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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934
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AMENDMENT NO. 2
Hussmann International, Inc.
(Name of Subject Company (Issuer))
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Ingersoll-Rand Company
and
IR Merger Corporation
(Names of Filing Persons (Offerors))
Common Stock, par value $.001 per share
(Title of Class of Securities)
448110106
(CUSIP Number of Class of Securities)
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Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
World Headquarters
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
James M. Cotter, Esq.
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,552,358,487 $310,471.70
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2
* Based on the offer to purchase all of the outstanding shares of Common
Stock of the Subject Company at $29.00 cash per share and 50,593,522
shares of Common Stock outstanding as of May 8, 2000 and 2,936,081
shares of Common Stock represented by currently exercisable stock
options.
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3
/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.
Amount Previously Paid: $311,193.36
Form or Registration No: Schedule TO
Filing Party: Ingersoll-Rand Company and IR Merger Corporation
Date Filed: May 16, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below 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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4
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO") filed on May 16, 2000 and amended by Amendment
No. 1 thereto filed on May 30, 2000 relating to the offer by IR Merger
Corporation (the "Purchaser"), a Delaware corporation, and a wholly owned
subsidiary of Ingersoll-Rand Company ("Parent"), a New Jersey corporation, to
purchase all of the issued and outstanding shares of common stock, par value
$.001 per share (the "Common Stock"), of Hussmann International, Inc. (the
"Company"), a Delaware corporation, including the associated preferred stock
purchase rights issued pursuant to the Amended and Restated Rights Agreement,
dated as of July 15, 1999, by and between the Company and First Chicago Trust
Company of New York, as Rights Agent (together with the Common Stock, the
"Shares"), at a price of $29.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 16, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as they may be amended and supplemented
from time to time, together constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEMS 1 THROUGH 9 AND 11
Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented as follows:
The third paragraph of the subsection entitled "Cautionary Statements
Concerning the Projections and Forward-Looking Statements" contained in
Section 7 of the Offer to Purchase is hereby deleted in its entirety and
replaced with the following paragraph:
For these reasons, as well as the bases and assumptions on which
the Projections were compiled, the inclusion of such Projections herein
should not be regarded as an indication that Parent, the Purchaser or
any of their respective affiliates or representatives considers such
information to be an accurate prediction of future events, and the
Projections should not be relied on as such. None of such persons
assumes any responsibility for the reasonableness, completeness,
accuracy or reliability of such Projections. No party nor any of their
respective affiliates or representatives has made, or makes, any
representation to any person regarding the information contained in the
Projections and none of them intends to update or otherwise revise the
Projections to reflect circumstances existing after the date when made
or to reflect the occurrence of future events even in the event that any
or all of the assumptions are shown to be in error.
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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.
Dated: June 6, 2000 Ingersoll-Rand Company
By: /s/ Patricia Nachtigal
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Name:
Title:
Dated: June 6, 2000 IR Merger Corporation
By: /s/ Patricia Nachtigal
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Name:
Title:
