<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
------------------------
ANACOMP, INC.
(Name of Subject Company)
------------------------------
QUESTOR PARTNERS FUND, L.P.
(Bidder)
------------------------------
Common Stock, Par Value $.01 Per Share
(Title of Classes of Securities)
NOT AVAILABLE
(CUSIP Number of Classes of Securities)
------------------------------
ROBERT E. SHIELDS
MANAGING DIRECTOR
QUESTOR PARTNERS FUND, L.P.
C/O QUESTOR MANAGEMENT COMPANY
4000 TOWN CENTER, SUITE 530
SOUTHFIELD, MICHIGAN 48075
(810) 213-2200
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
------------------------------
COPY TO:
MICHAEL L. COOK, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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3116 SCHEDULE 14D-1
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CUSIP NO. N/A 14D-1 PAGE 1 OF 1 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Questor Partners Fund, L.P. Tax ID# 51-0362998
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
None
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES* / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
None
TYPE OF REPORTING PERSON*
10
PN
2
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Anacomp, Inc., an Indiana
corporation (the "Company"), which has its principal executive offices at 11550
North Meridian Street, P.O. Box 40888, Indianapolis, Indiana 46240.
(b) This Amendment No. 1 to Schedule 14D-1 relates to the Offer by Questor
Partners Fund, L.P., a Delaware limited partnership (the "Purchaser"), to
purchase 4,400,000 shares of Common Stock, par value $.01 per share, of the
Company, if and when such shares are issued pursuant to the Second Amended Joint
Plan of Reorganization of the Company and certain of its subsidiaries (the "New
Shares"), at a price of $7.75 per New Share (the "Offer Price"), net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal (which, together with
any amendments and supplements thereto, collectively constitute the "Offer"),
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
Information concerning the number of outstanding New Shares is set forth in the
"Introduction" and Section 7 ("The Effect of the Offer on the Market for the
Shares") of the Offer to Purchase and is incorporated herein by reference.
(c) Information concerning the New Shares, to the extent such information
is available, is set forth in Section 6 ("Price Range of the New Shares;
Dividends on the New Shares") and Section 7 ("Effect of the Offer on the Market
for the New Shares") of the Offer to Purchase. The New Shares, however, are not
currently traded and never have been traded on a registered stock exchange.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 1 to Schedule 14D-1 is being filed by the Purchaser, a
Delaware limited partnership. Information concerning the principal business and
the address of the principal offices of the Purchaser is set forth in Section 9
("Certain Information Concerning the Purchaser") of the Offer to Purchase and is
incorporated herein by reference.
(e) and (f) During the last five years, none of the Purchaser or its
general partner or any person controlling the Purchaser or its general partner
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any of them been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, Federal or state
securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) The information set forth in Section 11 ("Contacts with the Company;
Background of the Offer") of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in Section 11 ("Contacts with the Company;
Background of the Offer") of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
(b) and (c) Not Applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in Section 12 ("Purpose of the Offer") of
the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the "Introduction" and Section 11
("Contacts with the Company; Background of the Offer") of the Offer to Purchase
is incorporated herein by reference.
3
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ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the "Introduction" and Section 11 ("Contacts
with the Company; Background of the Offer") of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "Introduction" and Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not Applicable.
(b) and (c) The information set forth in Section 15 ("Certain Legal
Matters") of the Offer to Purchase is incorporated herein by reference.
(d) Not Applicable.
(e) None.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(4) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Text of Press Release issued by the Company dated April 19, 1996.
(a)(8) Form of Summary Advertisement dated April 19, 1996.
(b) None.
(c) None.
(d) None.
(e) Not Applicable.
(f) None.
</TABLE>
4
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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.
QUESTOR PARTNERS FUND, L.P.
BY QUESTOR GENERAL PARTNER, L.P., as general
partner
BY QUESTOR PRINCIPALS, INC., as general
partner
By /s/ ROBERT E. SHIELDS
--------------------------------------------
Name: Robert E. Shields
Title: Managing Director
Date: April 23, 1996
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
(a) (1) Offer to Purchase, dated April 19, 1996..................................................
(2) Letter of Transmittal with respect to the New Shares.....................................
(3) Letter, dated April 19, 1996, from Salomon Brothers Inc to brokers, dealers, banks, trust
companies and nominees..................................................................
(4) Letter to be sent by brokers, dealers, banks, trust companies and nominees to their
clients.................................................................................
(5) Notice of Guaranteed Delivery............................................................
(6) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.....................................................................................
(7) Press Release, dated April 19, 1996......................................................
(8) Form of summary advertisement, dated April 19, 1996......................................
(b) None.....................................................................................
(c) None.....................................................................................
(d) None.....................................................................................
(e) Not Applicable...........................................................................
(f) None.....................................................................................
</TABLE>
<PAGE>
OFFER TO PURCHASE FOR CASH
UP TO 4,400,000 SHARES OF COMMON STOCK
OF
ANACOMP, INC.
IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
AT
$7.75 NET PER SHARE
BY
QUESTOR PARTNERS FUND, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE
EXTENDED, THE "EXPIRATION DATE").
THE OFFER (AS DEFINED HEREIN) APPLIES ONLY TO THE SHARES OF COMMON STOCK OF
ANACOMP, INC. ("NEW SHARES") TO BE ISSUED PURSUANT TO AND SUBSEQUENT TO THE
CONFIRMATION OF THE PLAN (AS DEFINED HEREIN). THE OFFER DOES NOT APPLY TO
CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF ANACOMP, INC. AND QUESTOR
PARTNERS FUND, L.P. (THE "PURCHASER") WILL NOT ACCEPT TENDERS OF SHARES OF
COMMON STOCK OF ANACOMP, INC. ISSUED AND OUTSTANDING PRIOR TO THE EFFECTIVE DATE
OF THE PLAN (AS DEFINED HEREIN).
THE OFFER IS CONDITIONED UPON (I) THERE BEING VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 1,500,000 NEW SHARES,
REPRESENTING APPROXIMATELY 15% OF THE NEW SHARES EXPECTED TO BE OUTSTANDING
FOLLOWING CONSUMMATION OF THE PLAN, (II) THE CONFIRMATION OF THE PLAN, (III) THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, WITH THE TERMS AND CONDITIONS
OF THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WITH THE TERMS AND
CONDITONS OF ALL OTHER SECURITIES OF THE COMPANY EXPECTED TO BE OUTSTANDING
IMMEDIATELY FOLLOWING CONSUMMATION OF THE PLAN AND WITH THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE COMPANY THAT WILL BE IN EFFECT IMMEDIATELY
FOLLOWING THE EFFECTIVE DATE OF THE PLAN, (IV) THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION, THAT CHAPTER 42 OF THE INDIANA BUSINESS CORPORATION LAW
(THE "IBCL"), OR ANY SIMILAR PROVISION OF ANY APPLICABLE LAW, IS INAPPLICABLE TO
THE ACQUISITION OF THE NEW SHARES PURSUANT TO THIS OFFER TO PURCHASE, (V) THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT CHAPTER 43 OF THE IBCL,
OR ANY SIMILAR PROVISION OF ANY APPLICABLE LAW, WILL BE INAPPLICABLE TO THE
PURCHASER FOLLOWING ITS ACQUISITION OF THE NEW SHARES PURSUANT TO THIS OFFER TO
PURCHASE, (VI) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE
COMPANY'S CURRENTLY OUTSTANDING RIGHTS HAVE BEEN REDEEMED, CANCELLED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER, (VII) THE EXPIRATION OR TERMINATION OF ALL
WAITING PERIODS IMPOSED BY THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF
1976, AS AMENDED, AND THE REGULATIONS THEREUNDER, (VIII) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THERE HAS NOT BEEN, AND, PRIOR TO THE
EFFECTIVE DATE OF THE PLAN, THERE WILL NOT BE, ANY MATERIAL CHANGES TO THE PLAN
AND (IX) THE OTHER CONDITIONS DESCRIBED HEREIN.
THE PURCHASER CURRENTLY EXPECTS THE OFFER TO EXPIRE PRIOR TO THE EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN THE OFFER TO PURCHASE. PAYMENT
FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
--------------------------
IMPORTANT
IT IS CURRENTLY ANTICIPATED THAT THE OFFER WILL EXPIRE BEFORE NEW SHARES
HAVE BEEN ISSUED BY ANACOMP, INC. PURSUANT TO THE PLAN. THUS, A SHAREHOLDER WHO
DESIRES TO TENDER NEW SHARES (I) WILL NOT BE ABLE TO TENDER THE CERTIFICATES FOR
SUCH NEW SHARES, (II) WILL NOT BE ABLE TO COMPLY IN A TIMELY MANNER WITH THE
PROCEDURE FOR BOOK-ENTRY TRANSFER AND (III) WILL NOT BE ABLE TO DELIVER ALL
REQUIRED DOCUMENTS TO THE DEPOSITARY (AS DEFINED HEREIN) PRIOR TO THE CURRENTLY
ANTICIPATED EXPIRATION DATE. THEREFORE, A SHAREHOLDER WHO DESIRES TO TENDER ALL
OR ANY PORTION OF SUCH SHAREHOLDER'S NEW SHARES MUST TENDER SUCH NEW SHARES BY
FOLLOWING THE PROCEDURE FOR GUARANTEED DELIVERY SET FORTH IN SECTION 2. UNLESS
THE OFFER IS EXTENDED BEYOND THE EFFECTIVE DATE OF THE PLAN, ALL SHAREHOLDERS
WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE GUARANTEED DELIVERY PROCEDURES
SET FORTH IN SUCH SECTION 2.
IF THE OFFER EXPIRES AFTER THE NEW SHARES HAVE BEEN ISSUED BY ANACOMP, INC.
PURSUANT TO THE PLAN, A SHAREHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF
SUCH SHAREHOLDER'S NEW SHARES MAY DO SO EITHER BY FOLLOWING THE PROCEDURES FOR
GUARANTEED DELIVERY SET FORTH IN SECTION 2 OR BY (I) COMPLETING AND SIGNING THE
LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF IN ACCORDANCE WITH THE
INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, HAVING SUCH SHAREHOLDER'S SIGNATURE
THEREON GUARANTEED IF REQUIRED BY INSTRUCTION 1 TO THE LETTER OF TRANSMITTAL,
MAILING OR DELIVERING THE LETTER OF TRANSMITTAL OR FACSIMILE THEREOF, OR, IN THE
CASE OF A BOOK-ENTRY TRANSFER EFFECTED PURSUANT TO THE PROCEDURE SET FORTH IN
SECTION 2, AN AGENT'S MESSAGE (AS DEFINED HEREIN), AND ANY OTHER REQUIRED
DOCUMENTS TO THE DEPOSITARY AND EITHER DELIVERING THE CERTIFICATES FOR SUCH NEW
SHARES TO THE DEPOSITARY ALONG WITH THE LETTER OF TRANSMITTAL OR FACSIMILE
THEREOF OR DELIVERING SUCH NEW SHARES PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY
TRANSFER SET FORTH IN SECTION 2 OR (II) REQUESTING SUCH SHAREHOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE
TRANSACTION FOR SUCH SHAREHOLDER. A SHAREHOLDER HAVING NEW SHARES REGISTERED IN
THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE IF SUCH SHAREHOLDER DESIRES TO TENDER SUCH NEW SHARES.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER
TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY
BE DIRECTED TO THE INFORMATION AGENT OR TO THE DEALER MANAGER AT THEIR
RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS
OFFER TO PURCHASE.
--------------------------
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
April 19, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<C> <S> <C>
Introduction............................................................................................... 1
The Tender Offer........................................................................................... 3
1. Terms of the Offer; Proration............................................................... 3
2. Procedure for Tendering New Shares.......................................................... 5
3. Withdrawal Rights........................................................................... 8
4. Acceptance for Payment and Payment.......................................................... 9
5. Certain Federal Income Tax Consequences; Tax Matters........................................ 11
6. Price Range of the New Shares; Dividends on the New Shares.................................. 13
7. Effect of the Offer on the Market for the New Shares........................................ 13
8. Certain Information Concerning the Company.................................................. 13
9. Certain Information Concerning the Purchaser................................................ 15
10. Source and Amount of Funds.................................................................. 15
11. Contacts with the Company; Background of the Offer.......................................... 15
12. Purpose of the Offer........................................................................ 17
13. Dividends and Distributions................................................................. 17
14. Certain Conditions of the Offer............................................................. 18
15. Certain Legal Matters....................................................................... 21
16. Fees and Expenses........................................................................... 25
17. Miscellaneous............................................................................... 25
</TABLE>
i
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To the Prospective Holders of New Shares
of Anacomp, Inc. to be Issued Pursuant to the
Second Amended Joint Plan of Reorganization of Anacomp, Inc.
and Certain of Its Subsidiaries:
INTRODUCTION
BACKGROUND
On January 5, 1996 (the "Petition Date"), Anacomp, Inc., an Indiana
corporation (the "Company"), and certain of its subsidiaries filed (the
"Filing") petitions for relief under Chapter 11 of Title 11 of the United States
Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). The Company is currently in
default under substantially all of its debt agreements, including its
outstanding 15% Senior Subordinated Notes due 2000 (the "Notes"), 9% Convertible
Subordinated Debentures due 1996 (the "9% Debentures") and 13.875% Convertible
Subordinated Debentures due 2002 (the "13.875% Debentures" and, together with
the 9% Debentures, the "Debentures"). The Notes and the Debentures are
hereinafter collectively referred to as the "Securities." On March 28, 1996, the
Company and certain of its subsidiaries filed a second amended joint plan of
reorganization (the "Plan") and a disclosure statement with respect thereto,
which disclosure statement, as amended (the "Disclosure Statement"), was
approved by the Bankruptcy Court on that same date. Pursuant to the Plan, among
other things, on the date that the Plan is consummated (the "Effective Date of
the Plan"), (a) 20,000,000 shares of newly issued common stock, par value $.01
per share (such shares, if and when issued, referred to as the "New Shares"),
will be authorized pursuant to the amended and restated articles of
incorporation of the reorganized Company (the "Articles of Incorporation"),
10,000,000 shares of which will be issued on the Effective Date of the Plan, (b)
the Securities and the previously outstanding Common Stock of the Company will
be deemed cancelled and terminated, (c) the Notes will represent the right for
each holder of Notes as of the date specified in the order of the Bankruptcy
Court confirming the Plan (the "Confirmation Order") as the distribution record
date with respect to each class of claimants in the reorganization of the
Company, or, if no such date is specified, the business day immediately prior to
the Effective Date of the Plan (the "Distribution Record Date") to receive, in
full satisfaction of its claim, its pro rata share of (i) $160 million in
principal amount of new senior subordinated notes due 2002 (the "New Senior
Subordinated Notes") and (ii) either (A) 9,250,000 New Shares (if the Debenture
holders as a class vote to accept the Plan) or (B) 10,000,000 New Shares (if the
Debenture holders as a class vote to reject the Plan), (d) if the Debenture
holders as a class vote to accept the Plan, the Debentures will represent the
right for each holder of Debentures as of the Distribution Record Date to
receive, in full satisfaction of its claim, its pro rata share of 750,000 New
Shares and newly issued warrants ("New Warrants") to purchase additional New
Shares and (e) the New Shares, the New Subordinated Notes and the New Warrants
will become effective. If the Debenture holders as a class vote to reject the
Plan, the Plan provides that holders of Debentures will not receive or retain
any property under the Plan and the New Shares, New Warrants and other
consideration that would have been payable to them had they voted as a class to
accept the Plan will instead be distributed to holders of the Notes as of the
Distribution Record Date. The Plan further provides for additional distributions
of New Warrants to holders of the Notes and/or the Debentures if certain classes
of the Company's debt or equity holders vote to reject the Plan.
