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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 4-FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 4-FINAL AMENDMENT)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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KERR GROUP, INC.
(Name of Subject Company)
KERR ACQUISITION CORPORATION
FREMONT ACQUISITION COMPANY, LLC
(Bidders)
COMMON STOCK, PAR VALUE $0.50 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS)
$1.70 CLASS B CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D, PAR VALUE $0.50
PER SHARE
(Title of Class of Securities)
492376108 AND
492376207
(CUSIP Number of Class of Securities)
GILBERT H. LAMPHERE
PRESIDENT
FREMONT ACQUISITION COMPANY, LLC
C/O THE FREMONT GROUP
50 FREMONT STREET
SUITE 3700
SAN FRANCISCO, CALIFORNIA 94105
(415) 284-8500
(Name, Address and Telephone Number of Person authorized to Receive Notices and
Communications on Behalf of Bidder)
COPY TO:
KENTON J. KING, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Embarcadero Center, Suite 3800
San Francisco, California 94111
(415) 984-6400
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Kerr Acquisition Corporation
2. Check the Appropriate Box if a Member of a Group (a) / / (b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
8. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
9. Type of Reporting Person
CO
2
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Fremont Acquisition Company, LLC
2. Check the Appropriate Box if a Member of a Group(a) / / (b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
10. Type of Reporting Person
OO (limited liability company)
3
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Fremont Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (a) / / (b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
10. Type of Reporting Person
PN
4
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
FP Advisors, L.L.C.
2. Check the Appropriate Box if a Member of a Group(a) / / (b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
10. Type of Reporting Person
OO (limited liability company)
5
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Fremont Group, L.L.C.
2. Check the Appropriate Box if a Member of a Group(a) / / (b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
10. Type of Reporting Person
OO (limited liability company)
6
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CUSIP NO. 492376108 AND 492376207
14D-1
1. Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Fremont Investors, Inc.
2. Check the Appropriate Box if a Member of a Group(a) / / (b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Nevada
7. Aggregate Amount Beneficially Owned By Each Reporting Person
3,665,872 shares of Common Stock (including approximately
12,439 shares subject to guarantee of delivery) and 307,894
shares of Series D Preferred Shares (including 2,900
shares subject to guarantee of delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
93% of Common Stock
63% of Series D Preferred Shares
10. Type of Reporting Person
CO
7
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This Amendment No. 4 (Final Amendment) constitutes the final amendment to
the Tender Offer statement on Schedule 14D-1/13D (the "Schedule 14D-1/13D")
filed with the Securities and Exchange Commission on July 8, 1997 by Kerr
Acquisition Corporation (the "Purchaser") and Fremont Acquisition Company, LLC
("Fremont"), relating to the offer by the Purchaser to purchase (i) all of the
issued and outstanding shares of common stock, par value $0.50 per share,
including the associated rights to purchase shares of preferred stock (the
"Rights" and, together with common stock, the "Common Stock") issued pursuant to
the Rights Agreement, dated as of July 25, 1995, between Kerr Group, Inc., a
Delaware corporation (the "Company") and BankBoston, N.A. (formerly The First
Bank of Boston), as Rights Agent, as amended, and (ii) all of the issued and
outstanding shares of $1.70 Class B Cumulative Convertible Preferred Stock,
Series D, par value $0.50 per share (the "Series D Preferred Shares"), of the
Company, for $5.40 per share of Common Stock and $12.50 per share of Series D
Preferred Shares, in each case net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 8, 1997
(the "Offer to Purchase"), a copy of which is attached to the Schedule 14D-1/13D
as Exhibit (a)(1), and the related Letters of Transmittal, copies of which are
attached to the Schedule 14D-1/13D as Exhibits (a)(2) and (a)(3). This filing
also constitutes Amendment No. 4 (Final Amendment) to the Schedule 13D
originally filed pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, on behalf of each of the Purchaser, Fremont, Fremont Partners,
L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc.
Each of Fremont Partners, L.P., FP Advisors, L.P., Fremont Group, L.L.C. and
Fremont Investors, Inc. disclaims beneficial ownership of the shares of Common
Stock and Series D Preferred Shares.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1/13D.
ITEM 4. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
(a)-(b) The Offer expired at 12:00 noon, New York City time, on
Tuesday, August 26, 1997. Based on information provided by the
Depositary, there were validly tendered and not withdrawn (i) 3,665,872
shares of Common Stock (including 12,439 shares of Common Stock tendered
by means of guaranteed delivery), or approximately 93% of the issued and
outstanding shares of Common Stock and (ii) 307,894 shares of Series D
Preferred Shares (including 2,900 shares of Series D Preferred Shares
tendered by means of guaranteed delivery), or approximately 63% of the
issued and outstanding shares of Series D Preferred Shares. The Shares
validly tendered and not withdrawn at such time were accepted for
payment. On August 26, 1997, the Purchaser and the Company issued the
joint press release attached hereto as Exhibit (a)(19).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(19) Press Release jointly issued by the Purchaser and the
Company, dated August 26, 1997.
8
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
(a)(1) Offer to Purchase, dated July 8, 1997.
(a)(2) Letter of Transmittal with respect to the Common Stock.
(a)(3) Letter of Transmittal with respect to the Series D Preferred Shares.
(a)(4) Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients.
(a)(5) Letter to Clients.
(a)(6) Notice of Guaranteed Delivery with respect to the Common Stock.
