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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SUN COAST INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
SAFFRON ACQUISITION CORP.
KERR GROUP, INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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866670201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GILBERT H. LAMPHERE
PRESIDENT
SAFFRON ACQUISITION CORP.
C/O FREMONT PARTNERS, L.P.
50 FREMONT STREET
SUITE 3700
SAN FRANCISCO, CALIFORNIA 94105
(415) 284-8500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1/13D (the "Schedule 14D-1/13D") filed with the Securities and
Exchange Commission on February 3, 1998 by Saffron Acquisition Corp. (the
"Purchaser") and Kerr Group, Inc. ("Parent"), relating to the offer by the
Purchaser to purchase all of the outstanding shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock") of Sun Coast Industries,
Inc., a Delaware corporation (the "Company") at $10.75 per Share, net to the
seller in cash upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 3, 1998 (the "Offer to Purchase"), a copy of
which is attached to the Schedule 14D-1/13D as Exhibit (a)(1), and the related
Letter of Transmittal, a copy of which is attached to the Schedule 14D-1/13D
as Exhibit (a)(2). This filing also constitutes Amendment No. 1 to the
Schedule 13D originally filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, on behalf of the Purchaser, Parent, Fremont
Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont
Investors, Inc.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item (b) The information set forth in "Section 11--Background of the Offer;
Purpose of the Offer and the Merger; The Merger Agreement and Certain Other
Agreements" is hereby amended by replacing the final paragraph appearing on
page 16 in its entirety with the following:
On November 7, 1997, Mr. Lamphere called Mr. Ireland and told him that he
was submitting a letter dated November 5, 1997 indicating Fremont Partners'
serious interest in structuring an acquisition of the Company by Parent for
$8.50 per share in cash, and outlining a proposed time schedule, but only if
this met with the approval of the Company's Board of Directors.
ITEM. 10. ADDITIONAL INFORMATION.
Items (b)-(c) The information set forth in "Section 14--Conditions of the
Offer" of the Offer to Purchase is hereby amended by replacing subparts (ii)
and (iii) with the following:
(ii) the Minimum Condition has not been satisfied prior to the Expiration
Date, or (iii) at any time on or after the date of the Merger Agreement and
prior to the Expiration Date, any of the following conditions exists:
Items (b)-(c) The information set forth in "Section 15--Certain Legal
Matters" is hereby amended by adding the following new paragraph to the end of
the subsection entitled "Antitrust" contained therein:
On February 25, 1998, the FTC granted Parent early termination of the
waiting period under the HSR Act.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following Exhibit:
(a)(10) Press Release issued by the Company, dated February 26, 1998.
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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.
Date: February 27, 1998
Saffron Acquisition Corp.
/s/ Gilbert H. Lamphere
By: _________________________________
Gilbert H. Lamphere
President
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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.
Date: February 27, 1998
Kerr Group, Inc.
/s/ Gilbert H. Lamphere
By: _________________________________
Gilbert H. Lamphere
Chairman of the Board of
Directors
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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.
Date: February 27, 1998
Fremont Partners, L.P.
By: FP Advisors, L.L.C., its general
partner
By: Fremont Group, L.L.C., its
managing member
By: Fremont Investors, Inc.,
its manager
By: /s/ R. S. Kopf
________________________
Name: R. S. Kopf
Title: Managing
Director, General
Counsel and
Secretary
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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.
Date: February 27, 1998
FP Advisors, L.L.C.
By: Fremont Group, L.L.C., its
managing member
By: Fremont Investors, Inc., its
manager
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counseland Secretary
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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.
Date: February 27, 1998
Fremont Group, L.L.C.
By: Fremont Investors, Inc., its
manager
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counsel and Secretary
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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.
Date: February 27, 1998
Fremont Investors, Inc.
By: /s/ R. S. Kopf
_________________________________
Name: R. S. Kopf
Title: Managing Director,General
Counsel and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<C> <S>
(a)(1) Offer to Purchase, dated February 3, 1998.
(a)(2) Letter of Transmittal.
(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
(a)(4) Letter to Clients.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release jointly issued by Parent and the Company, dated January
28, 1998.
(a)(8) Form of Summary Advertisement, dated February 3, 1998.
(a)(9) Fairness Opinion of Stephens Inc., dated January 27, 1998.
(a)(10) Press Release issued by the Company, dated February 26, 1998.
(c)(1) Agreement and Plan of Merger, dated as of January 28, 1998, by and
among Parent, the Purchaser and the Company.
(c)(2) Company Option Agreement, dated January 28, 1998, by and among Parent,
the Purchaser and the Company.
(c)(3) Stockholder Agreement, dated January 28, 1998, by and among Parent,
the Purchaser and James M. Hoak, Jr.
(c)(4) Guarantee, dated January 28, 1998, by and between the Company and
Fremont Partners, L.P.
(c)(5) Confidentiality Agreement, dated November 14, 1997, by and between
Fremont Partners, L.P. and the Company.
(c)(6) Confidentiality Agreement, dated January 8, 1998, by and among Fremont
Partners, L.P., Parent and the Company.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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EXHIBIT (A)(10)
PRESS RELEASE
SUN COAST INDUSTRIES, INC.
(NYSE: SN)
FOR IMMEDIATE RELEASE
SUN COAST INDUSTRIES, INC.
CLEARS ANTITRUST REVIEW
DALLAS, TEXAS, February 26, 1998 . . . Sun Coast Industries, Inc. announced
today that the Federal Trade Commission has granted early termination of the
waiting period under the Hart-Scott-Rodino Act with respect to Kerr Group
Inc.'s acquisition of Sun Coast and will not request additional information
relating to the acquisition.
Kerr will proceed with its cash tender offer of $10.75 per share for
approximately 4.1 million Sun Coast shares which is scheduled to expire at
12:00 a.m. EST on March 3, 1998. Subject to the satisfaction of the other
conditions to the tender offer, Kerr plans to accept for payment the
approximately 4.1 million Sun Coast shares being sought in the tender offer.
Kerr, headquartered in Lancaster, Pennsylvania, is a major producer of
tamper-evident and child-resistant plastic closures, and plastic vials and
bottles for the pharmaceutical, drug, food and distilled spirits industries.
Kerr was acquired by Fremont Partners in August of 1997.
Fremont Partners is a $600 million private equity fund, headquartered in San
Francisco. In addition to Kerr, Fremont maintains a significant investment in
Kinetic Concepts, Inc., a San Antonio-based company that designs, manufactures
and rents specialized therapeutic beds.