THE OFFER
Questor Partners Fund, L.P., a Delaware limited partnership (the
"Purchaser"), hereby offers to purchase up to 4,400,000 New Shares at $7.75 per
New Share (the "Offer Price"), net to the seller in cash, upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the related
Letter of Transmittal (which, together with any amendments or supplements hereto
or thereto, collectively constitute the "Offer").
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the sale of New Shares pursuant to the Offer. The
Purchaser will pay all fees and expenses of Salomon Brothers Inc, which is
acting as
1
<PAGE>
Dealer Manager (the "Dealer Manager"), Chemical Mellon Shareholder Services,
L.L.C., which is acting as Depositary (the "Depositary"), and D.F. King & Co.,
Inc., which is acting as Information Agent (the "Information Agent"), incurred
in connection with the Offer. See Section 16.
CONDITIONS TO THE OFFER
THE MINIMUM TENDER CONDITION. THE OFFER IS CONDITIONED UPON, AMONG OTHER
THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION
DATE (AS DEFINED IN SECTION 1) 1,500,000 NEW SHARES (THE "MINIMUM NUMBER OF
SHARES"), WHICH REPRESENT APPROXIMATELY 15% OF THE NEW SHARES EXPECTED TO BE
OUTSTANDING IMMEDIATELY FOLLOWING CONSUMMATION OF THE PLAN (THE "MINIMUM TENDER
CONDITION"). THE PURCHASER RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")),
WHICH IT CURRENTLY HAS NO INTENTION OF EXERCISING, TO WAIVE OR REDUCE THE
MINIMUM TENDER CONDITION AND TO ELECT TO PURCHASE, PURSUANT TO THE OFFER, FEWER
THAN THE MINIMUM NUMBER OF SHARES. SEE SECTIONS 1 AND 14.
Purchaser currently holds $5,300,000 of the Notes that it purchased on March
20, 1996. See Section 11.
THE CONFIRMATION CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE
CONFIRMATION OF THE PLAN BY THE BANKRUPTCY COURT (THE "CONFIRMATION CONDITION").
Although the Disclosure Statement has been approved by the Bankruptcy Court,
the Plan remains subject to confirmation by the Bankruptcy Court
("Confirmation"). The Purchaser will not, under any circumstances, waive the
Confirmation Condition. The Bankruptcy Court has scheduled a hearing on May 17,
1996 to consider the Confirmation of the Plan.
THE SECURITIES AND CORPORATE DOCUMENTS CONDITION. THE OFFER IS ALSO
CONDITIONED UPON THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, WITH THE
TERMS AND CONDITIONS OF THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WITH
THE TERMS AND CONDITIONS OF ALL OTHER SECURITIES OF THE COMPANY THAT ARE
EXPECTED TO BE OUTSTANDING IMMEDIATELY FOLLOWING CONSUMMATION OF THE PLAN AND
WITH THE ARTICLES OF INCORPORATION AND THE BYLAWS OF THE COMPANY (THE "BYLAWS")
THAT WILL BE IN EFFECT IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF THE PLAN (THE
"SECURITIES AND CORPORATE DOCUMENTS CONDITION").
The Purchaser does not expect that the terms and conditions of the
securities to be issued pursuant to the Plan, the Articles of Incorporation and
the Bylaws will be finalized until the date of the hearing by the Bankruptcy
Court with respect to Confirmation of the Plan.
THE CONTROL SHARE CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF
CHAPTER 42 ("CHAPTER 42") OF THE INDIANA BUSINESS CORPORATION LAW (THE "IBCL"),
OR ANY SIMILAR PROVISION OF ANY APPLICABLE LAW, ARE INAPPLICABLE TO THE OFFER
AND TO THE ACQUISITION OF NEW SHARES PURSUANT TO THE OFFER (THE "CONTROL SHARE
CONDITION"). THE PROVISIONS OF CHAPTER 42 ARE DESCRIBED MORE FULLY IN SECTION
15.
Under the IBCL, Chapter 42 will be applicable to the Offer and to the
acquisition of New Shares pursuant to the Offer unless the Articles of
Incorporation or Bylaws expressly provide to the contrary. As indicated above,
the Purchaser does not expect the Articles of Incorporation and Bylaws to be
finalized until Confirmation.
THE BUSINESS COMBINATION CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF
CHAPTER 43 ("CHAPTER 43") OF THE IBCL, OR ANY SIMILAR PROVISION OF ANY
APPLICABLE LAW, WILL BE INAPPLICABLE TO THE PURCHASER FOLLOWING ITS ACQUISITION
OF NEW SHARES PURSUANT TO THE OFFER (THE "BUSINESS COMBINATION CONDITION"). THE
PROVISIONS OF CHAPTER 43 ARE DESCRIBED MORE FULLY IN SECTION 15.
Under the IBCL, Chapter 43 will be applicable to the Purchaser following its
acquisition of New Shares pursuant to the Offer unless either (i) the Board of
Directors of the Company otherwise resolves to the contrary or (ii) the original
Articles of Incorporation expressly provide to the contrary.
2
<PAGE>
THE RIGHTS CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE PURCHASER
BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE COMPANY'S OUTSTANDING RIGHTS
(THE "RIGHTS"), ISSUED PURSUANT TO THE RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT")
DATED AS OF FEBRUARY 4, 1990, BETWEEN THE COMPANY AND MANUFACTURERS HANOVER
TRUST COMPANY, AS RIGHTS AGENT, HAVE BEEN REDEEMED, CANCELLED OR ARE OTHERWISE
INAPPLICABLE TO THE OFFER AND THE ACQUISITION OF NEW SHARES PURSUANT TO THE
OFFER (THE "RIGHTS CONDITION").
THE HART-SCOTT-RODINO CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE
EXPIRATION OR TERMINATION OF ALL WAITING PERIODS IMPOSED BY THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE
REGULATIONS THEREUNDER (THE "HSR ACT") (THE "HSR CONDITION"), IF THE HSR ACT IS
DETERMINED TO BE APPLICABLE TO THE TRANSACTIONS CONTEMPLATED BY THE OFFER.
In the event that the provisions of the HSR Act are applicable to the Offer,
the acquisition of New Shares under the Offer may not be consummated until the
expiration of a 15-day waiting period following the filing by the Purchaser of a
Notification and Report Form with respect to the Offer, unless the Purchaser
receives a request for additional information or documentary material from the
Antitrust Division of the Department of Justice (the "Antitrust Division") or
the Federal Trade Commission (the "FTC") or unless early termination of the
waiting period is granted. If, within the initial 15-day waiting period, either
the Antitrust Division or the FTC requests additional information or material
from the Purchaser concerning the Offer, the waiting period will be extended and
will expire at 11:59 p.m., New York City time, on the tenth calendar day after
the date of substantial compliance by the Purchaser with such request. The HSR
Condition will be satisfied upon the expiration date or termination of all
waiting periods imposed by the HSR Act. See Section 15 for further discussion of
the application of the HSR Act.
THE UNCHANGED PLAN CONDITION. THE OFFER IS ALSO CONDITIONED UPON THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THERE HAVE NOT BEEN, AND
PRIOR TO THE CONSUMMATION OF THE PLAN THERE WILL NOT BE, ANY MATERIAL CHANGES TO
THE PLAN (THE "UNCHANGED PLAN CONDITION").
CERTAIN OF THE CONDITIONS OF THE OFFER REQUIRE BY THEIR TERMS THAT THE
PURCHASER MAKE A FACTUAL OR LEGAL DETERMINATION "IN ITS SOLE DISCRETION." WITH
RESPECT TO EACH SUCH CONDITION, THE PURCHASER WILL ANNOUNCE AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE FINAL EXPIRATION DATE WHETHER SUCH CONDITION HAS BEEN
SATISFIED AS OF THAT TIME; PROVIDED, HOWEVER, THAT THE PURCHASER'S OBLIGATION TO
ACCEPT NEW SHARES PURSUANT TO THE OFFER SHALL REMAIN CONDITIONED UPON THE
PURCHASER'S REASONABLE DETERMINATION THAT EACH SUCH CONDITION REMAINS SATISFIED
AS OF THE DATE OF SUCH ACCEPTANCE.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
THE TENDER OFFER
1. TERMS OF THE OFFER; PRORATION
Upon the terms and subject to the conditions of the Offer, the Purchaser
will accept for payment up to 4,400,000 New Shares validly tendered prior to the
Expiration Date and not theretofore or thereafter withdrawn in accordance with
Section 3. The term "Expiration Date" means 12:00 Midnight, New York City time,
on Thursday, May 16, 1996, unless and until the Purchaser shall have extended
the period of time during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
Subject to the applicable rules and regulations of the Commission, the
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 14 shall have occurred or shall have been determined by the Purchaser
to have occurred, to (i) extend the period of time during which the Offer is
open, and thereby delay acceptance for payment of any New Shares, by giving oral
or written notice of such extension to the Depositary and (ii) amend the Offer
in any other respect by giving oral or written notice of such
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amendment to the Depositary, except that the Purchaser will not waive the
Confirmation Condition. THE PURCHASER SHALL NOT HAVE ANY OBLIGATION TO PAY
INTEREST ON THE PURCHASE PRICE FOR TENDERED NEW SHARES, WHETHER OR NOT THE
PURCHASER EXERCISES ITS RIGHT TO EXTEND THE OFFER.
If by the Expiration Date any or all conditions to the Offer have not been
satisfied or waived, the Purchaser reserves the right (but shall not be
obligated), subject to the applicable rules and regulations of the Commission,
to (i) terminate the Offer and not accept for payment any New Shares and return
all tendered New Shares to tendering shareholders, (ii) waive all the
unsatisfied conditions and, subject to complying with the applicable rules and
regulations of the Commission (subject to the proration procedures described
below), accept for payment New Shares validly tendered prior to the Expiration
Date and not theretofore withdrawn, (iii) extend the Offer and, subject to the
right of shareholders to withdraw New Shares until the Expiration Date, retain
the New Shares that have been tendered during the period or periods for which
the Offer is extended or (iv) amend the Offer.
There can be no assurance that the Purchaser will exercise its right to
extend the Offer. Any extension, waiver, amendment or termination will be
followed as promptly as practicable by public announcement. In the case of an
extension, Rule 14e-1(d) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires that the announcement be issued no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date in accordance with the public announcement
requirements of Rule 14d-4(c) under the Exchange Act. Subject to applicable law
(including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require
that any material change in the information published, sent or given to
shareholders in connection with the Offer be promptly disseminated to
shareholders in a manner reasonably designed to inform shareholders of such
change), and without limiting the manner in which the Purchaser may choose to
make any public announcement, the Purchaser will not have any obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service.
If the Purchaser extends the Offer or if the Purchaser (whether before or
after its acceptance for payment of New Shares) is delayed in its acceptance for
payment of New Shares or it is unable to pay for New Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may retain tendered New Shares on behalf of the
Purchaser, and such New Shares may not be withdrawn except to the extent
tendering shareholders are entitled to withdrawal rights as described in Section
3. However, the ability of the Purchaser to delay the payment for New Shares
that the Purchaser has accepted for payment is limited by Rule 14e-1 under the
Exchange Act, which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of holders of securities
promptly after the termination or withdrawal of such bidder's offer. THE
PURCHASER WILL NOT PAY FOR ANY NEW SHARE, HOWEVER, PRIOR TO RECEIVING THE
CERTIFICATE FOR SUCH NEW SHARE (OR, IN THE CASE OF BOOK-ENTRY PROCEDURES
DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE (AS DEFINED HEREIN)), WHICH CANNOT
OCCUR UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN. SEE SECTION 4 FOR A MORE
DETAILED DISCUSSION OF THE ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE
PURCHASER.
If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. The minimum period during which the Offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of ten business days is generally required to allow for
adequate dissemination to shareholders. IF THE PURCHASER WAIVES THE MINIMUM
TENDER CONDITION IN ACCORDANCE WITH SECTION 14, THE PURCHASER WILL, IF
NECESSARY, EXTEND THE EXPIRATION DATE SO THAT THE OFFER WILL REMAIN OPEN FOR AT
LEAST FIVE BUSINESS DAYS AFTER THE ANNOUNCEMENT OF SUCH WAIVER IS FIRST
PUBLISHED, SENT OR GIVEN TO HOLDERS OF NEW SHARES. THE PURCHASER CURRENTLY
EXPECTS THE OFFER TO EXPIRE PRIOR TO THE EFFECTIVE DATE OF THE PLAN, IN WHICH
CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH THE GUARANTEED DELIVERY
PROCEDURES SET FORTH
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IN SECTION 2, AND PAYMENT FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE
EFFECTIVE DATE OF THE PLAN. IN ADDITION, THE PURCHASER WILL NOT PAY FOR ANY NEW
SHARE PRIOR TO RECEIVING THE CERTIFICATE FOR SUCH NEW SHARE (OR, IN THE CASE OF
BOOK-ENTRY PROCEDURES DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE), WHICH CANNOT
OCCUR UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN. SEE SECTION 4 FOR A MORE
DETAILED DISCUSSION OF THE ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE
PURCHASER.
Consummation of the Offer is conditioned upon satisfaction of the Minimum
Tender Condition, the Confirmation Condition, the Securities and Corporate
Documents Condition, the Control Share Condition, the Business Combination
Condition, the Rights Condition, the HSR Condition and the Unchanged Plan
Condition and the other conditions set forth in Section 14. The Purchaser
reserves the right (but shall not be obligated) to waive any or all of such
conditions.
Upon the terms and subject to the conditions of the Offer, if more than
4,400,000 New Shares are validly tendered prior to the Expiration Date and not
theretofore withdrawn in accordance with Section 3, the Purchaser will
nevertheless accept for payment and pay for only 4,400,000 New Shares, on a pro
rata basis (with appropriate adjustments to avoid purchases of fractional New
Shares) according to the number of New Shares properly tendered by each
shareholder at or prior to the Expiration Date and not theretofore withdrawn. In
the event that such proration of tendered New Shares is required, because of the
difficulty of determining the precise number of New Shares properly tendered and
not withdrawn (due in part to the guaranteed delivery procedure described in
Section 2), the Purchaser does not expect that it will be able to announce the
final results of such proration or pay for any New Shares until at least seven
business days after the Expiration Date. Preliminary results of proration will
be announced by press release as promptly as practicable after the Expiration
Date. Shareholders may obtain such preliminary information from the Information
Agent and may be able to obtain such information from their brokers or financial
advisors.
