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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 -- FINAL AMENDMENT)
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ZING TECHNOLOGIES, INC.
(Name of Subject Company (issuer))
IRC ACQUISITION CORPORATION (OFFEROR)
INTERNATIONAL RECTIFIER CORPORATION
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
989601109
(CUSIP Number of Class of Securities)
L. MICHAEL RUSSELL, ESQ.
INTERNATIONAL RECTIFIER CORPORATION
233 KANSAS STREET
EL SEGUNDO, CA 90245
(310) 726-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of filing persons)
COPY TO:
Kendall Bishop, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
(310) 553-6700
March 7, 2000
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/ / 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:
<TABLE>
<C> <S>
/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.
</TABLE>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
TO filed with the Securities and Exchange Commission on February 7, 2000 (the
"Schedule TO") by International Rectifier Corporation, a Delaware corporation
("Parent"), and IRC Acquisition Corporation, a New York corporation (the
"Purchaser") and a direct, wholly-owned subsidiary of Parent. The Schedule TO
relates to the offer to purchase all of the outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Zing Technologies, Inc, a New York
corporation (the "Company"), at a purchase price of $15.36 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated February 7, 2000 and in the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in the Offer to
Purchase or in the Schedule TO.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 8 is amended and supplemented by the addition of the
following:
The Offer expired at 12:00 midnight, New York City time, on Monday,
March 6, 2000. Based on information provided by the Depositary, a total of
approximately 2,309,927 Shares (approximately 96% of the issued and outstanding
Shares) were validly tendered and not properly withdrawn pursuant to the Offer,
including approximately 5,308 Shares tendered pursuant to the procedures for
guaranteed delivery. The Purchaser has accepted for payment such tendered and
not withdrawn Shares. The Purchaser will fund the applicable purchase price and
will notify the Depositary to pay promptly the purchase price of $15.36 for each
such accepted Share.
Pursuant to the Merger Agreement, the Purchaser intends to cause the Merger
to become effective as soon as practicable. In connection with the Merger, each
Share issued and outstanding immediately prior to the Effective Time (other than
Shares with respect to which dissenters' rights have been demanded and perfected
in accordance with applicable New York law and other than Shares held by Parent
or the Purchaser) will be canceled and converted automatically into the right to
receive $15.36 in cash, without interest.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is amended and supplemented by the addition of the
following:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, applicable to the purchase of Shares pursuant to the Offer has
expired.
ITEM 12. EXHIBITS.
The response to Item 12 is amended to add the following exhibit:
(a)(1)(H) Joint press release issued by Parent and the Company on March 7,
2000.
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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.
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IRC ACQUISITION CORPORATION
By: /s/ L. MICHAEL RUSSELL
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Name: L. Michael Russell
Its: Vice President
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ L. MICHAEL RUSSELL
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Name: L. Michael Russell
Its: Executive Vice President
</TABLE>
Dated: March 7, 2000
2
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
*(a)(1)(A) Offer to Purchase, dated February 7, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Form of letter from Morrow & Co., Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
*(a)(1)(E) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint press release issued by Parent and the Company on
January 28, 2000 (incorporated by reference to the Schedule
TO-C filed by the parties on January 28, 2000).
(a)(1)(H) Joint press release issued by Parent and the Company on
March 7, 2000.
*(b) Credit Agreement, dated July 1, 1999, by and among Parent,
as borrower, and the initial lenders named therein, and
Sanwa Bank California, as Syndication Agent, and Banque
National de Paris, as Sole Arranger, Administrative Agent
and Issuing Bank (incorporated by reference to the Form 8-K
filed by Parent on July 6, 1999).
*(d)(1) Agreement and Plan of Reorganization, dated January 27,
2000, by and among the Company, the Purchaser and Parent.
*(d)(2) Stock Option Agreement, dated January 27, 2000, by and among
the Company and the Purchaser.
*(d)(3) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and John F. Catrambone.
*(d)(4) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and Robert E. Schrader
IRA.
*(d)(5) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and Robert and Deborah
Schrader.
*(d)(6) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and The Robert Schrader
1998 Grantor Retained Annuity Trust.
*(d)(7) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and Robert Schrader.
*(d)(8) Shareholder Support Agreement, dated January 27, 2000, by
and between Parent, the Purchaser and John Allwein.
*(d)(9) Incentive Compensation Agreement, dated January 27, 2000, by
and between Parent and John Catrambone.
*(d)(10) Confidentiality Agreement, dated August 27, 1999, by and
between Parent and Fleet National Bank.
</TABLE>
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* Previously filed.
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FOR MORE INFORMATION: FOR IMMEDIATE RELEASE
SHELLEY WAGERS MARCH 7, 2000
310/726-8512
INTERNATIONAL RECTIFIER SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR SHARES
OF ZING TECHNOLOGIES, INC.
EL SEGUNDO, CA, March 7, 2000 -- International Rectifier Corporation
(NYSE:IRF) and Zing Technologies, Inc. (Nasdaq:ZING) today announced
successful completion of the cash tender offer by IRC Acquisition
Corporation, a wholly-owned subsidiary of International Rectifier, for the
outstanding shares of Zing common stock, for a purchase price of $15.36
per share. The tender offer expired, as scheduled, on Monday, March 6, 2000,
with about 96% of all outstanding shares of Zing having been reported
tendered. These shares consist of approximately 2.3 million shares of Zing
being tendered (including about 5,300 shares tendered by guarantee of
delivery). IRC Acquisition has accepted for purchase all shares properly
tendered at the close of the offer. Payment for tendered shares will be made
promptly in accordance with the terms of the offer.
International Rectifier intends to merge IRC Acquisition into Zing, so that
Zing will become a direct, wholly-owned subsidiary of International
Rectifier. As a result of the merger, any remaining outstanding shares of
Zing common stock will be converted into the right to receive $15.36 in cash,
subject to any applicable appraisal rights.
International Rectifier is a leading designer, manufacturer and marketer of
power semiconductors and the leading worldwide supplier of a type of power
semiconductor called a MOSFET, a metal oxide semiconductor field effect
transistor. Power semiconductors perform a power management function by
converting electricity into a form more usable by electrical products. The
technology advancements of IR's power semiconductors increase system
efficiency, allow more compact end-products, improve features and
functionality, and extend battery life. IR's products are used in a diverse
range of end-markets, including communications, consumer electronics,
information technology, automotive, industrial and government/space. Zing's
wholly-owned subsidiary and sole operating business, Omnirel, LLC,
manufactures and sells high reliability multi-chip power semiconductors,
integrated power modules and packaged semiconductor components for the
military, industrial and high-end commercial markets.
FOR FURTHER INFORMATION:
Company contact: Shelley Wagers, 310.726.8512
Website: http://www.irf.com
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