carrie
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Name: Dr. Heiko Carrie
Title: Senior Legal Counsel
BOSCH SECURITY SYSTEMS CORPORATION
By: /s/ Gary Saunders
----------------------------------
Name: Gary Saunders
Title: President
Dated: January 2, 2001
5
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Exhibit Index
Exhibit No. Exhibit Name
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(a)(11) Press Release issued by the
Purchaser on January 2, 2001,
announcing termination of the HSR
waiting period.
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BOSCH SECURITY SYSTEMS CORPORATION ANNOUNCE EARLY TERMINATION OF
HART-SCOTT-RODINO ANTITRUST WAITING PERIOD IN TENDER OFFER FOR DETECTION
SYSTEMS, INC.
BROADVIEW, Ill., Jan. 2 /PRNewswire/ , January 2, 2001 - Bosch Security Systems
announced today that the Federal Trade Commission has granted early termination
of the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act in connection with Bosch's tender offer for all outstanding
shares of common stock of Detection Systems, Inc. The notice of early
termination was received on Friday, December 29, 2000.
The tender offer for Detection Systems commenced on December 20, 2000, and is
scheduled to expire at 12:00 midnight, Eastern Standard Time, on January 19,
2001. The expiration or early termination of the waiting period under the HSR
Act was one of the conditions to closing of the tender offer. The tender offer
remains subject to the other conditions set forth in the offer to purchase.
SOURCE Bosch Security Systems Corporation
CONTACT: Becky MacDonald of Robert Bosch Corporation, 248-553-1393