The Purchaser has requested from the Company lists of persons holding the
Securities for the purpose of disseminating the Offer to prospective holders of
the New Shares. If the Purchaser obtains such lists, this Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed by the
Purchaser to such persons and will be furnished by the Purchaser to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on such lists or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to prospective beneficial owners of New Shares.
2. PROCEDURE FOR TENDERING NEW SHARES
THE PURCHASER CURRENTLY EXPECTS THE OFFER TO EXPIRE PRIOR TO THE EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE GUARANTEED DELIVERY PROCEDURES SET FORTH BELOW.
VALID TENDER. For a shareholder validly to tender New Shares pursuant to
the Offer, either (i) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message) and
any other documents required by the Letter of Transmittal, must be received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase and either certificates for tendered New Shares must be received by
the Depositary at one of such addresses or such New Shares must be delivered
pursuant to the procedure for book-entry transfer set forth below (and a
Book-Entry Confirmation (as defined below) received by the Depositary), in each
case prior to the Expiration Date, or (ii) the tendering shareholder must comply
with the guaranteed delivery procedure set forth below. BECAUSE CERTIFICATES FOR
THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE DATE OF THIS OFFER, AND WILL NOT
BE ISSUED UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN, UNLESS THE PERIOD OF THE
OFFER EXTENDS BEYOND THE EFFECTIVE DATE OF THE PLAN, ALL SHAREHOLDERS WILL BE
REQUIRED TO TENDER IN COMPLIANCE WITH SUCH GUARANTEED DELIVERY PROCEDURES.
The Depositary will establish an account with respect to the New Shares at
The Depository Trust Company and the Midwest Securities Trust Company (the
"Book-Entry Transfer Facilities") for purposes
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of the Offer within two business days after the date of this Offer to Purchase.
Any financial institution that is a participant in any of the Book-Entry
Transfer Facilities' systems may make book-entry delivery of New Shares by
causing a Book-Entry Transfer Facility to transfer such New Shares into the
Depositary's account in accordance with such Book-Entry Transfer Facility's
procedures for such transfer. However, although delivery of New Shares may be
effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees (or
an Agent's Message) and any other required documents, must, in any case, be
transmitted to, and received by, the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
or the tendering shareholder must comply with the guaranteed delivery procedure
described below. The confirmation of a book-entry transfer of New Shares into
the Depositary's account at a Book-Entry Transfer Facility as described above is
referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. FURTHER,
SUCH BOOK-ENTRY TRANSFERS WILL NOT BE POSSIBLE BEFORE THE EFFECTIVE DATE OF THE
PLAN AND THE SUBSEQUENT ISSUANCE OF CERTIFICATES FOR THE NEW SHARES. UNLESS THE
PERIOD OF THE OFFER EXTENDS BEYOND THE EFFECTIVE DATE OF THE PLAN, ALL
SHAREHOLDERS WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE GUARANTEED
DELIVERY PROCEDURES SET FORTH BELOW.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the New Shares that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF NEW SHARES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. NEW SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of
Transmittal if (i) the Letter of Transmittal is signed by the registered holder
of New Shares (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of the New Shares) tendered
therewith and such registered holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal or (ii) such New Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each of the foregoing being referred to as an "Eligible Institution"). In all
other cases, all signatures on the Letters of Transmittal must be guaranteed by
an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal.
If the certificates for New Shares are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made or
certificates for New Shares not tendered or not accepted for payment are to be
issued to a person other than the registered holder of the certificates
surrendered, the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names of
the registered holders or owners appear on the certificates, with the signatures
on the certificates or stock powers guaranteed as aforesaid. See Instruction 5
to the Letter of Transmittal.
GUARANTEED DELIVERY. If a shareholder desires to tender New Shares pursuant
to the Offer and such shareholder's certificates for New Shares have not yet
been issued, are not immediately available,
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the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Depositary prior to the
Expiration Date, such shareholder's tender may be effected if all the following
conditions are met:
(i)
such tender is made by or through an Eligible Institution;
(ii)
a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Purchaser is received by
the Depositary, as provided below, prior to the Expiration Date; and
(iii)
the certificates for all tendered New Shares, in proper form for
transfer (or a Book-Entry Confirmation with respect to such New
Shares), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees
(or in the case of a book-entry transfer, an Agent's Message) and any other
documents required by the Letter of Transmittal, are received by the
Depositary within three New York Stock Exchange, Inc. ("NYSE") trading days
after receipt of New Shares by the tendering shareholder pursuant to the
Plan or, if later, within three NYSE trading days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand to the Depositary
or transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a guarantee by an Eligible Institution in the form set forth in
such Notice of Guaranteed Delivery.
UNLESS THE PERIOD OF THE OFFER EXTENDS BEYOND THE EFFECTIVE DATE OF THE
PLAN, ALL SHAREHOLDERS WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THESE
INSTRUCTIONS FOR GUARANTEED DELIVERY. SHAREHOLDERS TENDERING IN ACCORDANCE WITH
THESE GUARANTEED DELIVERY PROCEDURES WILL NOT BE REQUIRED TO DELIVER
CERTIFICATES FOR THE NEW SHARES UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN. IN
ADDITION, THE PURCHASER WILL NOT PAY FOR ANY NEW SHARE PRIOR TO RECEIVING THE
CERTIFICATE FOR SUCH NEW SHARE (OR, IN THE CASE OF BOOK-ENTRY PROCEDURES
DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE), WHICH CANNOT OCCUR UNTIL AFTER THE
EFFECTIVE DATE OF THE PLAN. SEE SECTION 4 FOR A MORE DETAILED DISCUSSION OF THE
ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE PURCHASER.
Notwithstanding any other provision hereof, payment for New Shares accepted
for payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (i) certificates for (or a timely Book-Entry
Confirmation with respect to) such New Shares, (ii) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message), and (iii) any other documents required by the Letter of Transmittal.
Accordingly, tendering shareholders may be paid at different times depending
upon when certificates for New Shares or Book-Entry Confirmations are actually
received by the Depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
NEW SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER
OR ANY DELAY IN MAKING SUCH PAYMENT.
The valid tender of New Shares pursuant to one of the procedures described
above will constitute a binding agreement between the tendering shareholder and
the Purchaser upon the terms and subject to the conditions of the Offer.
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APPOINTMENT. By executing a Letter of Transmittal as set forth above, the
tendering shareholder will irrevocably appoint designees of the Purchaser as
such shareholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full extent
of such shareholder's rights with respect to the New Shares tendered by such
shareholder and accepted for payment by the Purchaser and with respect to any
and all other New Shares or other securities or rights issued or issuable in
respect of such New Shares on or after the Distribution Record Date. All such
proxies shall be considered coupled with an interest in the tendered New Shares
and other securities or rights. Such appointment will be effective when, and
only to the extent that, the Purchaser accepts for payment New Shares tendered
by such shareholder as provided herein. Upon such acceptance for payment, all
prior powers of attorney and proxies given by such shareholder with respect to
such New Shares or other securities or rights will, without further action, be
revoked and no subsequent powers of attorney and proxies may be given (and, if
given, will not be deemed effective). The designees of the Purchaser will
thereby be empowered to exercise all voting and other rights with respect to
such New Shares or other securities or rights in respect of any annual, special
or adjourned meeting of the Company's shareholders, or otherwise, as they in
their sole discretion deem proper. The Purchaser reserves the right to require
that, in order for New Shares to be deemed validly tendered, immediately upon
the Purchaser's acceptance for payment of such New Shares, the Purchaser must be
able to exercise full voting and other rights with respect to such New Shares
and other securities or rights, including voting at any meeting of shareholders
then scheduled.
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of New
Shares will be determined by the Purchaser in its sole discretion, which
determination will be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right
to waive any defect or irregularity in any tender with respect to any particular
New Shares, whether or not similar defects or irregularities are waived in the
case of other New Shares. No tender of New Shares will be deemed to have been
validly made until all defects or irregularities relating thereto have been
cured or waived. None of the Purchaser, the Depositary, the Information Agent,
the Dealer Manager or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Purchaser's interpretation of the
terms and conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
BACKUP WITHHOLDING. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a shareholder surrendering
New Shares in the Offer must provide the Depositary with such shareholder's
correct taxpayer identification number ("TIN") on a Substitute Form W-9 and
certify under penalties of perjury that such TIN is correct and that such
shareholder is not subject to backup withholding. Certain shareholders
(including, among others, all corporations and certain foreign individuals and
entities) are not subject to backup withholding. If a shareholder does not
provide its correct TIN or fails to provide the certifications described above,
the Internal Revenue Service ("IRS") may impose a penalty on such shareholder
and payment of cash to such shareholder pursuant to the Offer may be subject to
backup withholding at a rate of 31%. All shareholders surrendering New Shares
pursuant to the Offer should complete and sign the main signature form and the
Substitute Form W-9 included as part of the Letter of Transmittal to provide the
information and certification necessary to avoid backup withholding (unless an
applicable exemption exists and is proved in a manner satisfactory to the
Purchaser and the Depositary). Noncorporate foreign shareholders should complete
and sign the main signature form and a Form W-8, Certificate of Foreign Status,
a copy of which may be obtained from the Depositary, in order to avoid backup
withholding. See Instruction 9 to the Letter of Transmittal. For other Federal
income tax consequences, see Section 5.
3. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 3, tenders of New Shares are
irrevocable. New Shares tendered pursuant to the Offer may be withdrawn pursuant
to the procedures set forth below at any time
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prior to the Expiration Date and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after the
Expiration Date. In addition, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, New Shares may also be withdrawn at any time on
or after Tuesday, June 18, 1996.
In addition, all New Shares tendered and not otherwise withdrawn will be
deemed to have been withdrawn and will be returned to shareholders if (i) the
Plan is amended so as to result in fewer New Shares being issued per $1,000
principal amount of Securities than is currently contemplated by the Plan or
(ii) the Offer expires prior to the Effective Date of the Plan and the Effective
Date of the Plan does not occur on or before the twentieth day following the
Expiration Date.
For a withdrawal (other than a deemed withdrawal pursuant to the immediately
preceding paragraph) to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase and
must specify the name of the person having tendered the New Shares to be
withdrawn, the number of New Shares to be withdrawn and the name of the
registered holder of the New Shares to be withdrawn, if different from the name
of the person who tendered the New Shares. If certificates for New Shares have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such New Shares
have been tendered by an Eligible Institution, the signatures on the notice of
withdrawal must be guaranteed by an Eligible Institution. If New Shares have
been delivered pursuant to the procedure for book-entry transfer as set forth in
Section 2, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn New Shares and otherwise comply with such Book-Entry Transfer
Facility's procedures. Withdrawals of tenders of New Shares may not be
rescinded, and any New Shares properly withdrawn will thereafter be deemed not
validly tendered for any purposes of the Offer. However, withdrawn New Shares
may be retendered by again following one of the procedures described in Section
2 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser in its sole
discretion, which determination will be final and binding. None of the
Purchaser, the Depositary, the Information Agent, the Dealer Manager, or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
4. ACCEPTANCE FOR PAYMENT AND PAYMENT
Upon the terms and subject to the conditions of the Offer (including, (i) if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment and (ii) the proration procedures set forth in Section 1), the
Purchaser will accept for payment up to 4,400,000 New Shares validly tendered
prior to the Expiration Date and not properly withdrawn in accordance with
Section 3. Any determination concerning the satisfaction of such terms and
conditions will be within the sole discretion of the Purchaser, and such
determination will be final and binding on all tendering shareholders. See
Sections 1 and 14. The Purchaser expressly reserves the right, in its sole
discretion, to delay acceptance for payment of or payment for New Shares in
order to comply in whole or in part with any applicable law, including the HSR
Act. Any such delays will be effected in compliance with Rule 14e-1(c) under the
Exchange Act (relating to the Purchaser's obligation to pay for or return
tendered New Shares promptly after the termination or withdrawal of the Offer).
Purchaser intends to file with respect to the Offer a Notification and
Report Form with respect to the Offer under the HSR Act if such a filing is
required. The waiting period under the HSR Act with respect to the Offer will
expire at 11:59 p.m., New York City time, on the 15th day after the date such
form is filed, unless early termination of the waiting period is granted. In
addition, the Antitrust Division or the FTC may
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extend the waiting period by requesting additional information or documentary
material from the Purchaser. If such a request is made, such waiting period will
expire at 11:59 p.m., New York City time, on the 10th day after substantial
compliance by the Purchaser with such request. See Section 15 for additional
information concerning the HSR Act and the applicability of the antitrust laws
to the Offer.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, PAYMENT FOR NEW SHARES ACCEPTED
FOR PAYMENT PURSUANT TO THE OFFER WILL IN ALL CASES BE MADE ONLY AFTER TIMELY
RECEIPT BY THE DEPOSITARY OF (I) CERTIFICATES FOR (OR A TIMELY BOOK-ENTRY
CONFIRMATION WITH RESPECT TO) SUCH NEW SHARES, (II) A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF), PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED
SIGNATURE GUARANTEES (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S
MESSAGE) AND (III) ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL.
ACCORDINGLY, TENDERING SHAREHOLDERS MAY BE PAID AT DIFFERENT TIMES DEPENDING
UPON WHEN CERTIFICATES FOR NEW SHARES OR BOOK-ENTRY CONFIRMATIONS ARE ACTUALLY
RECEIVED BY THE DEPOSITARY. THE PER NEW SHARE CONSIDERATION PAID TO ANY
SHAREHOLDER PURSUANT TO THE OFFER WILL BE THE HIGHEST PER NEW SHARE
CONSIDERATION PAID TO ANY OTHER SHAREHOLDER PURSUANT TO THE OFFER.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment New Shares properly tendered to the Purchaser and not withdrawn as, if
and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance for payment of such New Shares. Payment for New Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering shareholders. THE PURCHASER CURRENTLY
EXPECTS THE OFFER TO EXPIRE PRIOR TO THE EFFECTIVE DATE OF THE PLAN, IN WHICH
CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH THE GUARANTEED DELIVERY
PROCEDURES, AND PAYMENT FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE
EFFECTIVE DATE OF THE PLAN. IN ADDITION, THE PURCHASER WILL NOT PAY FOR ANY NEW
SHARE PRIOR TO RECEIVING THE CERTIFICATE FOR SUCH NEW SHARE (OR, IN THE CASE OF
BOOK-ENTRY PROCEDURES DESCRIBED IN SECTION 2, AN AGENT'S MESSAGE), WHICH CANNOT
OCCUR UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN. SEE SECTION 4 FOR A MORE
DETAILED DISCUSSION OF THE ACCEPTANCE AND PAYMENT FOR NEW SHARES BY THE
PURCHASER. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF
THE NEW SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
If the Purchaser is delayed in its acceptance for payment of or payment for
New Shares or is unable to accept for payment or pay for New Shares pursuant to
the Offer for any reason, then, without prejudice to the Purchaser's rights
under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange
Act, which requires that a tender offeror pay the consideration offered or
return the tendered securities promptly after the termination or withdrawal of a
tender offer), the Depositary may, nevertheless, on behalf of the Purchaser,
retain tendered New Shares, and any such New Shares may not be withdrawn except
to the extent tendering shareholders are entitled to exercise, and duly
exercise, withdrawal rights as described in Section 3. THE PASSING OF THE TIME
PERIOD AFTER THE EXPIRATION DATE UP UNTIL DELIVERY OF THE CERTIFICATES FOR THE
NEW SHARES (OR, IN THE CASE OF BOOK-ENTRY PROCEDURES, AN AGENT'S MESSAGE) TO THE
DEPOSITARY SHALL NOT CONSTITUTE, IN ANY WAY, A DELAY IN THE PURCHASER'S PAYMENT
FOR THE NEW SHARES.
