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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. 1)
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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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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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. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on June 19, 2000 (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. 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 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
On June 19, 2000, Parent received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to the purchase of Securities pursuant to the Offer.
Item 12. Material to Be Filed as Exhibits.
(a)(14) Press Release issued by Parent on June 21, 2000.
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EXHIBIT INDEX
Exhibit
No.
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(a)(14) Press Release issued by Parent on June 21, 2000.
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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 21, 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 21, 2000
Mohawk Corp.
/s/ Joseph M. Hennigan
By: _________________________________
Name:Joseph M. Hennigan
Title:Vice President & Treasurer
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