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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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FINAL AMENDMENT
Hussmann International, Inc.
(Name of Subject Company)
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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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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$1,552,358,487 $310,471.70
</TABLE>
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* 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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2
/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: /X/
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3
This Final Amendment amends and supplements the Tender Offer
Statement on Schedule TO (as amended, the "Schedule TO") filed on May 16, 2000
and amended by Amendment No. 1 thereto filed on May 30, 2000, Amendment No. 2
thereto filed on June 6, 2000 and Amendment No. 3 thereto filed on June 13, 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:
At 12:00 Midnight, New York City Time, on Tuesday, June 13,
2000, the Offer expired. Based on the information provided by the Depositary,
approximately 47,795,048 Shares (which number includes approximately 1,616,010
Shares subject to guarantee of delivery), representing in excess of 93% of the
outstanding Shares, were validly tendered and not properly withdrawn pursuant to
the Offer. The Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for, the tendered and accepted Shares at the purchase
price of $29.00 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to
merge itself with and into the Company in accordance with the General
Corporation Law of the state of Delaware (the "DGCL") as promptly as
practicable. As a result of the Merger, the Company will become a wholly-owned
subsidiary of Parent and each outstanding Share (other than Shares held by the
Company or by Parent other than Shares in accounts beneficially owned by third
parties, which will automatically be cancelled and will cease to exist and no
cash or other consideration will be delivered or deliverable in exchange
therefor, and other Shares, if any, held by Holders who have not voted such
Shares in favor of the Merger and who have perfected their appraisal rights
under the DGCL) will be canceled, extinguished and converted into the right to
receive $29.00 per Share in cash, without interest thereon, less any applicable
withholding taxes.
The consummation of the Offer was publicly announced in a
press release issued by Parent on June 14, 2000 a copy of which is filed as
Exhibit (a)(14) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
A copy of the press release, dated June 14, 2000, announcing the
consummation of the Merger is attached hereto as Exhibit (a)(14) and is
incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented as
follows:
Exhibit (a)(14) Press Release issued by Ingersoll-Rand
Company, dated June 14, 2000, announcing the
consummation of the Merger.
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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 14, 2000 Ingersoll-Rand Company
By: /S/ PATRICIA NACHTIGAL
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Name: Patricia Nachtigal
Title: Vice President and General Counsel
Dated: June 14, 2000 IR Merger Corporation
By: /S/ PATRICIA NACHTIGAL
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Name: Patricia Nachtigal
Title: Vice President and Assistant Secretary