If any tendered New Shares are not purchased pursuant to the Offer because
of proration, an invalid tender or otherwise, certificates for any such New
Shares will be returned, without expense to the tendering shareholder (or, in
the case of New Shares delivered by book-entry transfer of such New Shares into
the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 2, such New Shares will be credited to an account
maintained at the appropriate Book-Entry Transfer Facility), as promptly as
practicable after the expiration or termination of the Offer.
The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, the right to purchase New Shares tendered pursuant to the
Offer, but any such transfer or assignment will not
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relieve the Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering shareholders to receive payment for New Shares
validly tendered and accepted for payment pursuant to the Offer.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES; TAX MATTERS
CONSEQUENCES TO TENDERING SHAREHOLDERS. The following is a discussion of
certain United States Federal income tax consequences of the sale of New Shares
pursuant to the Offer by United States citizens and resident individuals,
domestic corporations and other persons and entities subject to Federal income
taxation on a net income basis with respect to New Shares. This summary, which
is presented for information purposes only, is based on current law, applicable
Treasury regulations, judicial authority and current administrative rulings and
practices (all of which are subject to change). No rulings will be requested
from the IRS as to the Federal income tax consequences of the Offer.
This summary does not discuss the effects of state, local or foreign tax
laws, or the tax consequences to shareholders that are in special situations
(such as tax-exempt organizations, insurance companies or dealers in stock and
securities), shareholders that received their New Shares pursuant to the
exercise of employee stock options, employee stock purchase plans or otherwise
as compensation or shareholders that do not hold their New Shares as "capital
assets" within the meaning of Section 1221 of the Internal Revenue Code 1986, as
amended (the "Code"). This summary also does not discuss the proper tax
treatment of the New Shares issued pursuant to the Plan, or any of the exchanges
of securities pursuant thereto.
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY
STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER. MOREOVER,
SHAREHOLDERS SHOULD BE AWARE THAT UNDER TAX LEGISLATION PROPOSED BUT NOT ENACTED
IN 1995, THE FEDERAL INCOME TAX RATE FOR INDIVIDUALS ON LONG-TERM CAPITAL GAINS
WOULD BE SIGNIFICANTLY LOWER THAN THE RATE IMPOSED ON ORDINARY INCOME. IT IS NOT
POSSIBLE TO PREDICT WHETHER SIMILAR LEGISLATION WILL BE ENACTED OR, IF SO, WHAT
THE EFFECTIVE DATE OF SUCH LEGISLATION MIGHT BE.
The Offer will be treated as a taxable transaction for federal income tax
purposes, and each tendering shareholder will recognize capital gain or loss
equal to the difference between the amount realized by such shareholder and such
shareholder's aggregate adjusted tax basis in the New Shares surrendered. A
tendering shareholder's amount realized will equal the amount of cash received
pursuant to the Offer. As set forth in the Disclosure Statement, a shareholder's
adjusted tax basis in the New Shares will depend upon whether the New Shares are
received in a taxable or tax-free exchange and the relative fair market values
of the New Senior Subordinated Notes and the New Shares. Shareholders should
consult their own tax advisor to determine their tax basis in New Shares
tendered pursuant to the Offer.
Gain or loss recognized pursuant to the Offer will be long-term capital gain
or loss if, as of the date the New Shares are accepted for payment, the New
Shares have a tax holding period of more than one year. As set forth in the
Disclosure Statement, a shareholder's tax holding period for the New Shares
would include its holding period in the Securities if the New Shares are
received in a tax-free exchange and would begin on the day after the Effective
Date if received in a taxable exchange. Shareholders should consult their own
tax advisors to determine their tax holding period in New Shares tendered
pursuant to the Offer.
BACKUP WITHHOLDING AND INFORMATION REPORTING. In general, information
reporting requirements will apply to the amount received by shareholders in the
Offer if the amount received constitutes "reportable payments." Federal income
tax law requires that a shareholder receiving consideration in the Offer must
provide the Depositary (as payor) with such shareholder's correct TIN, which, in
the case of a shareholder who is an individual, is his or her social security
number, and certain other information,
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or otherwise establish a basis for exemption from backup withholding. Exempt
shareholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and information
reporting requirements.
If the Depositary is not provided with the correct TIN or an adequate basis
for exemption, the shareholder may be subject to a penalty imposed by the IRS
and the amount received by the shareholder in the Offer may be subject to a 31%
backup withholding tax. If withholding results in an overpayment of taxes, a
refund or credit may be obtained, provided the required information is provided
to the IRS.
To prevent backup withholding, each shareholder must complete the Substitute
Form W-9 that will be provided with the Letter of Transmittal for exchanging
such shareholder's certificate for New Shares and either (i) provide the
shareholder's correct TIN and certain other information under penalties of
perjury or (ii) provide an adequate basis for exemption.
POTENTIAL ADDITIONAL LIMITATION ON UTILIZATION OF NET OPERATING LOSS
CARRYFORWARDS. In general, Section 382 of the Code provides that, following an
"ownership change" as defined therein, a corporation's ability to utilize its
net operating loss carryforwards and certain realized "built-in-losses" ("NOLs")
to offset future taxable income is limited to an annual amount equal to the
value of the corporation at the time it undergoes the ownership change
multiplied by a statutory rate published monthly by the United States Department
of Treasury (5.31% for April 1996) (the "Section 382 Limitation"). In general,
an ownership change occurs if there is a more than 50 percent increase in the
ownership of the corporation's stock over a three-year period (or the period
since the last ownership change if shorter) by certain "5% shareholders" over
the lowest percentage owned by such 5% shareholders during such period. In
general, 5% shareholders include persons that own directly or indirectly more
than 5% of the value of the Company's stock, persons receiving stock in direct
issuances from the Company (including the public), and certain beneficial owners
of entities that are 5% shareholders.
As stated in the Disclosure Statement, the Company will undergo an ownership
change as of the Effective Date of the Plan and, accordingly, the Company's
pre-Effective Date NOLs will be subject to the Section 382 Limitation. Although
the matter is not free from doubt, and it is possible that the purchase of New
Shares pursuant to the Offer could be treated for tax purposes as occurring
before or on the Effective Date of the Plan, the Purchaser believes that it is
likely that the consummation of the Offer and the purchase of New Shares will be
treated as occurring after the Effective Date. Assuming the purchase of New
Shares is treated as occurring after the Effective Date, because the Offer is
for no more than 4,400,000 New Shares (which will represent approximately 44% of
the Company's equity value), consummation of the Offer should not, by itself,
cause the Company to undergo a subsequent ownership change. Consummation of the
Offer likely would, however, cause the Company to approach a subsequent
ownership change, and future events, some of which are beyond the control of the
Company and the Purchaser, could cause the Company to undergo an ownership
change in the future (a "Second Ownership Change"). The effect of a Second
Ownership Change would be (i) to subject any NOLs that may have accrued between
the Effective Date of the Plan and the Second Ownership Change date to a Section
382 Limitation calculated as of the Second Ownership Change date and (ii) to
subject the pre-Effective Date NOLs to the lower of (A) the Section 382
Limitation that results from the consummation of the Plan and (B) the Section
382 Limitation that results from the Second Ownership Change. It is not possible
to predict whether a Second Ownership Change will occur, or whether any such
Second Ownership Change would be adverse to the Company or its shareholders. If
the purchase of New Shares pursuant to the Offer were deemed to occur for tax
purposes on the Effective Date, the purchase should not count toward a Second
Ownership Change. If the purchase of New Shares pursuant to the Offer were
deemed to occur for tax purposes prior to the Effective Date, it is possible
that the purchase could cause an ownership change to occur prior to the
Effective Date, possibly with adverse consequences to the Company's ability to
utilize its NOLs.
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6. PRICE RANGE OF THE NEW SHARES; DIVIDENDS ON THE NEW SHARES
The New Shares have not yet been issued, are not currently traded and never
have been traded on a registered stock exchange. The Company has never paid any
dividends with respect to the New Shares. Prospective holders of New Shares are
encouraged to contact their brokers or financial advisors to obtain the best
available information relating to the New Shares.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE NEW SHARES
The Plan contemplates that 10,000,000 New Shares will be issued and
outstanding immediately following the Effective Date.
The Common Stock of the Company previously traded on the New York Stock
Exchange and the Chicago Stock Exchange. Trading was halted before the opening
of such exchanges on January 8, 1996 as a result of the Filing. The Common Stock
was then delisted on January 17, 1996.
The New Shares are not currently listed and traded on any national stock
exchange. However, it is anticipated that the New Shares may begin trading among
brokers on a "when-issued" basis following Confirmation. When the New Shares are
issued pursuant to the Plan, the purchase of New Shares pursuant to the Offer
will reduce the number of potential holders of New Shares and the number of New
Shares that might otherwise trade publicly and could adversely affect the
liquidity and market value of the remaining New Shares held by the public.
8. CERTAIN INFORMATION CONCERNING THE COMPANY
THE INFORMATION CONCERNING THE COMPANY CONTAINED IN THIS OFFER TO PURCHASE
HAS BEEN TAKEN FROM OR IS BASED UPON PUBLICLY AVAILABLE DOCUMENTS AND RECORDS ON
FILE WITH THE COMMISSION AND OTHER PUBLIC SOURCES, INCLUDING THE DISCLOSURE
STATEMENT AND THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO.
THE PURCHASER, THE INFORMATION AGENT AND THE DEALER MANAGER CANNOT TAKE
RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN
SUCH DOCUMENTS AND RECORDS, OR FOR ANY FAILURE BY THE COMPANY TO DISCLOSE EVENTS
THAT MAY HAVE OCCURRED OR MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF ANY SUCH
INFORMATION BUT THAT ARE UNKNOWN TO THE PURCHASER, THE INFORMATION AGENT OR THE
DEALER MANAGER.
THE COMPANY. The Company is the world's leading full-service provider of
micrographics systems, services and supplies with over 15,000 customers in over
65 countries. Micrographics is the conversion of information stored in digital
form or on paper to microfilm or microfiche. Computer Output Microfilm ("COM")
converts textual and graphical digital information at high speed directly from a
computer or magnetic tape to microfilm or microfiche.
The Company was incorporated in Indiana in 1968. By 1986, it had become,
through acquisitions and internal growth, the leading company in the data
service center segment of the micrographics industry.
In the early 1990's, the Company, recognizing the evolution of technologies
competing with COM, modified its strategic objective to become a provider of
information and image management products and services. Today, in addition to
being the world's largest provider of COM solutions for image and information
management, the Company offers electronic image management products and
services. These include writable/erasable magneto-optical disks, CD-R (Compact
Disk, Recordable) optical disks and CD-ROM (Compact Disk, Read Only Memory)
optical disk storage systems. The Company is also a major manufacturer and
distributor of computer tape products used by data processing operations.
Additionally, the Company provides image and data conversion services whereby
documents in human readable form are scanned and digitized for storage on any of
the various electronic storage media. The Company's fiscal 1995 revenue was
$591.2 million and operating income (income before special and restructuring
charges, interest, other income and income taxes) was $41.4 million.
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AVAILABLE INFORMATION. The information contained herein with respect to the
Company, the Notes, the Debentures and the Plan is derived solely from the Plan
and from the Disclosure Statement filed by the Company pursuant to Section 1125
of the Bankruptcy Code and approved by the Bankruptcy Court at a hearing held on
March 28, 1996 (the "Disclosure Statement Hearing") and reports filed by the
Company with the Commission and is qualified in its entirety by such statement
and such reports. The Disclosure Statement was prepared for the purpose of
soliciting acceptances to the Plan and for no other purpose. The Purchaser takes
no responsibility for the accuracy or completeness of the information contained
in the Disclosure Statement or in such reports concerning the Company or the
Plan.
Copies of the Disclosure Statement and the Plan are on file with the
Bankruptcy Court. Copies of the Disclosure Statement and the Plan may be
obtained from Logan & Company, Inc., 615 Washington Street, 2nd Floor, Hoboken,
New Jersey 07030. The Disclosure Statement contains financial information and
projections pertaining to the Company. THIS OFFER HAS NOT BEEN APPROVED BY THE
BANKRUPTCY COURT, AND THIS OFFER IS NOT A SOLICITATION OF VOTES FOR THE PLAN.
The Company is currently subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and should be available at the Commission's
regional offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
THE BANKRUPTCY. On the Petition Date, the Company and certain of its
subsidiaries filed petitions for relief with the Bankruptcy Court under Chapter
11 of the Bankruptcy Code.
By order dated March 28, 1996, the Bankruptcy Court approved the Disclosure
Statement, concluding that the Disclosure Statement contained "adequate
information," as that term is defined in Section 1125 of the Bankruptcy Code, so
as to enable persons entitled to vote on the Plan to make an informed judgment
as to whether to accept or reject the Plan. The Disclosure Statement
specifically provides that (i) the information contained in the Disclosure
Statement (including the financial information) is included solely for the
purpose of soliciting acceptances of the Plan and (ii) the Disclosure Statement
has not been approved by the Commission or any state securities commission, nor
have any such commissions passed upon the accuracy or adequacy of the
information contained therein. In that same order, the Bankruptcy Court set
April 11, 1996 as the date by which the Company was required to mail the
Disclosure Statement and the Plan to persons entitled to vote on the Plan,
including all persons who were holders of the Securities on March 28, 1996.
Additionally, the Bankruptcy Court set May 8, 1996 as the deadline for casting
ballots for accepting or rejecting the Plan and for filing objections to the
Plan.
The hearing to consider Confirmation of the Plan is presently scheduled to
commence in the Bankruptcy Court on May 17, 1996 at 10:00 a.m. The Plan sets
forth, among other things, the distributions that holders of allowed claims
against and interests in the Company, including holders of the Securities on the
Distribution Record Date, will receive if the Plan is confirmed and consummated.
Pursuant to Section 1127 of the Bankruptcy Code, the proponent of a plan may,
subject to certain limitations, modify a plan at any time before confirmation.
Additionally, a proponent of a plan may, subject to certain limitations, modify
a plan after confirmation and before substantial consummation of such plan, if
circumstances warrant such modification and the bankruptcy court, after notice
and a hearing, confirms such plan as modified.
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9. CERTAIN INFORMATION CONCERNING THE PURCHASER
The Purchaser, a limited partnership organized under the laws of the state
of Delaware, was formed to acquire interests in, among others, companies that
are underperforming, distressed or Chapter 11 debtors but offer the potential
for improvement with the application of an appropriate level of capital and
turnaround management expertise. The general partner of the Purchaser is Questor
General Partner, L.P., a limited partnership organized under the laws of
Delaware ("QGP"), whose sole business is to act as general partner of the
Purchaser. The general partner of QGP is Questor Principals, Inc., a Delaware
corporation, the business of which is to act as general partner of QGP and of
Questor Side-by-Side Partners, L.P., a limited partnership organized under the
laws of Delaware ("SBS"). Day-to-day management of the Purchaser is conducted by
Questor Management Company, a Delaware corporation.
