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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. 1
Hussmann International, Inc.
(Name of Subject Company (Issuer))
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Ingersoll-Rand Company
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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$1,555,966,841 $311,193.36
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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 and 3,060,507 shares of Common Stock
(based on the treasury method of calculation) represented by stock
options, as of May 8, 2000.
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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: |_|
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4
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO") filed on May 16, 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.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is hereby amended and supplemented as
follows:
On May 27, 2000, the waiting period under the HSR Act for the
consummation of the Offer and the Merger terminated. Purchaser expects to
consummate the Offer, subject to the terms thereof, on the Expiration Date,
which is currently 12:00 midnight, New York City time, on Tuesday, June 13,
2000, unless the Offer is extended.
ITEM 12. EXHIBITS.
A copy of the press release, dated May 30, 2000, announcing the
termination of the waiting period under the HSR Act for the consummation of the
Offer and the Merger is attached hereto as Exhibit (a)(12) and is incorporated
herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented as
follows:
Exhibit (a)(12) Press Release issued by Ingersoll-Rand Company, dated
May 30, 2000, announcing the early termination of the
waiting period under the HSR Act for the consummation
of the Offer and 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: May 30, 2000 Ingersoll-Rand Company
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By: /s/ Patricia Nachtigal
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Name: Patricia Nachtigal
Title: Vice President and
General Counsel
Dated: May 30, 2000 IR Merger Corporation
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By: /s/ Patricia Nachtigal
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Name: Patricia Nachtigal
Title: Vice President and
Assistant Secretary
