SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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CANISCO RESOURCES, INC.
(Name of Subject Company (Issuer))
KENNY INDUSTRIAL SERVICES, L.L.C.
(Name of Filing Persons (Offeror))
CANISCO ACQUISITION, INC.
(Name of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.0025 PER SHARE
(Title of Class of Securities)
137587-10-1
(CUSIP Number Of Class Of Securities)
Michael G. Rothman
Canisco Acquisition, Inc.
414 N. Orleans, Suite 202
Chicago, Illinois 60610
Telephone: (312) 645-9000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
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WITH A COPY TO:
Timothy R.M. Bryant
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
Telephone: (312) 372-2000
CALCULATION OF FILING FEE
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Previously Paid
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[ ] 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. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] 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: [ ]
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed by Kenny Industrial Services, L.L.C., a Delaware limited
liability company ("Kenny"), and Canisco Acquisition, Inc., a Delaware
corporation (the "Merger Subsidiary"). The Schedule TO relates to the offer by
Merger Subsidiary to purchase all outstanding shares of common stock, par value
$0.0025 per share (the "Shares"), of the Company at $1.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated July 17, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and
(a)(2), respectively and which have incorporated herein by reference (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The information set forth in the Offer is incorporated herein by
reference with respect to Items 1 through 9 and 11 of this Schedule TO. Except
as amended and supplemented hereby, the Schedule TO remains in effect. All terms
used but not defined herein shall have the meanings set forth in the Offer to
Purchase.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Items 1 through 9 and Items 11 through 13 of the Schedule TO are hereby
amended and supplemented as follows:
On July 19, 2000, the Merger Agreement was amended to permit
the Operating Board of Parent to terminate the Merger Agreement until
July 21, 2000 if it discovers, solely with respect to insurance matters
and the explanation of margin improvement in 3/31/01 budgeted
financials versus 3/31/00 actual financials, any information which
would result in a breach of any of the Company's representations or
warranties contained in the Merger Agreement.
ITEM 12. EXHIBITS.
(d)(3) Amendment, dated July 19, 2000, to the Agreement and Plan of
Merger, dated as of June 28, 2000, as amended as of July 10,
2000, by and among Kenny, the Merger Subsidiary and the
Company.
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<PAGE>
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.
KENNY INDUSTRIAL SERVICES, L.L.C.
By: /s/ Michael G. Rothman
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Name: Michael G. Rothman
Title: Chief Executive Officer
CANISCO ACQUISITION, INC.
By: /s/ Michael G. Rothman
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Name: Michael G. Rothman
Title: President
Dated: July 21, 2000
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