The sole directors and shareholders of Questor Principals, Inc. and Questor
Management Company are Jay Alix, Melvyn N. Klein, Dan W. Lufkin and Edward L.
Scarff. Mr. Alix, who also serves as President and Chief Executive Officer of
Questor Principals, Inc. and Questor Management Company, is the founder, and for
the past five years has been a principal, of Jay Alix & Associates, a
nationally-recognized turnaround and crisis management firm based in Southfield,
Michigan. Mr. Klein is a merchant banker and attorney who currently acts, and
for the past five years has acted, as the managing general partner of GKH
Investments, L.P., a $550 million equity investment partnership that is not
participating in the Offer. Mr. Lufkin was a co-founder of Donaldson, Lufkin &
Jenrette and is currently, and for the past five years has been, a private
investor. Mr. Scarff is a former president of Transamerica Corporation and is
currently, and for the past five years has been, a private investor. The
executive officers of the Questor entities are Mr. Alix and Robert E. Shields.
Before joining the Questor entities in January 1995, Mr. Shields was a partner
in the Philadelphia-based law firm of Drinker Biddle & Reath, where at various
times during the past five years he served as chief financial officer, a
managing partner and head of the firm's business and finance group.
The Purchaser may enter into an agreement with SBS pursuant to which the
Purchaser will transfer to SBS a percentage of the New Shares received by the
Purchaser as a result of the Offer.
The principal offices of the Purchaser, QGP and Questor Principals, Inc. are
located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware
19810. The principal offices of Questor Management Company are located at 4000
Town Center, Suite 530, Southfield, Michigan 48075.
10. SOURCE AND AMOUNT OF FUNDS
The total amount of funds required by the Purchaser to purchase 4,400,000
New Shares pursuant to the Offer and to pay fees and expenses related to the
Offer is estimated to be approximately $35,500,000. The Purchaser has committed
equity capital well in excess of that amount. The Purchaser is authorized to
employ the equity capital of Purchaser for the purchase of the New Shares
pursuant to the Offer.
11. CONTACTS WITH THE COMPANY; BACKGROUND OF THE OFFER
In May 1995, Smith Barney Inc. ("Smith Barney"), a financial advisor to the
Company, provided the Purchaser with certain publicly available filings by the
Company and suggested the Purchaser evaluate the Company. The Purchaser sent a
letter to Smith Barney, dated May 18, 1995, expressing interest in the Company.
A few conversations occurred between Smith Barney and the Purchaser between May
1995 and August 1995, but no substantive discussions ensued.
In a meeting in September 1995, between representatives of the Purchaser and
representatives of Chanin and Company ("Chanin"), the financial advisor to the
informal committee of holders of the Notes (the "Informal Committee"), Chanin
suggested that the Purchaser look more closely at the Company. Following the
execution of a confidentiality agreement, dated September 21, 1995, between the
Purchaser and Stroock & Stroock & Lavan, legal counsel to the Informal
Committee, Chanin provided the Purchaser with certain information about the
Company, including a business plan and certain operating projections by product
line, to assist the Purchaser in its evaluation of the Company.
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On October 23, 1995, the Company and the Purchaser executed a
confidentiality agreement, following which the Company provided additional
information about the Company to the Purchaser to assist the Purchaser in its
evaluation of the Company in connection with its interest in entering into a
possible transaction with the Company.
In November and early December, 1995, representatives of the Purchaser met
twice with representatives of the Company in Atlanta, Georgia, to discuss the
Company's historical financial results, operating and financial projections and
various market and technology issues. Based on those meetings, the Purchaser
advised the Company that it would be interested in discussing a recapitalization
of the Company which would include a cash infusion by the Purchaser in return
for the issuance to the Purchaser of new equity and debt of the Company.
In December 1995, the Company indicated to the Purchaser that while it was
interested in pursuing further the Purchaser's interest in the Company, it would
also continue to seek a consensual agreement with its lenders for a debt
restructuring that would not involve any additional investment in the Company.
On December 12, 1995, the Company provided the Purchaser with $100,000 as an
advance payment to cover its out-of-pocket investigation expenses. From December
14, 1995, through December 28, 1995, the Purchaser, with assistance from its
advisors, conducted a detailed investigation of the Company, which included
visits to the Company's principal facilities and meetings with the Company's
senior management. The Purchaser's investigation included a detailed review and
analysis of the Company's historical financial results, operating and financial
projections, market position and technology. In addition, representatives of the
Purchaser attended previously scheduled Company senior management meetings held
on December 20 and 21, 1995, in Atlanta, Georgia, the primary focus of which was
the results for fiscal 1995 and financial projections for fiscal 1996.
During November and December, 1995, representatives of the Purchaser also
held discussions with Chanin and representatives of the Company's senior debt
holders regarding the structure of a possible recapitalization of the Company
which would be acceptable to them and the Company.
On December 28, 1995, the Purchaser provided the Company and the
representatives of the Informal Committee and the Company's senior debt holders
with a term sheet for a proposed recapitalization of the Company which included
a capital commitment by the Purchaser. On December 28, 1995, representatives of
the Purchaser were informed by a representative of the Informal Committee and a
representative of the Company's senior debt holders that certain provisions of
the Purchaser's term sheet were not acceptable to them. There were no additional
substantive discussions between the Purchaser and the Company, and on January 5,
1996, the Company announced that it had filed a pre-negotiated plan of
reorganization under Chapter 11 of the Bankruptcy Code.
Starting on February 29, 1996, Salomon Brothers Inc, on behalf of the
Purchaser, initiated discussions with several holders of the Notes and the
Debentures regarding the purchase of those securities. No agreements were
reached as a result of these discussions. On March 20, 1996, the Purchaser
purchased $5,300,000 of the Notes in the open market.
On March 27, 1996, following informal discussions with the Company's Chief
Executive Officer, the Purchaser sent a letter to the Company and to the
Chairman of the Creditors Committee (as hereinafter defined) of the Company
indicating that the Purchaser would consider a tender offer for the New Shares
if the Purchaser obtained assurances from at least two of the largest
institutional holders of the Securities that they would participate in the
tender. On March 28, 1996, following the Bankruptcy Court hearing at which the
Company's Disclosure Statement was approved, a transcribed office conference
before United States Bankruptcy Judge Helen S. Balick was held, during which the
Purchaser informed the Bankruptcy Court of its plans as indicated above. The
Purchaser and Salomon Brothers Inc had discussions through April 5, 1996 with
some of the largest institutional holders of the Securities, but were unable to
reach an acceptable agreement. At the request of the Official Creditors
Committee of the Company (the "Creditors' Committee"), representatives of the
Purchaser participated in a telephone meeting on April 8, 1996 with members of
the Creditors' Committee, the Creditors' Committee's legal
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counsel and the Company's legal counsel, during which the Purchaser responded to
questions regarding its March 27, 1996 letter. The Purchaser subsequently
decided to proceed with the tender offer without assurances from any of the
largest institutional holders of the Securities.
The Purchaser believes that, as of the date hereof, all material information
obtained by the Purchaser in connection with its evaluation of the Company, or
updated versions thereof, is included in the Company's public filings with the
Commission or the Disclosure Statement.
The Purchaser has reviewed the Disclosure Statement and intends to vote in
favor of the Plan, subject to any changes in the terms and conditions of the
Plan.
12. PURPOSE OF THE OFFER
The Purchaser is making the Offer to obtain a significant equity position in
the Company. The Purchaser believes that the Company is underperforming, but has
potential for improvement with the infusion of an appropriate amount of capital
and the application of turnaround management expertise.
The Purchaser believes that the reorganized Company would benefit from an
additional equity infusion. While the Purchaser believes that such infusion is
not necessary for the reorganized Company to pursue its business plans as
outlined in the Disclosure Statement, with additional funds the reorganized
Company would have more resources to pursue a more aggressive acquisition
strategy in the near future.
Following the consummation of this Offer, the Purchaser intends to discuss
its views regarding an additional equity infusion with the Company's Board of
Directors. If the Company's Board of Directors is supportive of the Purchaser's
views, the Purchaser would discuss with the Company's Board of Directors the
terms and structure of an additional equity infusion, including the terms upon
which the Purchaser (possibly together with the other shareholders of the
Company) would provide a portion of the additional equity.
The Purchaser intends to request that the Company provide the Purchaser with
appropriate representation on the Company's Board of Directors.
Except as set forth above, the Purchaser does not have any plans that relate
to or would result in: an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the present Board of Directors or management of the
Company including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on its Board
of Directors; any material change in the present capitalization or dividend
policy of the Company; any other material change in the Company's corporate
structure or business; a class of securities of the Company being delisted from
a national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
or a class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act.
13. DIVIDENDS AND DISTRIBUTIONS
If, on or after April 19, 1996, the Company should (a) split, combine or
otherwise change the New Shares or its capitalization, (b) acquire or otherwise
cause a reduction in the number of outstanding New Shares or other securities,
(c) issue or sell additional New Shares (other than the issuance of New Shares
pursuant to the Plan), shares of any other class of capital stock, other voting
securities or any securities convertible into or exchangeable for, or rights,
warrants or options, conditional or otherwise, to acquire, any of the foregoing,
or (d) merge or consolidate with or into any other entity, then, subject to the
provisions of Section 14, the Purchaser, in its sole discretion, may make such
adjustments as it deems appropriate in the Offer Price and other terms of the
Offer, including, without limitation, the number or type of securities offered
to be purchased.
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If, on or after April 19, 1996, the Company should declare or pay any cash
dividend on the New Shares or other distribution on the New Shares, or issue
with respect to the New Shares any additional New Shares, shares of any other
class of capital stock, other voting securities or any securities convertible
into, or rights, warrants or options, conditional or otherwise, to acquire, any
of the foregoing, payable or distributable to shareholders of record on a date
prior to the transfer of the New Shares purchased pursuant to the Offer to the
Purchaser or its nominee or transferee on the Company's stock transfer records,
then, subject to the provisions of Section 14, (a) the Offer Price may, in the
sole discretion of the Purchaser, be reduced by the amount of any such cash
dividend or cash distribution and (b) the whole of any such noncash dividend,
distribution or issuance to be received by the tendering shareholders will (i)
be received and held by the tendering shareholders for the account of the
Purchaser and will be required to be promptly remitted and transferred by each
tendering shareholder to the Depositary for the account of the Purchaser,
accompanied by appropriate documentation of transfer, or (ii) at the direction
of the Purchaser, be exercised for the benefit of the Purchaser, in which case
the proceeds of such exercise will promptly be remitted to the Purchaser.
Pending such remittance and subject to applicable law, the Purchaser will be
entitled to all rights and privileges as owner of any such noncash dividend,
distribution, issuance or proceeds and may withhold the entire Offer Price or
deduct from the Offer Price the amount of value thereof, as determined by the
Purchaser in its sole discretion.
14. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other term or provision of the Offer, the Purchaser will
not be required to accept for payment any New Shares not theretofore accepted
for payment unless (1) the Minimum Tender Condition shall have been satisfied,
(2) the Confirmation Condition shall have been satisfied, (3) the Securities and
Corporate Documents Condition shall have been satisfied, (4) the Control Share
Condition shall have been satisfied, (5) the Business Combination Condition
shall have been satisfied, (6) the Rights Condition shall have been satisfied,
(7) the Unchanged Plan Condition shall have been satisfied and (8) any waiting
period under the HSR Act applicable to the purchase of New Shares pursuant to
the Offer shall have expired or been terminated. Furthermore, notwithstanding
any other term or provision of the Offer, the Purchaser will not be required to
accept for payment and may terminate or amend the Offer if, at any time on or
after April 19, 1996 and before the acceptance of such New Shares for payment,
any of the following events or facts shall have occurred:
(a)
there shall be threatened, instituted or pending any action,
proceeding, application or counterclaim by any government or
governmental, regulatory or administrative authority or agency, domestic,
foreign or supranational (each, a "Government Entity"), or by any other
person, domestic or foreign, before any court or Governmental Entity, (i)
challenging or seeking to, or which is reasonably likely to, make illegal,
delay or otherwise directly or indirectly restrain or prohibit, or seeking
to, or which is reasonably likely to, impose voting, procedural, price or
other requirements, in addition to those required by Federal securities laws
and the IBCL (each as in effect on the date of this Offer to Purchase), in
connection with the making of the Offer, the acceptance for payment of, or
payment for, some of or all the New Shares by the Purchaser or any affiliate
of Purchaser, (ii) seeking to prohibit or limit the ownership or operation
by the Purchaser or any affiliate of the Purchaser of any portion of the
business or assets of the Company and its subsidiaries or of the Purchaser
or any affiliate of the Purchaser or to compel the Purchaser or any
affiliate of the Purchaser to dispose of or hold separate all or any portion
of the business or assets of the Company or any of its subsidiaries or of
the Purchaser or any affiliate of the Purchaser or seeking to impose any
limitation on the ability of the Purchaser or any affiliate of the Purchaser
to conduct such business or own such assets, (iii) seeking to impose or
confirm limitations on the ability of the Purchaser or any affiliate of the
Purchaser effectively to exercise full rights of ownership of the New
Shares, including, without limitation, the right to vote any New Shares
acquired or owned by the Purchaser or any affiliate of the Purchaser on all
matters properly presented to the Company's shareholders, (iv) seeking to
require divestiture by the Purchaser or any affiliate of the Purchaser of
any New Shares, (v) seeking any material diminution in the benefits expected
to be derived by the Purchaser or any affiliate of the Purchaser as a result
of the transactions contemplated by the Offer, (vi) otherwise directly or
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indirectly relating to the Offer or which otherwise, in the sole judgment of
the Purchaser, might materially adversely affect the Company or any of its
subsidiaries or the Purchaser or any affiliate of the Purchaser or the value
of the New Shares or (vii) in the sole judgment of the Purchaser, materially
adversely affecting the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries;
(b)
there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,
enacted, enforced, promulgated, amended, issued or deemed applicable to (i)
the Purchaser or any affiliate of the Purchaser or the Company or any of its
subsidiaries or (ii) the Offer or any merger or other similar business
combination by the Purchaser or any affiliate of the Purchaser with the
Company, by any government, legislative body or court, domestic, foreign or
supranational, or other governmental entity, other than the routine
application of the waiting period provisions of the HSR Act to the Offer,
that, in the sole judgment of the Purchaser, might, directly or indirectly,
result in any of the consequences referred to in clauses (i) through (vii)
of paragraph (a) above;
(c)
any change shall have occurred or been threatened (or any condition,
event or development shall have occurred or been threatened involving
a prospective change) in the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries that, in the sole judgment of the
Purchaser, is or may be materially adverse to the Company or any of its
subsidiaries, or the Purchaser shall have become aware of any facts that, in
the sole judgment of the Purchaser, have or may have material adverse
significance with respect to either the value of the Company or any of its
subsidiaries or the value of the New Shares to the Purchaser or any
affiliate of the Purchaser;
(d)
there shall have occurred or been threatened (apart from the
circumstances existing as of the date of this Offer to Purchase, as
such circumstances are set forth in the Disclosure Statement, the Plan and
this Offer to Purchase) (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or
in the over-the-counter market in the United States, (ii) any extraordinary
or material adverse change in the financial markets or major stock exchange
indices in the United States or abroad or in the market price of New Shares,
(iii) any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the sole judgment
of the Purchaser, have a material adverse effect upon the business,
properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or otherwise), operations, licenses or franchises,
results of operations or prospects of the Company or any of its subsidiaries
or the trading in, or value of, the New Shares, (iv) any material change in
United States currency exchange rates or any other currency exchange rates
or a suspension of, or limitation on, the markets therefor, (v) a
declaration of a banking moratorium or any suspension of payments in respect
of banks in the United States, (vi) any limitation (whether or not
mandatory) by any government, domestic, foreign or supranational, or other
governmental entity on, or other event that, in the sole judgment of the
Purchaser, might affect, the extension of credit by banks or other lending
institutions, (vii) a commencement of a war or armed hostilities or other
national or international calamity directly or indirectly involving the
United States or (viii) in the case of any of the foregoing existing at the
time of the commencement of the Offer, a material acceleration or worsening
thereof;
(e)
the Company or any of its subsidiaries shall have (apart from the
circumstances existing as of the date of this Offer to Purchase, as
such circumstances are set forth in the Disclosure Statement, the Plan, and
this Offer to Purchase) (i) split, combined or otherwise changed, or
authorized or proposed a split, combination or other change of, the New
Shares or its capitalization, (ii) acquired or otherwise caused a reduction
in the number of, or authorized or proposed the acquisition or other
reduction in the number of, outstanding New Shares or other securities,
(iii) issued or sold, or authorized or proposed the issuance, distribution
or sale of, additional New
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Shares, share of any other class of capital stock, other voting securities
or any securities convertible into or exchangeable for, or rights, warrants
or options, conditional or otherwise, to acquire, any of the foregoing, (iv)
declared or paid, or proposed to declare or pay, any dividend or other
distribution, whether payable in cash, securities or other property, on or
with respect to any shares of capital stock of the Company, (v) altered or
proposed to alter any material term of any outstanding security (including
the Rights) other than to amend the Rights Agreement to make the Rights
inapplicable to the Offer, (vi) incurred any debt other than in the ordinary
course of business or any debt containing burdensome covenants, (vii)
authorized, recommended, proposed or entered into an agreement with respect
to any merger, consolidation, liquidation, dissolution, business
combination, acquisition of assets, disposition of assets, release or
relinquishment of any material contractual or other right of the Company or
any of its subsidiaries or any comparable event not in the ordinary course
of business, (viii) authorized, recommended, proposed or entered into, or
announced its intention to authorize, recommend, propose or enter into, any
agreement or arrangement with any person or group that in the sole judgement
of the Purchaser could adversely affect either the value of the Company or
any of its subsidiaries or the value of the shares to the Purchaser or any
affiliate of the Purchaser, (ix) entered into any employment, severance or
similar agreement, arrangement or plan with or for the benefit of any of its
employees other than in the ordinary course of business or entered into or
amended any agreements, arrangements or plans so as to provide for increased
or accelerated benefits to the employees as a result of or in connection
with the transactions contemplated by the Offer or (x) except as may be
required by law, taken any action to terminate or amend any employee benefit
plan (as defined in Section 3(2) of the Employee Retirement Income Security
Act of 1974, as amended ) of the Company or any of its subsidiaries, or the
Purchaser shall have become aware of any such action that was not disclosed
in publicly available filings prior to the date hereof;
(f)
a tender or exchange offer for any New Shares shall have been made or
publicly proposed to be made by any other person (including the
Company or any of its subsidiaries or affiliates), or it shall have been
publicly disclosed or the Purchaser shall have otherwise learned that (i)
any person, entity (including the Company or any of its subsidiaries) or
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall
have acquired or proposed to acquire beneficial ownership of more than 5% of
any class or series of capital stock of the Company (including the New
Shares), through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any right, option or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 5% of
any class or series of capital stock of the Company (including the New
Shares), other than acquisitions for bona fide arbitrage purposes only and
other than acquisitions by financial institutions, (ii) any person or group
shall have entered into a definitive agreement or an agreement in principle
or made a proposal with respect to a tender offer or exchange offer or a
merger, share exchange, consolidation or other business combination with or
involving the Company or (iii) any person shall have filed a Notification
and Report Form under the HSR Act (or amended a prior filing to increase the
applicable filing threshold set forth therein) or made a public announcement
reflecting an intent to acquire the Company or any assets or subsidiaries of
the Company; or
(g)
any approval, permit, authorization, favorable review or consent of
any Governmental Entity (including those described or referred to in
Section 15) shall not have been obtained on terms satisfactory to Purchaser
in its sole discretion;
which, in the sole judgment of the Purchaser in any such case, and regardless of
the circumstances (including any action or inaction by the Purchaser or any
affiliate of the Purchaser) giving rise to any such condition, makes it
inadvisable to proceed with the Offer and/or with such acceptance for payment.
The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to any
such condition or may be waived by the Purchaser in whole or in part at any time
and from time to time in its sole discretion. The failure by the Purchaser at
any time to exercise any of the foregoing rights will not be deemed a waiver of
any such right, and the waiver of any such right with respect to particular
facts and circumstances will not be
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deemed a waiver with respect to any other facts and circumstances and each such
right will be deemed an ongoing right that may be asserted at any time and from
time to time. Any determination by the Purchaser concerning the events described
in this Section 14 will be final and binding upon all parties.
15. CERTAIN LEGAL MATTERS
Based on a review of publicly available filings made by the Company with the
Commission, other publicly available information concerning the Company, the
review of certain information furnished by the Company to Purchaser and
discussions of representatives of the Purchaser with representatives of the
Company during the Purchaser's investigation of the Company, except as otherwise
described in this Offer to Purchase, the Purchaser is not aware of any license
or regulatory permit that appears to be material to the business of the Company
and its subsidiaries, taken as a whole, that might be adversely affected by the
Purchaser's acquisition of New Shares as contemplated herein or of any approval
or other action by any Governmental Entity that would be required for the
acquisition or ownership of New Shares by the Purchaser as contemplated herein.
Should any such approval or other action be required, the Purchaser currently
contemplates that such approval or other action will be sought, except as
described below under "State Takeover Laws". While, except as otherwise
expressly described in this Section 15, the Purchaser does not presently intend
to delay the acceptance for payment of or payment for New Shares tendered
pursuant to the Offer pending the outcome of any such matter, there can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that failure to obtain
any such approval or other action might not result in consequences adverse to
the Company's business or that certain parts of the Company's business might not
have to be disposed of if such approvals were not obtained or such other actions
were not taken or in order to obtain any such approval or other action. If
certain types of adverse action are taken with respect to the matters discussed
below, the Purchaser could decline to accept for payment or pay for any New
Shares tendered. See Section 14 for certain conditions to the Offer.
STATE TAKEOVER LAWS. A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to
attempts to acquire securities of corporations that are incorporated or have
assets, shareholders, executive offices or places of business in such states. In
EDGAR V. MITE CORP., the Supreme Court of the United States held that the
Illinois Business Takeover Act, which involved state securities laws that made
the takeover of certain corporations more difficult, imposed a substantial
burden on interstate commerce and therefore was unconstitutional. In CTS CORP.
V. DYNAMICS CORP. OF AMERICA, however, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining shareholders, provided that such laws were applicable
only under certain conditions. Subsequently, a number of Federal courts ruled
that various state takeover statutes were unconstitutional insofar as they apply
to corporations incorporated outside the state of enactment.
Except as described herein, the Purchaser has not attempted to comply with
any state takeover statutes in connection with the Offer. The Purchaser reserves
the right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, the Purchaser
might be unable to accept for payment or pay for New Shares tendered pursuant to
the Offer or be delayed in continuing or consummating the Offer. In such case,
the Purchaser may not be obligated to accept for payment or pay for any New
Shares tendered. See Section 14.
CHAPTER 42 OF THE IBCL. Chapter 42 provides, in general, that the shares of
an issuing public corporation (as defined below) acquired in a control share
acquisition (as defined below) will not have voting rights unless (a) the
corporation's articles of incorporation or bylaws provide that Chapter 42 does
not apply to control share acquisitions of shares of the corporation before the
control share acquisition or (b) such voting rights are granted pursuant to a
shareholder resolution approved by (i) each voting group entitled to vote
separately on the resolution by a majority of votes entitled to be cast by that
voting
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group, with the holders of the outstanding shares of a class being entitled to
vote as a separate voting group if the proposed control share acquisition would,
if fully carried out, result in (A) an increase or decrease in the aggregate
number of authorized shares of the class, (B) effect an exchange or
reclassification of all or part of the shares of the class into shares of
another class, (C) effect an exchange or reclassification, or create the right
of exchange, of all or part of the shares of the class, (D) change the
designation, rights, preferences, or limitations of all or part of the shares of
the class, (E) change the shares of all or part of the class into a different
number of shares of the same class, (F) create a new class of shares having
rights or preferences with respect to distributions or to dissolution that are
prior, superior, or substantially equal to the shares of the class, (G) limit or
deny an existing preemptive right of all or part of the shares of the class or
(H) cancel or otherwise affect rights to distribution or dividends that have
accumulated but not yet been declared on all or part of the shares of the class
and (ii) each voting group entitled to vote separately on the proposal by a
majority of all the votes entitled to be cast by that group, excluding all
interested shares.
As used in Chapter 42:
"Control share acquisition" means the acquisition (directly or indirectly)
by any person, including all acquisitions within 90 days before or after the
date of the acquisition that results in a control share acquisition, of
ownership of, or the power to direct the exercise of voting power with respect
to, shares of an issuing public corporation that, except for Chapter 42, would
have voting power that, when added to all other shares of the Issuing Public
Corporation owned by a person or in respect to which that person may exercise or
direct the exercise of voting power, would entitle that person, immediately
after acquisition of the shares (directly or indirectly, alone or as a part of a
group), to exercise or direct the exercise of the voting power of the issuing
public corporation in the election of directors within any one of the following
ranges of voting power: (i) one-fifth or more but less than one-third of all
voting power; (ii) one-third or more but less than a majority of all voting
power; or (iii) a majority of all voting power.
"Interested shares" means the shares of an issuing public corporation in
respect of which any of the following persons may exercise or direct the
exercise of voting power of the corporation in the election of directors: (i) an
acquiring person or member of a group with respect to a control share
acquisition; (ii) any officer of the issuing public corporation; and (iii) any
employee of the issuing public corporation who is also a director of the
corporation.
"Issuing public corporation" means a corporation that has (i) one hundred or
more shareholders, (ii) its principal place of business, its principal office,
or substantial assets within Indiana, and (iii) either (a) more than 10% of its
shareholders resident in Indiana, (b) more than 10% of its shares owned by
Indiana residents, or (c) 10,000 shareholders resident in Indiana, in all cases
with shares held by banks, brokers or nominees being disregarded for purposes of
calculating such percentages or numbers.
Any person who proposes to make or has made a control share acquisition may
at that person's election deliver an acquiring person statement to the issuing
public corporation at the issuing public corporation's principal office. The
acquiring person statement must set forth (i) the identity of the acquiring
person and each other member of any group of which the person is a part for
purposes of determining control shares, (ii) a statement that the acquiring
person statement is given pursuant to Chapter 42, (iii) the number of shares of
the issuing public corporation owned (directly or indirectly) by the acquiring
person and each other member of the group, (iv) the range of voting power under
which the control share acquisition falls or would, if consummated, fall, and
(v) if the control share acquisition has not taken place, (a) a description in
reasonable detail of the terms of the proposed control share acquisition and (b)
representations of the acquiring person, together with a statement in reasonable
detail of the facts upon which they are based, that the proposed control share
acquisition, if consummated, will not be contrary to law, and that the acquiring
person has the financial capacity to make the control share acquisition.
If requested by the acquiring person at the time of delivery of the
acquiring person statement, and if the acquiring person undertakes to pay the
corporation's expenses of a special meeting, the directors of the issuing public
corporation shall, within 10 days of that time, call a special meeting of
shareholders of
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the issuing public corporation for the purpose of considering the voting rights
to be accorded the shares acquired or to be acquired in the control share
acquisition. Such meeting shall be held within 50 days and, if requested by the
acquiring person, no sooner than 30 days, after receipt by the issuing public
corporation of the request, unless the acquiring person otherwise agrees to
another date. Further, if no request is made, the voting rights to be accorded
the shares acquired in the control share acquisition shall be presented to the
next special or annual meeting of the shareholders.
If authorized in a corporation's articles of incorporation or bylaws before
a control share acquisition has occurred, control shares acquired in a control
share acquisition with respect to which no acquiring person statement has been
filed with the issuing public corporation may, at any time during the period
ending sixty days after the last acquisition of control shares by the acquiring
person, be subject to redemption by the corporation at the fair market value
thereof pursuant to the procedures adopted by the corporation. Control shares
acquired in a control share acquisition are not subject to redemption after an
acquiring person statement has been filed unless the shares are not accorded
full voting rights by shareholders.
Further, unless otherwise provided in a corporation's articles of
incorporation or bylaws before a control share acquisition has occurred, in the
event control shares acquired in a control share acquisition are accorded full
voting rights and the acquiring person has acquired control shares with a
majority or more of all voting power, all shareholders of the issuing public
corporation have dissenters' rights to receive the fair value of their shares
pursuant to Chapter 44 of the IBCL, fair value meaning a value not less than the
highest price paid per share by the acquiring person in the control share
acquisition.
The foregoing summary of Chapter 42 does not purport to be complete and is
qualified in its entirety by reference to the provisions of Chapter 42.
PURSUANT TO THE CONTROL SHARE CONDITION, THE OFFER IS CONDITIONED UPON THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT CHAPTER 42, OR ANY
SIMILAR PROVISION OF ANY APPLICABLE LAW, IS INAPPLICABLE TO THE ACQUISITION OF
NEW SHARES PURSUANT TO THE OFFER.
CHAPTER 43 OF THE IBCL. Chapter 43, in general, prohibits an Indiana
"resident domestic corporation" such as the Company from engaging in a "business
combination" (defined as a variety of transactions, including mergers, as set
forth below) with an "interested shareholder" (defined generally as a person
that is the beneficial owner of 10% or more of a corporation's outstanding
voting stock) for a period of five years following the date that such person
became an interested shareholder unless (a) prior to the date such person became
an interested shareholder, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
shareholder becoming an interested shareholder or (b) the proposed transaction
meets numerous conditions relating to price, nature, timing and consideration.
