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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. 2)
PSC Inc.
(Name of Subject Company)
Mohawk Acquisition Corp.
Mohawk Corp.
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common Stock, Par Value $0.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
Series A Convertible Preferred Stock, Par Value $0.01 Per Share
Warrants to Purchase Common Stock
(Title of Class of Securities)
69361E107 (Common Stock)
(CUSIP Number of Class of Securities)
Joseph M. Hennigan
Mohawk Acquisition Corp.
Mohawk Corp.
4341 State Street, P.O. Box 220
Skaneateles Falls, New York 13153-0220
(315) 685-2949
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
Spencer D. Klein, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
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<S> <C>
Transaction Valuation* Amount of Filing Fee**
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$118,339,092.50 $23,667.82
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by adding (i) the product of $8.45, the per share Common Stock
tender offer price, multiplied by 16,222,970, the sum of the 12,034,866
currently outstanding shares of Common Stock sought in the Offer, the
3,033,104 shares of Common Stock issuable pursuant to outstanding stock
options and 1,155,000 shares of Common Stock issuable upon exercise of
outstanding warrants and (ii) the product of $105.625, the per share
Preferred Stock tender offer price, multiplied by 110,000, the total number
of outstanding shares of Preferred Stock, and subtracting $30,363,754.00,
(which equals 4,188,104 multiplied by $7.25, the average exercise price of
the outstanding options and warrants).
** Calculated as 1/50 of 1% of the transaction value.
[X]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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<S> <C>
Amount Previously Paid: $23,667.82 Filing Party: Mohawk Corp.
Mohawk Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: June 19, 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 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. 2 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO, as previously amended and supplemented,
originally filed with the Securities and Exchange Commission on June 19, 2000
(as previously amended and supplemented, the "Schedule TO"), by Mohawk Corp., a
Delaware corporation ("Parent"), and Mohawk Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of Parent. The Schedule
TO relates to the offer by Purchaser to purchase (i) all outstanding shares of
common stock, par value $0.01 per share ("Common Stock"), of PSC Inc., a New
York corporation ("PSC"), including the associated preferred share purchase
rights issued pursuant to the Rights Agreement, dated as of December 30, 1997,
as amended, between PSC and ChaseMellon Shareholder Services, L.L.C., as rights
agent, at a purchase price of $8.45 per share of Common Stock, (ii) all
outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per
share ("Preferred Stock"), of PSC at a purchase price of $105.625 per share and
(iii) the warrant, exercisable prior to July 12, 2006, representing rights to
purchase an aggregate of 180,000 shares of Common Stock, at a purchase price of
$0.45 for each underlying share of Common Stock represented by the warrant, and
the warrants exercisable prior to July 12, 2006, representing rights to
purchase an aggregate of 975,000 shares of Common Stock, at a purchase price of
$3.20 for each underlying share of Common Stock represented by each warrant
(collectively, "Warrants"), in each case net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
June 19, 2000 (the "Offer to Purchase") and in the related Letters of
Transmittal for Common Stock, Preferred Stock and Warrants, as applicable,
copies of which are filed as Exhibits (a)(1) and (a)(2) through (a)(4),
respectively, to the Schedule TO (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). 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 7. Source and Amount of Funds or Other Consideration.
The next to last paragraph under Section 10 of the Offer to Purchase
("Financing of the Offer and the Merger") is hereby amended by adding to the
beginning of such paragraph the following sentences: "Although the Financing
Condition will be satisfied only when Purchaser has received sufficient
financing to enable it to purchase the Securities and to pay the fees and
expenses of the Offer and the Merger and not solely upon the receipt of the
commitment letter described above in this Section 10, Purchaser reserves the
right to waive the Financing Condition at any time. If the Financing Condition
is waived by Purchaser, the Offer will be extended as necessary to comply with
Rules 14d-1(c), 14d-6(d) and 14e-1 under the Exchange Act. See Section 1".
Item 11. Additional Information.
The last paragraph under Section 13 of the Offer to Purchase ("Certain
Conditions of the Offer") is hereby amended by adding to the end of such
paragraph the following sentences: "Notwithstanding the foregoing provisions of
the Merger Agreement, the waiver by Parent and Purchaser of any of the
conditions described in this Section 13 and the determination by Purchaser that
the existence of any such conditions makes it inadvisable for Purchaser to
proceed with the acceptance for payment of Securities shall, in each case, be
based on the reasonable discretion or reasonable judgment of Parent and/or
Purchaser, as the case may be. All of the conditions to the Offer described in
this Section 13, other than those conditions that are dependent upon the
receipt of necessary governmental approval, must be satisfied or waived by
Parent and Purchaser prior to the expiration of the Offer."
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EXHIBIT INDEX
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Exhibit
No.
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*(a)(1) Offer to Purchase dated June 19, 2000.
*(a)(2) Form of Letter of Transmittal for Common Stock
*(a)(3) Form of Letter of Transmittal for Series A Convertible Common Stock.
*(a)(4) Form of Letter of Transmittal for Warrants to Purchase Common Stock.
*(a)(5) Form of Notice of Guaranteed Delivery for Common Stock.
*(a)(6) Form of Notice of Guaranteed Delivery for Series A Convertible
Preferred Stock.
*(a)(7) Form of Notice of Guaranteed Delivery for Warrants to Purchase Common
Stock.
*(a)(8) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(9) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
*(a)(10) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(11) Summary Advertisement as published in The Wall Street Journal on June
19, 2000.
*(a)(12) Press Release issued by PSC on June 6, 2000.
*(a)(13) Press Release issued by Parent and Purchaser on June 19, 2000.
*(a)(14) Press Release issued by Parent on June 21, 2000.
*(b)(1) Commitment Letter, dated as of June 9, 2000 of The Chase Manhattan
Bank and
Chase Securities Inc.
*(d)(1) Agreement and Plan of Merger, dated as of June 5, 2000, among Parent,
Purchaser and PSC.
*(d)(2) Stockholders Agreement, dated as of June 5, 2000 among Parent,
Purchaser and certain shareholders of PSC.
(g) None.
(h) None.
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* Previously filed
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After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 6, 2000
Mohawk Acquisition Corp.
/s/ Joseph M. Hennigan
By: _________________________________
Name:Joseph M. Hennigan
Title:Vice President & Treasurer
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 6, 2000
Mohawk Corp.
/s/ Joseph M. Hennigan
By: _________________________________
Name:Joseph M. Hennigan
Title:Vice President & Treasurer
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