SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement (Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
(Amendment No. 1)
GENERAL MAGNAPLATE CORPORATION
(NAME OF ISSUER)
GENERAL MAGNAPLATE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
370262206
(CUSIP NUMBER OF CLASS OF SECURITIES)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
CANDIDA C. AVERSENTI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENERAL MAGNAPLATE CORPORATION
1331 ROUTE 1
LINDEN, NEW JERSEY 07030
TELEPHONE: (908) 862-6200
FACSIMILE: (908) 862-6110
With a copy to:
ROBERT A. SCHWARTZ, ESQ.
JAMIESON, MOORE, PESKIN & SPICER
177 MADISON AVENUE
MORRISTOWN, NEW JERSEY 07960
(973) 984-1616
FACSIMILE: (973) 984-9549
October 12, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE:
TRANSACTION AMOUNT OF
VALUATION: FILING FEE:
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(X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and date of its filing.
Amount Previously Paid: $480.00
Form or Registration No.: Schedule 13E-4
Filing Party: General Magnaplate Corporation
Date Filed: October 12, 1999
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends the Issuer Tender Offer Statement on Schedule
13E-4, (the "Schedule 13E-4") previously filed with the Securities and Exchange
Commission by General Magnaplate Corporation, a New Jersey corporation (the
"Issuer"), in connection with the Issuer's offer to purchase up to 600,000
shares of its Common Stock, no par value per share, at a price not less than
$3.25 per share or more than $4.00 per share, upon the terms and subject to the
conditions of the Offer to Purchase, filed as Exhibit(a)(1) hereto, which is
incorporated herein by reference. The tender offer terminated at 5:00 p.m., New
York City time, on November 12, 1999.
Pursuant to Rule 13e-4(c)(3) and General Instruction D of Schedule 13E-4,
the Schedule 13E-4 is hereby amended and supplemented as set forth in this
Amendment No. 1.
ITEM 1. SECURITY AND ISSUER.
Sub-Item(b) of Item 1 to the Schedule 13E-4 is hereby amended and
supplemented by adding at the end of Sub-Item (b) the following:
The tender offer expired at 5:00 p.m., New York City time, on November 12,
1999. The exact number of shares of Common Stock acquired pursuant to the Offer
was 412,000, at a purchase price of $3.25 per share, for a total aggregate
purchase price of $1,339,000.00, plus the fees and expenses associated with the
tender offer. The Issuer accepted all shares tendered at the $3.25 per share
price.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith or incorporated by reference herein to
documents previously filed.
(a) (1) Form of Offer to Purchase dated October 12, 1999.*
(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(5) Form of Letter dated October 12, 1999 from Charles P. Covino,
Chairman and Candida C. Aversenti, President and Chief Executive Officer of the
Issuer, to the Stockholders of the Issuer.*
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated October 12, 1999 from Charles P. Covino,
Chairman and Candida C. Aversenti, President and Chief Executive Officer of the
Issuer.*
(7) Text of Press Release dated October 12, 1999.*
(8) Text of Press Release dated October 26, 1999.
(9) Text of Press Release dated November 15, 1999.
(10) Text of Press Release dated November 23, 1999.
(b) Not Applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Pages 4 to 9 of the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1999.*
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* Previously filed
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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.
GENERAL MAGNAPLATE CORPORATION
By: /s/ Candida C. Aversenti
------------------------
Candida C. Aversenti
President and
Chief Executive Officer
Dated: Deceber 2, 1999
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EXHIBIT INDEX
DESCRIPTION EXHIBIT
(a)(1) Form of Offer to Purchase dated October 12, 1999.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(5) Form of Letter dated October 12, 1999 from Charles P. Covino, Chairman
and Candida C. Aversenti, President and Chief Executive Officer of the
Issuer, to the Stockholders of the Issuer.*
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, dated October 12, 1999 from Charles P. Covino,
Chairman and Candida C. Aversenti, President and Chief Executive
Officer of the Issuer.*
(7) Text of Press Release dated October 12, 1999.*
(8) Text of Press Release dated October 26, 1999.
(9) Text of Press Release dated November 15, 1999.
(10) Text of Press Release dated November 23, 1999.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Pages 4 to 9 of the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999.*
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* Previously filed
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Exhibit 8
PRESS RELEASE
GENERAL MAGNAPLATE RECEIVES NOTICE THAT
IT FAILS TO MEET NASDAQ REQUIREMENTS
COMPANY CONTACT: Candida C. Aversenti
President and Chief Executive Officer
(908) 862-6200
Linden, New Jersey - October 26, 1999 - General Magnaplate Corporation (NASDAQ
"GMCC") announced today that it received a letter of notification from the
NASDAQ indicating that the Company fails to satisfy the continued listing
criteria for the NASDAQ National Market and, according to the notice, the
Company's common stock will be delisted from the NASDAQ National Market at the
opening of business on January 21, 2000, unless the Company is in compliance.