Under Chapter 43, the restrictions described above do not apply if, among
other things (a) the resident domestic corporation's original articles of
incorporation contains a provision expressly electing not to be governed by
Chapter 43; (b) the resident domestic corporation, by action of its
shareholders, adopts an amendment to its articles of incorporation or by-laws
expressly electing not to be governed by Chapter 43, provided that, in addition
to any other vote required by law, such amendment to the certificate of
incorporation or by-laws must be approved by the affirmative vote of a majority
of the shares entitled to vote, which amendment would not be effective until 18
months after the adoption of such amendment and would not apply to any business
combination between the resident domestic corporation and any person who became
an interested shareholder of the corporation on or prior to the date of such
adoption; or (c) the corporation does not have a class of voting stock that is
registered with the Commission under Section 12 of the Securities Exchange Act
of 1934 (the "Exchange Act"), unless the corporation's articles of incorporation
provide otherwise; or (d) a shareholder becomes an interested shareholder
"inadvertently" and thereafter divests itself of a sufficient number of shares
so that such shareholder ceases to be an interested shareholder. Under Chapter
43, the restrictions described above also do not apply to certain business
combinations proposed by an interested shareholder following the
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announcement or notification of one of certain extraordinary transactions
involving the corporation and an interested shareholder with the approval of a
majority of the resident domestic corporation's directors.
As used in Chapter 43:
"Business combination" means (1) any merger of the resident domestic
corporation or any subsidiary of the resident domestic corporation with: (A) the
interested shareholder; or (B) any other corporation (whether or not itself an
interested shareholder of the resident domestic corporation) that is, or after
the merger or consolidation would be, an affiliate or associate of the
interested shareholder. (2) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with the interested shareholder or any affiliate or associate of the
interested shareholder of assets of the resident domestic corporation or any
subsidiary of the resident domestic corporation: (A) having an aggregate market
value equal to 10% or more of the aggregate market value of all the assets,
determined on a consolidated basis, of the resident domestic corporation; (B)
having an aggregate market value equal to 10% or more of the aggregate market
value of all the outstanding shares of the resident domestic corporation; or (C)
representing 10% or more of the earning power or net income, determined on a
consolidated basis, of the resident domestic corporation. (3) The issuance or
transfer by the resident domestic corporation or any subsidiary of the resident
domestic corporation (in one transaction or a series of transactions) of any
shares of the resident domestic corporation or any subsidiary of the resident
domestic corporation that have an aggregate market value equal to 5% or more of
the aggregate market value of all the outstanding shares of the resident
domestic corporation to the interested shareholder or any affiliate or associate
of the interested shareholder except under the exercise of warrants or rights to
purchase shares offered, or a dividend or distribution paid or made, pro rata to
all shareholders of the resident domestic corporation. (4) The adoption of any
plan or proposal for the liquidation or dissolution of the resident domestic
corporation proposed by, or under any agreement, arrangement or understanding
(whether or not in writing) with, the interested shareholder or any affiliate or
associate of the interested shareholder. (5) Any: (A) reclassification of
securities (including, without limitation, any share split, share dividend or
other distribution of shares in respect of shares, or any reverse share split);
(B) recapitalization of the resident domestic corporation; (C) merger or
consolidation of the resident domestic corporation with any subsidiary of the
resident domestic corporation; or (D) other transaction (whether or not with or
into or otherwise involving the interested shareholder); proposed by, or under
any agreement, arrangement or understanding (whether or not in writing) with,
the interested shareholder or any affiliate or associate of the interested
shareholder, that has the effect (directly or indirectly) of increasing the
proportionate share of the outstanding shares of any class or series of voting
shares or securities convertible into voting shares of the resident domestic
corporation or any subsidiary of the resident domestic corporation that is
directly or indirectly owned by the interested shareholder or any affiliate or
associate of the interested shareholder, except as a result of immaterial
changes due to fractional share adjustments. (6) Any receipt by the interested
shareholder or any affiliate or associate of the interested shareholder of the
benefit (directly or indirectly, except proportionately as a shareholder of the
resident domestic corporation), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax advantages provided
by or through the resident domestic corporation.
"Resident domestic corporation" means a corporation that has one hundred or
more shareholders.
"Interested shareholder" means any person that is (1) the beneficial owner,
directly or indirectly, of ten percent (10%) or more of the voting power of the
outstanding voting shares of the resident domestic corporation; or (2) an
affiliate or associate of the resident domestic corporation and at any time
within the five (5) year period immediately before the date in question was the
beneficial owner, directly or indirectly, of ten percent (10%) or more of the
voting power of the then outstanding shares of the resident domestic
corporation.
The foregoing summary of Chapter 43 does not purport to be complete and is
qualified in its entirety by reference to the provisions of Chapter 43.
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PURSUANT TO THE BUSINESS COMBINATION CONDITION, THE OFFER IS CONDITIONED
UPON THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS
OF CHAPTER 43, OR ANY SIMILAR PROVISION OF ANY APPLICABLE LAW, WILL BE
INAPPLICABLE TO THE PURCHASER FOLLOWING ITS ACQUISITION OF NEW SHARES PURSUANT
TO THE OFFER.
ANTITRUST. The Purchaser intends to file with respect to the Offer a
Notification and Report Form with respect to the Offer under the HSR Act if such
a filing is required. The waiting period under the HSR Act with respect to the
Offer will expire at 11:59 p.m., New York City time, on the 15th calendar day
after the date such form is filed, unless early termination of the waiting
period is granted. In addition, the Antitrust Division or the FTC may extend the
waiting period by requesting additional information or documentary material from
the Purchaser. If such request is made, such waiting period will expire at 11:59
p.m., New York City time, on the tenth day after substantial compliance by
Purchaser with such request. Only one extension of the waiting period pursuant
to a request for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court order or with the
consent of the Purchaser. In practice, complying with a request for additional
information or material can take a significant amount of time. In addition, if
the Antitrust Division or the FTC raises substantive issues in connection with a
proposed transaction, the parties frequently engage in negotiations with the
relevant governmental agency concerning possible means of addressing those
issues and may agree to delay consummation of the transaction while such
negotiations continue.
The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the Purchaser's proposed acquisition
of the Company. At any time before or after the Purchaser's purchase of New
Shares pursuant to the Offer, the Antitrust Division or FTC could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of New Shares pursuant to the
Offer or seeking the divestiture of New Shares acquired by the Purchaser or the
divestiture of substantial assets of the Purchaser or its subsidiaries, or the
Company or its subsidiaries. Private parties may also bring legal action under
the antitrust laws under certain circumstances. There can be no assurance that a
challenge to the Offer on antitrust grounds will not be made or, if such a
challenge is made, of the results thereof.
16. FEES AND EXPENSES
Salomon Brothers Inc is acting as Dealer Manager in connection with the
Offer and has provided certain financial advisory services to Purchaser in
connection with the Offer. Salomon Brothers Inc will receive from Purchaser (i)
a dealer manager fee of up to $550,000 (if 4,400,000 New Shares are tendered),
(ii) a financial advisory fee of $200,000 payable if the transaction is
consummated and at least 2,862,015 New Shares are accepted for payment and paid
for pursuant to the Offer and (iii) reimbursement of all reasonable
out-of-pocket expenses. In addition, Purchaser has agreed to indemnify the
Dealer Manager and certain related persons against certain liabilities and
expenses, including certain liabilities under the Federal securities laws.
The Purchaser has retained D.F. King & Co., Inc. to act as the Information
Agent and Chemical Mellon Shareholder Services, L.L.C. to serve as the
Depositary in connection with the Offer. The Information Agent and the
Depositary each will receive reasonable and customary compensation for their
services, be reimbursed for certain reasonable out-of-pocket expenses and be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under the Federal securities laws.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager) in connection with the
solicitation of tenders of New Shares pursuant to the Offer. Brokers, dealers,
banks and trust companies will be reimbursed by the Purchaser upon request for
customary mailing and handling expenses incurred by them in forwarding material
to their customers.
17. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of New Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in
25
<PAGE>
compliance with the laws of such jurisdiction. The Purchaser is not aware of any
jurisdiction in which the making of the Offer or the tender of New Shares in
connection therewith would not be in compliance with the laws of such
jurisdiction. To the extent the Purchaser becomes aware of any state law that
would limit the class of offerees in the Offer, the Purchaser will amend the
Offer and, depending on the timing of such amendment, if any, will extend the
Offer to provide adequate dissemination of such information to holders of New
Shares prior to the expiration of the Offer. In any jurisdiction the securities,
blue sky or other laws of which require the Offer to made by a licensed broker
or dealer, the Offer is being made on behalf of the Purchaser by the Dealer
Manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER
OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
The Purchaser has filed with the Commission the Schedule 14D-1 pursuant to
Rule 14d-3 under the Exchange Act, furnishing certain additional information
with respect to the Offer. A copy of such document, and any amendments thereto,
including exhibits, should be available for inspection and copies should be
obtainable in the manner set forth in Sections 8 and 9 (except that they will
not be available at the regional offices of the Commission).
QUESTOR PARTNERS FUND, L.P.
April 19, 1996
26
<PAGE>
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
P.O. Box 817 120 Broadway, 13th Floor 120 Broadway, 13th Floor
Midtown Station New York, New York 10271 New York, New York 10271
New York, New York 10018 Attention: Reorganization Attention: Reorganization
Attention: Reorganization Department Department
Department
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions
Only)
(201) 329-8936
CONFIRM BY TELEPHONE:
(201) 296-4100
</TABLE>
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect) or
(800) 290-6428 (Toll Free)
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
Seven World Trade Center
New York, NY 10048
(212) 783-3957 (Call Collect)
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
ANACOMP, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 19, 1996
BY
QUESTOR PARTNERS FUND, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
P.O. Box 817 120 Broadway, 13th Floor 120 Broadway, 13th Floor
Midtown Station New York, New York 10271 New York, New York 10271
New York, New York 10018 Attention: Reorganization Attention: Reorganization
Attention: Reorganization Department Department
Department
</TABLE>
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(201) 329-8936
CONFIRM BY TELEPHONE:
(201) 296-4100
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders of Anacomp,
Inc. (the "Company") either if certificates ("Share Certificates") evidencing
New Shares (as defined below) are to be forwarded herewith or if delivery of New
Shares is to be made by book-entry transfer to the account of Chemical Mellon
Shareholders Services, L.L.C. (the "Depositary") at The Depository Trust Company
or the Midwest Securities Trust Company (each, a "Book-Entry Transfer Facility"
and collectively, the "Book-Entry Transfer Facilities") pursuant to the book-
entry transfer procedure described in Section 2 of the Offer to Purchase (as
defined below). Delivery of documents to a Book-Entry Transfer Facility in
accordance with such Book-Entry Transfer Facility's procedures does not
constitute delivery to the Depositary.
Shareholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their New Shares must do so
pursuant to the guaranteed delivery procedure described in Section 2 of the
Offer to Purchase. See Instruction 2.
<PAGE>
/ / CHECK HERE IF NEW SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
Account Number ____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF NEW SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): ______________________________________
Window Ticket No. (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution which Guaranteed Delivery: __________________________
If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
Account Number ________________________________________________________
Transaction Code Number _________________________________________________
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF NEW SHARES TENDERED
<CAPTION>
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Share Certificate(s) and New Share(s) Tendered
appear(s) on Share Certificate(s)) (Attach additional list, if necessary)
<S> <C> <C> <C>
Total Number
of New Shares
Share Evidenced by Number of
Certificate Share New Shares
Number(s)* Certificate(s)* Tendered**
Total New
Shares
* Need not be completed by shareholders delivering New Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all New Shares evidenced by each Share Certificate
delivered to the Depositary are being tendered hereby. See Instruction 4.
</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Questor Partners Fund, L.P., a Delaware
limited partnership (the "Purchaser"), the above-described shares of newly
issued common stock, par value $.01 per share (the "New Shares"), of Anacomp,
Inc., an Indiana corporation (the "Company"), pursuant to Purchaser's offer to
purchase up to 4,400,000 New Shares, if and when such New Shares are issued
pursuant to the Second Amended Joint Plan of Reorganization of the Company and
certain of the Company's subsidiaries, at a price of $7.75 per New Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 19, 1996 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). The undersigned
understands that the Purchaser reserves the right to transfer or assign, in
whole at any time, or in part from time to time, to one or more of its
affiliates, the right to purchase all or any portion of the New Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering shareholders to receive payment for New Shares validly
tendered and accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the New Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Purchaser all right, title and interest in and to all the New
Shares that are being tendered hereby (and any and all non-cash dividends,
distributions, rights, other shares or other securities issued or issuable in
respect of such New Shares) and rights declared, paid or distributed in respect
of such New Shares (collectively, "Distributions") on or after the Effective
Date of the Plan (as defined in the Offer to Purchase), and irrevocably appoints
the Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such New Shares and all Distributions, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates evidencing such New
Shares and all Distributions, or transfer ownership of such New Shares and all
Distributions on the account books maintained by a Book-Entry Transfer Facility,
together, in either case, with all accompanying evidence of transfer and
authenticity, to or upon the order of the Purchaser, (ii) present such New
Shares and all Distributions for transfer on the books of the Company and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such New Shares and all Distributions, all in accordance with the terms of
the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Jay Alix, Robert Shields and Thomas Eppich as proxies of the
undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to the New Shares tendered by the undersigned
and accepted for payment by the Purchaser (and any and all Distributions). All
such proxies shall be considered coupled with an interest in the tendered New
Shares. This appointment will be effective if, when, and only to the extent
that, the Purchaser accepts such New Shares for payment pursuant to the Offer.
Upon such acceptance for payment, all prior proxies given by the undersigned
with respect to such New Shares and other securities will, without further
action, be revoked, and no subsequent proxies may be given. The individuals
named above as proxies will, with respect to the New Shares and other securities
for which the appointment is effective, be empowered to exercise all voting and
other rights of the undersigned as they in their sole discretion may deem proper
at any annual, special, adjourned or postponed meeting of the Company's
shareholders, by written consent or otherwise, and the Purchaser reserves the
right to require that in order for New Shares or other securities to be deemed
validly tendered, immediately upon the Purchaser's acceptance for payment of
such New Shares, the Purchaser must be able to exercise full voting rights with
respect to such New Shares.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the New Shares tendered
hereby and all Distributions, that the undersigned own(s) the New Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that such
tender of shares complies with Rule 14e-4 under the Exchange Act, and that when
such New Shares are accepted for payment and paid for by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restrictions, charges and
encumbrances, and that none of such New Shares and Distributions will be subject
to any adverse claim. The undersigned, upon request, shall execute and deliver
all additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the New
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the
<PAGE>
Depositary for the account of the Purchaser all Distributions in respect of the
New Shares tendered hereby, accompanied by appropriate documentation of
transfer, and, pending such remittance and transfer or appropriate assurance
thereof, the Purchaser shall be entitled to all rights and privileges as owner
of each such Distribution and may withhold the entire purchase price of the New
Shares tendered hereby or deduct from such purchase price, the amount or value
of such Distribution as determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of New Shares pursuant to any one
of the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. The Purchaser's acceptance for payment of New
Shares tendered pursuant to the Offer will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to the Purchase, the Purchaser may not be
required to accept for payment any of the New Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all New Shares
purchased, and return all Share Certificates evidencing New Shares not purchased
or not tendered, in the name(s) of the registered holder(s) appearing above
under "Description of New Shares Tendered." Similarly, unless otherwise
indicated in the box entitled "Special Delivery Instructions," please mail the
check for the purchase price of all New Shares purchased and all Share
Certificates evidencing New Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of New Shares Tendered." In the
event that the boxes entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the
purchase price of all New Shares purchased and return all Share Certificates
evidencing New Shares not purchased or not tendered in the name(s) of, and mail
such check and Share Certificates to the person(s) so indicated. Unless
otherwise indicated herein in the box entitled "Special Payment Instructions,"
please credit any New Shares tendered hereby and delivered by book-entry
transfer, but which are not purchased, by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the Special Payment Instructions,
to transfer any New Shares from the name of the registered holder(s) thereof if
the Purchaser does not accept for payment any of the New Shares tendered hereby.
