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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CIMCO, Inc.
(Name of Subject Company)
HANWEST, INC.
M.A. HANNA COMPANY
(BIDDERS)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
171842107
(CUSIP Number of class of Securities)
John S. Pyke, Jr.
Vice President, General Counsel and Secretary
M.A. Hanna Company
Suite 36-5000
200 Public Square
Cleveland, Ohio 44114
(216) 589-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
with Copies to:
Lyle G. Ganske, Esq. Nick E. Yocca, Esq.
Jones, Day, Reavis & Pogue Stradling, Yocca, Carlson &
North Point Rauth, P.C.
901 Lakeside Avenue 660 Newport Center Drive
Cleveland, Ohio 44114 Suite 1600
(216) 586-3939 Newport Beach, CA 92660
(714) 725-4000
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission (the Commission) on
December 27, 1995 by, as amended by Amendment No. 1 to Schedule 14D-1 and
Schedule 13d as filed with the Commission on January 5, 1996 (the Original
filing, as amended, the Schedule 14d-1 and Schedule 13d),
Hanwest, Inc., a Delaware corporation (the "Purchaser"), and M.A. Hanna Company,
a Delaware corporation (the Parent), as bidders, with respect to the Purchaser's
offer to purchase all of the outstanding shares of common stock, par value $0.01
per share, including any associated Rights (collectively, the "Shares"), of
CIMCO, Inc., a Delaware corporation , at $10.50 per share net to the seller in
cash.
Except as otherwise indicated herein, the information set forth in the
Schedule 14D-1 and the Schedule 13D remains unchanged and each capitalized term
used herein and not defined shall have the meaning ascribed to such term in the
Schedule 14D-1 and the Schedule 13D.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended by adding the following
statement:
(c) The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 applicable to the purchase of the Shares pursuant to the Offer
expired on January 17, 1996.
Page 2 of 4 Pages
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SIGNATURES
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.
Dated: January 19, 1996
HANWEST, INC.
By: /s/ J.S. PYKE, Jr.
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Name: John S. Pyke, Jr.
Title: Vice President,General
Counsel and Secretary
Page 3 of 4 Pages
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SIGNATURES
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.
Dated: January 19, 1996
M.A. HANNA COMPANY
By: /s/ J.S. Pyke, Jr.
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Name: John S. Pyke, Jr.
Title: Vice President, General
Counsel and Secretary
Page 4 of 4 Pages
