<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements 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 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 Share, 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. 1 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.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(b) The information set forth in "Section 10--Source of Amount of Funds"
of the Offer to Purchase is hereby amended by replacing such Section in its
entirety with the following:
Fremont and the Purchaser estimate that the total amount of funds required
by the Purchaser to (i) purchase all the Shares pursuant to the Offer and
finance the Merger Consideration, (ii) refinance certain existing indebtedness
and accrued liabilities of the Company, (iii) provide cash on the balance sheet
of the Company and (iv) pay fees and expenses incurred in connection with the
Offer and the Merger will be approximately $95.6 million. Of these funds, it is
anticipated that (i) approximately $0.9 million will be obtained from the
Company's cash and cash equivalents, (ii) approximately $44.7 million will be
obtained by Fremont through the sale of equity interests to Fremont Partners and
affiliated partnerships, (and possibly to key management of the Company and
related entities) and Fremont will in turn contribute such amount to the
Purchaser, and (iii) approximately $50.0 million will be financed either through
a permanent bank financing (the "Bank Financing"), or, if the Bank Financing
cannot be obtained prior to the date on which the Shares are acquired by the
Purchaser pursuant to the Offer, through a bridge facility (the "Bridge
Facility") provided by Fremont Partners, the principal terms of which are
described below.
2
<PAGE>
The following table has been prepared by the Purchaser after discussions
with management of the Company and sets forth the approximate amounts, proposed
sources and uses of funds necessary to consummate the proposed Offer, Merger and
related refinancings:
<TABLE>
<CAPTION>
$ IN MILLIONS
-------------
<S> <C>
Sources:
Cash on balance sheet of the Company.......................................... $ 0.9
Equity Contributions from Fremont............................................. 44.7
Borrowings under Bridge Facility or Bank Financing............................ 50.0
-----
Total....................................................................... $ 95.6
-----
-----
Uses:
Purchase Equity............................................................... $ 27.9
Refinance Existing Debt and Accrued Liabilities of Company.................... 57.0
Cash on balance sheet of the Company.......................................... 2.4
Fees and Expenses............................................................. 8.3
-----
Total....................................................................... $ 95.6
-----
-----
</TABLE>
The proposed Bridge Facility will be structured as a term loan, and will be
fully secured by a first priority, perfected security interest on substantially
all the tangible and intangible assets of the Company. The Bridge Facility will
mature and be payable in full on the date which is 364 days after the date on
which the Shares are acquired by the Purchaser pursuant to the Offer (the
"Bridge Maturity Date"). If the Bridge Facility is not refinanced on or prior to
the Bridge Maturity Date, it would, at such time, convert (the "Conversion") to
a permanent loan facility with a five-year term.
Prior to the Bridge Maturity Date, the Bridge Facility will accrue interest
at a rate per annum equal to LIBOR plus a margin of 250 basis points. Following
the Conversion, the Bridge Facility will accrue interest at a rate per annum
equal to the rate for five-year U.S. Treasuries as of the date of the Conversion
plus a margin of 600 basis points.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following Exhibits:
<TABLE>
<S> <C>
(a)(12) Notice of United National Bank as Trustee of the Kerr Group, Inc.
Employee Incentive Stock Ownership Plan I to Participants in the
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 the
Kerr Group, Inc. Employee Incentive Stock Ownership Plan.
</TABLE>
3
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<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.
(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.
</TABLE>
4
<PAGE>
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: July 29, 1997
<TABLE>
<S> <C> <C>
KERR ACQUISITION CORPORATION
By: /s/ GILBERT H. LAMPHERE
-----------------------------------------
Name: Gilbert H. Lamphere
Title: Director and President
</TABLE>
5
<PAGE>
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: July 29, 1997
<TABLE>
<S> <C> <C>
FREMONT ACQUISITION COMPANY, LLC
By: /s/ GILBERT H. LAMPHERE
-----------------------------------------
Name: Gilbert H. Lamphere
Title: President
</TABLE>
6
<PAGE>
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: July 29, 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
7
<PAGE>
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: July 29, 1997
<TABLE>
<S> <C> <C>
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
</TABLE>
8
<PAGE>
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: July 29, 1997
<TABLE>
<S> <C> <C>
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
</TABLE>
9
<PAGE>
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: July 29, 1997
<TABLE>
<S> <C> <C>
FREMONT INVESTORS, INC.
By: /s/ GILBERT H. LAMPHERE
-----------------------------------------
Name: Gilbert H. Lamphere
Title: Managing Director and Director
</TABLE>
10
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
(a)(12) Notice of United National Bank as Trustee of the Kerr Group, Inc. Employee Incentive Stock Ownership
Plan I to Participants in the 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 the Kerr Group, Inc. Employee Incentive Stock Ownership Plan.
</TABLE>
11
<PAGE>
[UNITED NATIONAL BANK LETTERHEAD]
NOTICE TO PARTICIPANTS
IN THE KERR GROUP, INC. 1987
EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN I
JULY 14, 1997
Dear Participant:
As you may already know, Kerr Group, Inc., a Delaware corporation (the
"Company") is party to a merger agreement, dated July 1, 1997 (the "Merger
Agreement"), by and among the Company, Fremont Acquisition Company, LLC, a
Delaware limited liability company ("Fremont") and Kerr Acquisition Corporation,
a Delaware corporation ("Purchaser"), providing for, among other things, the
tender offer described in this letter and the attached materials. Enclosed for
your information is a copy of the Purchaser's Offer to Purchase and the related
Letter of Transmittal relating to the offer.
