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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
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.
[_]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: ________________________ Filing Party:___________________________________
Form or Registration No.:_______________________ Date Filed:_____________________________________
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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 Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed by
Mohawk Corp., a Delaware corporation ("Parent"), and Mohawk Acquisition Corp.,
a New York corporation ("Purchaser") and a wholly owned subsidiary of Parent.
This 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. 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 attached hereto as Exhibits (a)(1) and (a)(2) through
(a)(4), respectively (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The information set forth in the
Offer to Purchase and the related Letters of Transmittal is incorporated herein
by reference with respect to Items 1-9 and 11 of this Schedule TO. The (i)
Agreement and Plan of Merger, dated as of June 5, 2000, among Parent, Purchaser
and PSC, (ii) Stockholders Agreement, dated as of June 5, 2000 among Parent,
Purchaser and certain shareholders of PSC and (iii) Commitment Letter, dated as
of June 9, 2000 of The Chase Manhattan Bank and Chase Securities Inc., copies
of which are attached hereto as Exhibits (d)(1), (d)(2) and (b)(1),
respectively, are incorporated herein by reference with respect to Items 5 and
11 of this Schedule TO.
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<CAPTION>
Item 10. Financial Statements of Certain Bidders.
<S> <C>
Not applicable.
Item 12. Material to Be Filed as Exhibits.
(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 Preferred 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.
(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.
<CAPTION>
(g) None.
<S> <C>
(h) None.
<CAPTION>
Item 13. Information Required by Schedule 13E-3.
<S> <C>
Not applicable.
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No.
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<C> <S>
(a)(1) Offer to Purchase dated June 19, 2000.
(a)(2) Form of Letter of Transmittal for Common Stock.
Form of Letter of Transmittal for Series A Convertible Preferred
(a)(3) 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.
Form of Notice of Guaranteed Delivery for Series A Convertible
(a)(6) Preferred Stock.
Form of Notice of Guaranteed Delivery for Warrants to Purchase Common
(a)(7) Stock.
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
(a)(8) and Other Nominees.
Form of Letter from Brokers, Dealers, Commercial Banks, Trust
(a)(9) Companies and Nominees to Clients.
Form of Guidelines for Certification of Taxpayer Identification Number
(a)(10) on Substitute Form W-9.
Summary Advertisement as published in The Wall Street Journal on June
(a)(11) 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.
Commitment Letter, dated as of June 9, 2000 of The Chase Manhattan
(b)(1) Bank and Chase Securities Inc.
Agreement and Plan of Merger, dated as of June 5, 2000, among Parent,
(d)(1) Purchaser and PSC.
(d)(2) Stockholders Agreement, dated as of June 5, 2000 among Parent,
Purchaser and certain shareholders of PSC.
<CAPTION>
(g) None.
<C> <S>
(h) None.
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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: June 19, 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: June 19, 2000
Mohawk Corp.
/s/ Joseph M. Hennigan
By: _________________________________
Name:Joseph M. Hennigan
Title:Vice President & Treasurer
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