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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
CERPROBE CORPORATION
(Name of Subject Company (Issuer))
CARDINAL MERGER SUB., INC.,
a Wholly-Owned Subsidiary of
KULICKE AND SOFFA INDUSTRIES, INC.
(Name of Filing Person (Offeror))
Common Stock Par Value $.05
(Title of Class of Securities)
156787103
(CUSIP Number of Class of Securities)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
2101 Blair Mill Road
Willow Grove, PA 19090
(215) 784-6000
With a copy to:
F. Douglas Raymond
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(Name, Address, and Telephone of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Calculation of Filing Fee
<TABLE>
<CAPTION>
<S> <C>
Transaction valuation Amount of filing fee*
$214,840,660 $42,968.13
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* This amount has previously been paid.
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[ ] 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.
[ ] 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: [ ]
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") originally filed with the Securities and
Exchange Commission on October 25, 2000 by Cardinal Merger Sub., Inc., a
Delaware Corporation ("Merger Sub") and a wholly-owned subsidiary of Kulicke and
Soffa Industries, Inc., a Pennsylvania corporation ("Parent"), relating to the
Offer by Merger Sub to purchase all of the outstanding shares of common stock,
par value $0.05 per share, together with the associated rights to purchase
Series A Junior Participating Preferred Stock (the "Rights" and collectively
with the Common Stock, the "Shares") of Cerprobe Corporation, a Delaware
corporation (the "Company"), at a price of $20.00 per Share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 25, 2000 (the "Offer to
Purchase"), a copy of which is attached as Exhibit (a)(1) to the Schedule TO,
and in the related Letter of Transmittal, a copy of which is attached as Exhibit
(a)(2) to the Schedule TO (which, as they may be amended and supplemented from
time to time, together constitute the "Offer"). The information in the Offer to
Purchase is incorporated by reference herein. Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in the Offer to
Purchase.
ITEMS 1 through 9, 11 and 12.
Items 1 through 9, 11 and 12 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase and all exhibits
thereto, are hereby amended and supplemented as follows:
The first full paragraph on page 13 of the Offer to Purchase (which is
a part of Section 8) is amended and restated to read in its entirety as follows:
"The Company has advised Parent and the Merger Sub that it
does not as a matter of course make public any projections as
to future performance or earnings, and the above projections
are included in this Offer to Purchase solely because such
information was provided to Parent during the course of
Parent's evaluation of the Company. The projections were not
prepared with a view to public disclosure or in compliance
with the published guidelines of the SEC or the guidelines
established by the American Institute of Certified Public
Accountants regarding projections or forecasts. The Company
has advised Parent and the Merger Sub that (i) its internal
operating projections are, in general, prepared solely for
internal use and capital budgeting and other management
decisions and are subjective in many respects and thus
susceptible to various interpretations and periodic revision
based on actual experience and business developments and (ii)
the projections were based on a number of internal assumptions
with respect to
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industry performance, general business, economic, market and
financial conditions and other matters that are inherently
subject to significant economic, competitive and other
uncertainties, all of which are difficult to predict and some
of which are beyond the control of the Company. In particular,
the Company advised Parent and Merger Sub that in preparing
these projections it assumed (a) revenue growth (taking into
account acquisitions made in 1999) of approximately 38% and
30%, respectively, in 2000 and 2001, (b) gross profit margins
of approximately 43% and 45%, respectively, in 2000 and 2001,
(c) operating income (excluding goodwill amortization) as a
percent of sales of approximately 15% and 21%, respectively,
in 2000 and 2001, (d) goodwill amortization of approximately
$3.8 million for each of 2000 and 2001, (e) a tax rate
(excluding non-deductible goodwill amortization) of
approximately 32% and 36%, respectively, for 2000 and 2001,
and (f) net income as a percent of sales of approximately 6%
and 10%, respectively, in 2000 and 2001. All of these
assumptions are inherently subject to significant economic,
competitive and other uncertainties that are difficult to
predict and, in many cases, are beyond the control of the
Company or Parent. Accordingly, there can be no assurance, and
no representation or warranty is or has been made by any of
the Company, Parent, the Merger Sub or any of their
representatives, that these specific assumptions will be
realized or that actual results will not vary materially from
those described above. Furthermore, the inclusion of this
information should not be regarded as an indication that
Parent, the Merger Sub or any other person who received this
information considered it a reliable predictor of future
events, and this information should not be relied on as such."
The first full paragraph on page 33 of the Offer to Purchase
(which is a part of Section 13 and which immediately follows the list of
conditions to the Offer) is amended and restated to read in its entirety as
follows:
"The foregoing conditions are for the sole benefit of Merger
Sub and Parent and may be asserted by the Merger Sub or Parent
regardless of the circumstances giving rise to any such
condition and may be waived by the Merger Sub or Parent, in
whole or in part, at any time and from time to time prior to
the Scheduled Expiration Date or the Extended Expiration Date
(if applicable), in the sole discretion of the Merger Sub or
Parent. The failure by the Merger Sub or Parent or any of
their respective affiliates at any time to exercise any of the
foregoing rights will not be deemed a waiver of any right, the
waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any
other facts and circumstances and each right will be deemed an
ongoing right which may be asserted at any time and from time
to time."
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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: November 13, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Clifford G. Sprague
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Name: Clifford G. Sprague
Title: Chief Financial Officer
CARDINAL MERGER SUB., INC.
By: /s/ Clifford G. Sprague
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Name: Clifford G. Sprague
Title: Vice President
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