Pursuant to the Merger Agreement, the Purchaser, a wholly owned subsidiary
of Fremont, has commenced a cash tender offer (the "Offer") to purchase 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, issued
pursuant to the Rights Agreement, dated July 25, 1995, between the Company and
BankBoston, N.A. (formerly The First National Bank of Boston), as amended (the
"Rights", and together with the common stock, the "Shares"), at a price of $5.40
per Share in cash. The Offer covers Shares allocated to your account as a
participant in the Kerr Group, Inc. 1987 Employee Incentive Stock Ownership Plan
("ESOP I").
If the Offer is successful, following the merger (the "Merger"), the Company
will be the surviving corporation and will become a wholly owned subsidiary of
Fremont. In addition, if the Offer is successful, (i.e., the Purchaser acquires
51% or more of the Shares sought in the Offer), then at the time of the
subsequent Merger, each Share not purchased in the Offer (other than Shares held
by dissenting stockholders who perfect appraisal rights under Delaware law) will
be canceled and converted into a right to receive the amount paid for such
Shares in the Offer, without interest.
The Board of Directors of the Company has unanimously approved the Offer and
the Merger as being fair to and in the best interests of the Company and its
stockholders and recommends that all stockholders accept the Offer.
Only the Trustee (United National Bank) of ESOP I can tender the Shares held
in your account. As Trustee of ESOP I, we have carefully considered the Offer
and have determined that it would be in the best interests of ESOP I
participants if we tendered ALL of the ESOP Shares. However, under the terms of
ESOP I, we need approval of our decision to sell these Shares to the Purchaser
by a vote of a majority of the Shares held by the participants in ESOP I.
In determining whether or not to approve our decision, you should review the
enclosed Offer materials. Shares with no voting instructions will be voted
proportionately to the Shares that have been voted. Enclosed you will find
voting instructions and a return envelope.
YOUR VOTING INSTRUCTIONS MUST BE RETURNED IN THE ENVELOPE PROVIDED BY WEDNESDAY,
JULY 30, 1997.
PLEASE DO NOT RETURN YOUR INSTRUCTION FORM TO THE COMPANY.
<PAGE>
If you have any questions, please call MacKenzie Partners, Inc., the
Information Agent for the Offer, at the telephone number indicated in the
enclosed Offer materials which are being furnished to you for your information
only.
UNITED NATIONAL BANK
The Trustee of the 1987
Employee Incentive Stock Ownership
Plan I
2
<PAGE>
[UNITED NATIONAL BANK LETTERHEAD]
NOTICE TO PARTICIPANTS
IN THE KERR GROUP, INC. 1987
EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
JULY 14, 1997
Dear Participant:
As you may already know, Kerr Group, Inc., a Delaware corporation (the
"Company") is party to a merger agreement, dated July 1, 1997 (the "Merger
Agreement"), by and among the Company, Fremont Acquisition Company, LLC, a
Delaware limited liability company ("Fremont") and Kerr Acquisition Corporation,
a Delaware corporation ("Purchaser"), providing for, among other things, the
tender offer described in this letter and the attached materials. Enclosed for
your information is a copy of the Purchaser's Offer to Purchase and the related
Letter of Transmittal relating to the offer.
Pursuant to the Merger Agreement, the Purchaser, a wholly owned subsidiary
of Fremont, has commenced a cash tender offer (the "Offer") to purchase 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, issued
pursuant to the Rights Agreement, dated July 25, 1995, between the Company and
BankBoston, N.A. (formerly The First National Bank of Boston), as amended (the
"Rights", and together with the common stock, the "Shares"), at a price of $5.40
per Share in cash. The Offer covers Shares allocated to your account as a
participant in the Kerr Group, Inc. 1987 Employee Incentive Stock Ownership Plan
("ESOP II").
If the Offer is successful, following the merger (the "Merger"), the Company
will be the surviving corporation and will become a wholly owned subsidiary of
Fremont. In addition, if the Offer is successful, (i.e., the Purchaser acquires
51% or more of the Shares sought in the Offer), then at the time of the
subsequent Merger, each Share not purchased in the Offer (other than Shares held
by dissenting stockholders who perfect appraisal rights under Delaware law) will
be canceled and converted into a right to receive the amount paid for such
Shares in the Offer, without interest.
The Board of Directors of the Company has unanimously approved the Offer and
the Merger as being fair to and in the best interests of the Company and its
stockholders and recommends that all stockholders accept the Offer.
Only the Trustee (United National Bank) of ESOP II can tender the Shares
held in your account. As Trustee of ESOP II, we have carefully considered the
Offer and have determined that it would be in the best interests of ESOP II
participants if we tendered ALL of the ESOP Shares. However, under the terms of
ESOP II, we need approval of our decision to sell these Shares to the Purchaser
by a vote of a majority of the Shares held by the participants in ESOP II.
In determining whether or not to approve our decision, you should review the
enclosed Offer materials. Shares with no voting instructions will be voted
proportionately to the Shares that have been voted. Enclosed you will find
voting instructions and a return envelope.
YOUR VOTING INSTRUCTIONS MUST BE RETURNED IN THE ENVELOPE PROVIDED BY WEDNESDAY,
JULY 30, 1997.
PLEASE DO NOT RETURN YOUR INSTRUCTION FORM TO THE COMPANY.
<PAGE>
If you have any questions, please call MacKenzie Partners, Inc., the
Information Agent for the Offer, at the telephone number indicated in the
enclosed Offer materials which are being furnished to you for your information
only.
UNITED NATIONAL BANK
The Trustee of the 1987
Employee Incentive Stock Ownership
Plan
2