According to the notice, the Company does not satisfy the requirement that it
have at least $5,000,000 in market value of stock held by non-affiliates.
Pursuant to the Company's recently initiated self tender, the Company had
previously announced that it intended to delist its stock from the NASDAQ, and
terminate its reporting obligations under Section 12 (g) of the Securities
Exchange Act of 1934, upon termination of the tender offer, The self tender
expires on November 12, 1999. The Company currently has fewer than 300
shareholders of record, and is therefore entitled to terminate its reporting
obligations under the Exchange Act. After the Company's common stock is delisted
from the NASDAQ market, trading of the common stock will be through privately
negotiated transactions or quotations in the "pink" sheets listing published by
the National Quotation Bureau. "Pink" sheet listings are entered at the
brokerage firm's discretion and not all brokerage firms subscribe to the
listing. The Company can give no assurance that any trading market will be
maintained for the common stock, and anticipates that the common stock will be
extremely illiquid.
Ms. Candida C. Aversenti, President and Chief Executive Officer of the Company,
stated: "This notice from the NASDAQ confirms what we previously told our
shareholders, that as a small, lightly traded company, we do not continue to
meet the NASDAQ National Market listing requirements. This notice demonstrates
our Board's determination that the continued listing of the Company's stock on
the NASDAQ and its continuation of its status as reporting company under the
Exchange Act is not an efficient use of the shareholders' money."
* * * * *
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Exhibit 9
PRESS RELEASE
GENERAL MAGNAPLATE ANNOUNCES DELISTING,
TERMINATION OF REGISTRATION AND
CONCLUSION OF TENDER OFFER
COMPANY CONTACT: Candida C. Aversenti
President and Chief Executive Officer
(908) 862-6200
FOR IMMEDIATE RELEASE
Linden, New Jersey - November 15, 1999 - General Magnaplate Corporation
announced today that it has delisted its common stock from the NASDAQ National
Market effective at the close of trading on November 12, 1999. Also effective
November 12, 1999, the Company filed notice with the Securities and Exchange
Commission terminating its reporting obligations under Section 12(g) of the
Securities Act of 1934.
The Company also announced the conclusion of its tender offer at 5:00 P.M., New
York City time on November 12, 1999. In the tender offer, the Company offered to
purchase from stockholders up to 600,000 shares of the Company's common stock.
The offer was conducted as a "Dutch auction". Results of the offer will be
tabulated and finalized this week.
General Magnaplate Corporation's Chairman, Charles P. Covino, and President and
CEO, Candida C. Aversenti stated: "The delisting and termination of SEC
reporting are in the best interests of the Company and its shareholders. We are
satisfied with the results of the tender offer. We now look forward to operating
the Company more efficiently, without the burden of the administration and
financial resources associated with SEC and NASDAQ listing requirements."
J&T Consulting, L.L.C. acted as information agent and Registrar and Transfer
Company acted as depositary agent for the offer. Any questions or requests for
assistance related to the offer may be directed to the information agent at
877-995-1951.
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Exhibit 10
PRESS RELEASE
GENERAL MAGNAPLATE CORPORATION
ANNOUNCES CONCLUSION TO SELF TENDER
COMPANY CONTACT: J&T Consulting, L.L.C.
877-995-1951
Linden, New Jersey - November 23, 1999 - General Magnaplate Corporation
(formerly NASDAQ NMS ticker "GMCC") announced today the final results of its
Dutch Auction self-tender that expired Friday, November 12, 1999 at 5:00 p.m.
est. time. The Company had initiated an offer to purchase up to 600,000 shares
of its common stock at a price range of $3.25 and $4 per share.
Based upon the final count by Registrar and Transfer Company, the Company
accepted for purchase 412,000 shares of the Common stock at a price of $3.25 per
share. The Company expects the payment for the accepted shares to be distributed
by Registrar and Transfer Company during the Second week of December.
General Magnaplate was formerly traded on the NASDAQ National Market under the
symbol GMCC. The Company's common stock was delisted from the NASDAQ National
Market effective at the close of trading on November 12, 1999. The Company
terminated its reporting obligations under Section 12 (g) of the Securities Act
of 1934 on November 12, 1999.
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