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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. 4)
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
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<CAPTION>
Transaction valuation Amount of filing fee*
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$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. 4 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
October 25, 2000 by Cardinal Merger Sub., Inc., a Delaware Corporation and a
wholly-owned subsidiary of Kulicke and Soffa Industries, Inc., a Pennsylvania
corporation, 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 of
Cerprobe Corporation, a Delaware corporation, 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. In this
amendment, "Schedule TO" refers to the Tender Offer statement on Schedule TO
originally filed with the SEC on October 25, 2000, as amended and supplemented;
"Merger Sub" refers to Cardinal Merger Sub., Inc.; "Parent" refers to Kulicke
and Soffa Industries, Inc., and the "Company" refers to Cerprobe Corporation.
The Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule TO,
and the related Letter of Transmittal, which is attached as Exhibit (a)(2) to
the Schedule TO, as they may be amended and supplemented from time to time,
together constitute the "Offer."
ITEMS 1 through 6, 8 and 11.
Items 1 through 6, 8 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase and all its
exhibits, are by this amendment amended and supplemented by adding the following
to the Offer to Purchase:
"In a press release dated November 24, 2000, Parent announced that the
Offer expired at 12:00 Midnight on November 22, 2000, and that shareholders
validly tendered approximately 8,858,449 Shares (or 92.5% of the outstanding
Shares) which Parent has accepted for payment. In addition, Parent announced
that it received Notices of Guaranteed Delivery with respect to 254,284 Shares
(or 2.7% of the outstanding Shares) which, under the Offer, must be validly
tendered within three trading days after delivery of this notice in order to be
accepted for payment. A copy of the press release containing such announcement
is filed as Exhibit (a)(11) and is incorporated in this amendment by reference."
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ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following exhibit
and is incorporated herein by reference.
(a)(11) Press Release dated November 24, 2000.
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 27, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Clifford G. Sprague
----------------------------
Name: Clifford G. Sprague
Title: Chief Financial Officer
CARDINAL MERGER SUB., INC.
By: /s/ Clifford G. Sprague
----------------------------
Name: Clifford G. Sprague
Title: Vice President
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INDEX TO EXHIBITS
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(a)(11) Press release dated November 24, 2000.
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