(a)(7) Notice of Guaranteed Delivery with respect to the Series D Preferred Shares.
(a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(9) Press Release jointly issued by Fremont and the Company, dated July 1, 1997.
(a)(10) Form of Summary Advertisement, dated July 8, 1997.
(a)(11) Fairness Opinion of CIBC Wood Gundy Securities Corp., dated June 30, 1997.
(a)(12) Notice of United National Bank as Trustee of the Kerr Group, Inc. Employee Incentive Stock Ownership
Plan I to Participants in Kerr Group, Inc. Employee Incentive Stock Ownership Plan I.
(a)(13) Notice of United National Bank as Trustee of the Kerr Group, Inc. Employee Incentive Stock Ownership
Plan to Participants in Kerr Group, Inc. Employee Incentive Stock Ownership Plan.
(a)(14) Complaint entitled DR. ALAN LATIES VS. KERR GROUP, INC. ET AL. Civil Action No. 15825-NC.
(a)(15) Press Release issued by the Company, dated August 1, 1997.
(a)(16) Notice of Determination issued by the Pension Benefit Guaranty Corporation, dated August 1, 1997.
(a)(17) Term Sheet, dated August 18, 1997, by and among Fremont, the Company and the Pension Benefit Guaranty
Corporation.
(a)(18) Press Release issued by the Purchaser, dated August 19, 1997.
(a)(19) Press Release jointly issued by the Purchaser and the Company, dated August 26, 1997.
(c)(1) Agreement and Plan of Merger, dated as of July 1, 1997, by and among Fremont, the Purchaser and the
Company.
(c)(2) Option Agreement, dated as of July 1, 1997, by and between Fremont and the Company.
(c)(3) Guarantee, dated as of July 1, 1997, by and between Fremont Partners, L.P. and the Company.
(c)(4) Confidentiality Agreement, dated November 6, 1995, by and between Fremont Group, Inc. and Lehman
Brothers Inc. on behalf of the Company.
(d) None.
(e) Not applicable.
(f) None.
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9
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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.
<TABLE>
<S> <C> <C>
Date: August 27, 1997
KERR ACQUISITION CORPORATION
By: /s/ GILBERT H. LAMPHERE
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Name: Gilbert H. Lamphere
Title: DIRECTOR AND PRESIDENT
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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.
<TABLE>
<S> <C> <C>
Date: August 27, 1997
FREMONT ACQUISITION COMPANY, LLC
By: /s/ GILBERT H. LAMPHERE
-----------------------------------------
Name: Gilbert H. Lamphere
Title: PRESIDENT
</TABLE>
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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.
Date: August 27, 1997
FREMONT PARTNERS, L.P.
By: FP Advisors, L.L.C., its general partner
By: Fremont Group, L.L.C., its managing
member
By: Fremont Investors, Inc., its
manager
By: /s/ GILBERT H. LAMPHERE
--------------------------------
Name: Gilbert H. Lamphere
Title: MANAGING DIRECTOR
AND DIRECTOR
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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.
Date: August 27, 1997
FP ADVISORS, L.L.C.
By: Fremont Group, L.L.C., it managing
member
By: Fremont Investors, Inc.,
its manager
By: /s/ GILBERT H. LAMPHERE
-------------------------------
Name: Gilbert H. Lamphere
Title:MANAGING DIRECTOR
AND DIRECTOR
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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.
Date: August 27, 1997
FREMONT GROUP, L.L.C.
By: Fremont Investors, Inc., its manager
By: /s/ GILBERT H. LAMPHERE
----------------------------------
Name: Gilbert H. Lamphere
Title: MANAGING DIRECTOR
AND DIRECTOR
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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.
<TABLE>
<S> <C> <C>
Date: August 27, 1997
FREMONT INVESTORS, INC.
By: /s/ GILBERT H. LAMPHERE
-----------------------------------------
Name: Gilbert H. Lamphere
Title: MANAGING DIRECTOR AND DIRECTOR
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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(a)(19) Press Release jointly issued by the Purchaser and the Company, dated August 26, 1997.
</TABLE>
16
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[KERR ACQUISITION CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
(SAN FRANCISCO, California)--August 26, 1997--Fremont Acquisition Company,
LLC and Kerr Group, Inc. announced today that Fremont has completed its tender
offer for all of the outstanding shares of common stock (KGM-NYSE) and preferred
stock (KGMD-NYSE) of Kerr Group, Inc. at $5.40 net per share of common stock and
$12.50 net per share of preferred stock.
The offer expired, as scheduled, at 12:00 noon (EDT) on Tuesday, August 26,
1997.
As of the termination of the offer, based on a preliminary count from the
Depositary, Boston EquiServe, L.P., approximately 3,653,433 shares of Kerr
common stock and 304,994 shares of Kerr preferred stock had been tendered and
not withdrawn. Subject to the terms of the merger agreement among Fremont
Acquisition Company, LLC, Kerr Acquisition Corporation and Kerr, shares of
common stock and preferred stock of Kerr not tendered will be converted into the
right to receive $5.40 net per share of common stock and $12.50 net per share of
preferred stock pursuant to a second-step merger between Kerr Acquisition
Corporation and Kerr.
Kerr, headquartered in Lancaster, Pennsylvania, is a major producer of
plastic packaging products.
# # #
Company Contact: D. Gordon Strickland
President and Chief Executive Officer
(717) 390-8438
Fremont Contact: Gregory P. Spivy
Principal
(415) 284-8793