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
TO BE COMPLETED ONLY IF THE CHECK FOR TO BE COMPLETED ONLY IF THE CHECK FOR THE
THE PURCHASE PRICE OF NEW SHARES PURCHASED PURCHASE PRICE OF NEW SHARES PURCHASED OR
OR SHARE CERTIFICATES EVIDENCING NEW SHARES SHARE CERTIFICATES EVIDENCING NEW SHARES NOT
NOT TENDERED OR NOT PURCHASED ARE TO BE TENDERED OR NOT PURCHASED ARE TO BE MAILED
ISSUED IN THE NAME OF SOMEONE OTHER THAN THE TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO
UNDERSIGNED, OR IF NEW SHARES TENDERED THE UNDERSIGNED AT AN ADDRESS OTHER THAN
HEREBY AND DELIVERED BY BOOK-ENTRY TRANSFER THAT SHOWN UNDER "DESCRIPTION OF NEW SHARES
WHICH ARE NOT PURCHASED ARE TO BE RETURNED TENDERED."
BY CREDIT TO AN ACCOUNT AT ONE OF THE
BOOK-ENTRY TRANSFER FACILITIES OTHER THAN
THAT DESIGNATED ABOVE.
Issue check and/or Share Certificate(s) to: Mail check and/or Share Certificate(s) to:
Name: Name:
(Please (Please Print)
Print) Address:
Address:
(Zip Code)
(Zip Code) Taxpayer identification or Social Security
Taxpayer identification or Social Number
Security Number (See Substitute Form W-9 on reverse side)
(See Substitute Form W-9 on reverse
side)
/ /Credit New Shares delivered by book-entry
transfer and not purchased to the account
set forth below:
Check appropriate box:
/ /The Depository Trust Company
/ /Midwest Securities Trust Company
Account Number
</TABLE>
<PAGE>
INSTRUCTIONS
FORMING PART OR THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association, or other entity that is
a member in good standing of the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). No signature
guarantee is required on this Letter of Transmittal (a) if this Letter of
Transmittal is signed by the registered holder(s) (which term, for purposes of
this document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of New Shares) of
New Shares tendered herewith, unless such holder(s) has completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof, or (b) if such New Shares are tendered for
the account of an Eligible Institution. See Instruction 5. If a Share
Certificate is registered in the name of a person other than the signer of this
Letter of Transmittal, or if payment is to be made, or a Share Certificate not
accepted for payment or not tendered is to be returned, to a person other than
the registered holder(s), then the Share Certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the Share Certificate, with the
signature(s) on such Share Certificate or stock powers guaranteed as described
above. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if New Shares are to be delivered by book-entry transfer pursuant to
the procedure set forth in Section 2 of the Offer to Purchase. Share
Certificates evidencing all tendered New Shares, or confirmation of a book-entry
transfer of such New Shares, if such procedure is available, into the
Depositary's account at one of the Book-Entry Transfer Facilities pursuant to
the procedures set forth in Section 2 of the Offer to Purchase, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message, as defined below) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the reverse hereof prior to the Expiration Date. If Share
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery. New shareholders whose Share Certificates have not yet been issued,
are not immediately available, who cannot deliver their Share Certificates and
all other required documents to the Depositary prior to the Expiration Date or
who cannot complete the procedure for delivery by book-entry transfer on a
timely basis may tender their New Shares pursuant to the guaranteed delivery
procedure described in Section 2 of the Offer to Purchase. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser herewith, must be received
by the Depositary prior to the Expiration Date; and (iii) in the case of a
guarantee of New Shares, the Share Certificates, in proper form for transfer, or
a confirmation of a book-entry transfer of such New Shares, if such procedure is
available, into the Depositary's account at one of the Book-Entry Transfer
Facilities, together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message), and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three New York Stock Exchange, Inc. trading days after
receipt of Share Certificates by the tendering shareholder pursuant to the Plan
(as defined in the Offer to Purchase) or, if later, within three New York Stock
Exchange, Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery, all as described in Section 2 of the Offer to Purchase. The
term "Agent's Message" means a message, transmitted by a Book-Entry Transfer
Facility to, and received by, the Depositary and formatting a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the New Shares, that such participant has received
and agrees to be bound by the terms of this Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant. BECAUSE SHARE
CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE DATE OF THE OFFER
TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN,
UNLESS THE PERIOD OF THE OFFER EXTENDS BEYOND THE EFFECTIVE DATE OF THE PLAN,
ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S NEW
SHARES WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH PROCEDURES FOR GUARANTEED
DELIVERY, AND PAYMENT FOR NEW SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE
DATE OF THE PLAN.
THE OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF THE COMPANY TO BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL NOT ACCEPT TENDERS OF SHARES OF COMMON STOCK OF ANACOMP, INC. ISSUED AND
OUTSTANDING PRIOR TO THE EFFECTIVE DATE.
<PAGE>
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional New Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their New Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
New Shares Tendered" is inadequate, the Share Certificate numbers, the number of
New Shares evidenced by such Share Certificates and the number of New Shares
tendered should be listed on a separate schedule and attached hereto.
4. PARTIAL TENDERS. (Not applicable to shareholders who tender by
book-entry transfer.) If fewer than all the New Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of New Shares which are to be tendered in the box entitled "Number
of New Shares Tendered." In such cases, new Share Certificate(s) evidencing the
remainder of the New Shares that were evidenced by the Share Certificates
delivered to the Depositary herewith will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions," as soon as practicable after the expiration or
termination of the Offer. All New Shares evidenced by Share Certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the New
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Share Certificates evidencing such New Shares without
alteration, enlargement or any other change whatsoever.
If any New Share tendered hereby is owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any New Share tendered hereby is owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any of the New Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such New
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
New Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates evidencing New Shares not tendered or not purchased are to be
issued in the name of a person other than the registered holder(s), in which
case, the Share Certificate(s) evidencing the New Shares tendered hereby must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Share
Certificate(s). Signatures on such Share Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the New Shares tendered hereby, the Share Certificate(s)
evidencing the New Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any New Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any New Shares purchased is to be made
to, or Share Certificate(s) evidencing New Shares not tendered or not purchased
are to be issued in the name of, a person other than the registered holder(s),
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such
<PAGE>
other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such New Shares purchased,
unless evidence satisfactory to the Purchaser of the payment of such taxes, or
exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE NEW
SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any New Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing New Shares not tendered or not purchased are to be issued, in the
name of a person other than the person(s) signing this Letter of Transmittal or
if such check or any such Share Certificate is to be sent to someone other than
the person(s) signing this Letter of Transmittal or to the person(s) signing
this Letter of Transmittal but at an address other than that shown in the box
entitled "Description of New Shares Tendered," the appropriate boxes on this
Letter of Transmittal must be completed. New shareholders delivering New Shares
tendered hereby by book-entry transfer may request that New Shares not purchased
be credited to such account maintained at a Book-Entry Transfer Facility as such
shareholder may designate in the box entitled "Special Payment Instructions" on
the reverse hereof. If no such instructions are given, all such New Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated on the reverse hereof as the account from which such New
Shares were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Information Agent or the Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
9. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding, such shareholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
shareholder has since been notified by the Internal Revenue Service that such
shareholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering shareholder to
31% federal income tax withholding on the payment of the purchase price of all
New Shares purchased from such shareholder. If the tendering shareholder has not
been issued a TIN and has applied for one or intends to apply for one in the
future, such shareholder should write "Applied For" in the space provided for
the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the purchase price to such shareholder until a TIN is provided to
the Depositary.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing New Shares has been lost, destroyed or stolen, the shareholder
should promptly notify the Depositary. The shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN
AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR
TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered New Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to New Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
<PAGE>
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies with respect to a shareholder, the Depositary
is required to withhold 31% of any payments made to such shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to New Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such shareholder that such shareholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the New Shares
tendered hereby. If the New Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
<PAGE>
IMPORTANT
NEW SHAREHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
(Signature(s) of Holder(s))
Dated: , 1996
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information. See
Instruction 5.)
Name(s)
(Please Print)
Capacity (full title)
(See Instruction 5)
Address
(Zip Code)
Area Code and Telephone No.
Taxpayer Identification or Social Security No.
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
Name
(Please Print)
Title
Name of Firm
Address
(Include Zip Code)
Area Code and Telephone No.
Dated: , 1996
<PAGE>
<TABLE>
<S> <C> <C>
PAYER'S NAME: CHEMICAL MELLON SHAREHOLDERS SERVICES, L.L.C.
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY Social Security Number
DEPARTMENT OF THE TREASURY BY SIGNING AND DATING BELOW. OR
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR Employer Identification Number
TAXPAYER (If awaiting TIN write
IDENTIFICATION NUMBER "Applied For")
(TIN)
PART II -- For Payees Exempt From Backup Withholding, see the enclosed
GUIDELINES and complete as instructed therein.
Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or a Taxpayer
Identification Number has not been issued to me and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service ("IRS") or Social Security Administration office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a Taxpayer Identification
Number within sixty (60) days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number), and
(2) I am not subject to backup withholding either because I have not been notified by the IRS that I
am subject to backup withholding as a result of failure to report all interest or dividends, or
the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that
you are subject to backup withholding because of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the enclosed GUIDELINES.)
SIGNATURE DATE , 1996
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITH-HOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent or the Dealer Manager as set forth below:
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect) or
(800) 290-6428 (Toll Free)
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-3957 (Call Collect)
<PAGE>
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
OFFER TO PURCHASE FOR CASH
UP TO 4,400,000 SHARES OF COMMON STOCK
OF
ANACOMP, INC.
IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
AT
$7.75 NET PER SHARE
BY
QUESTOR PARTNERS FUND, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
APRIL 19, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Questor Partners Fund, L.P., a Delaware limited
partnership (the "Purchaser"), to act as the Dealer Manager in connection with
its offer to purchase for cash up to 4,400,000 shares of common stock, par value
$.01 per share (the "New Shares"), of Anacomp, Inc., an Indiana corporation (the
"Company"), if and when such New Shares are issued pursuant to the Second
Amended Joint Plan of Reorganization of the Company and certain of the Company's
subsidiaries at a price of $7.75 per New Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase, dated April 19, 1996 (the "Offer to Purchase"), and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith. All capitalized terms
used herein but not defined herein shall have the meaning ascribed to them in
the Offer to Purchase.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 1,500,000 NEW
SHARES, REPRESENTING APPROXIMATELY 15% OF THE NEW SHARES EXPECTED TO BE
OUTSTANDING FOLLOWING CONSUMMATION OF THE PLAN, (II) THE CONFIRMATION OF THE
PLAN, (III) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, WITH THE
TERMS AND CONDITIONS OF THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WITH
THE TERMS AND CONDITIONS OF ALL OTHER SECURITIES EXPECTED TO BE OUTSTANDING
IMMEDIATELY FOLLOWING CONSUMMATION OF THE PLAN AND WITH THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE COMPANY THAT WILL BE IN EFFECT IMMEDIATELY
FOLLOWING THE EFFECTIVE DATE OF THE PLAN, (IV) THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION, THAT CHAPTER 42 OF THE INDIANA BUSINESS CORPORATION LAW
(THE "IBCL"), OR ANY SIMILAR PROVISION OF ANY APPLICABLE LAW, IS INAPPLICABLE TO
THE ACQUISITION OF THE NEW SHARES PURSUANT TO THE OFFER, (V) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT CHAPTER 43 OF THE IBCL, OR ANY SIMILAR
PROVISION OF ANY APPLICABLE LAW, WILL BE INAPPLICABLE TO
<PAGE>
THE PURCHASER FOLLOWING ITS ACQUISITION OF THE NEW SHARES PURSUANT TO THE OFFER
TO PURCHASE, (VI) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT
THE COMPANY'S CURRENTLY OUTSTANDING RIGHTS HAVE BEEN REDEEMED, CANCELLED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER, (VII) THE EXPIRATION OR TERMINATION OF ALL
WAITING PERIODS IMPOSED BY THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF
1976, AS AMENDED, AND THE REGULATIONS THEREUNDER AND (VIII) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THERE HAS NOT BEEN, AND, PRIOR TO THE
EFFECTIVENESS OF THE PLAN, THERE WILL NOT BE, ANY MATERIAL CHANGES TO THE PLAN.
SEE SECTION 14 OF THE OFFER TO PURCHASE.
Enclosed herewith are copies of the following documents:
1. The Offer to Purchase dated April 19, 1996;
2. The Letter of Transmittal to be used by holders of New Shares in
accepting the Offer and tendering New Shares;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such New Shares (the "Share
Certificates") have not yet been issued, are not immediately available or
time will not permit all required documents to reach Chemical Mellon
Shareholder Services, L.L.C. (the "Depositary") prior to the Expiration Date
or the procedure for book-entry transfer cannot be completed on a timely
basis;
4. A letter which may be sent to your clients for whose accounts you
hold or expect to hold New Shares registered in your name or in the
name of your nominees, with space provided for obtaining such clients'
instructions with regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing
information relating to backup federal income tax withholding; and
6. Return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will purchase, by accepting for payment, up to
4,400,000 New Shares validly tendered prior to the Expiration Date and not
withdrawn in accordance with the Offer to Purchase. For purposes of the Offer,
the Purchaser will be deemed to have accepted for payment tendered New Shares
if, as and when the Purchaser gives oral or written notice to the Depositary of
the Purchaser's acceptance of such New Shares for payment. In all cases, payment
for New Shares purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) the Share Certificates or timely confirmation
of a book-entry transfer of such New Shares, if such procedure is available,
into the Depositary's account at The Depository Trust Company or the Midwest
Securities Trust Company pursuant to the procedures set forth in the Offer to
Purchase, (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, or an Agent's Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED. WE
URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than to the Dealer Manager) for soliciting tenders of New
Shares pursuant to the Offer. You will be reimbursed for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered New Shares, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
2
<PAGE>
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered New Shares should be
delivered or such New Shares should be tendered by book-entry transfer, all in
accordance with the Offer to Purchase and the Instructions set forth in the
Letter of Transmittal.
If shareholders wish to tender New Shares, but such New Shares have not yet
been issued or such shareholders are unable to forward their certificates or
other required documents prior to the Expiration Date, a tender may be effected
by following the guaranteed delivery procedures specified in Section 2 of the
Offer to Purchase. BECAUSE SHARE CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN
ISSUED AS OF THE DATE OF THE OFFER TO PURCHASE, AND WILL NOT BE ISSUED UNTIL
AFTER THE EFFECTIVE DATE OF THE PLAN, UNLESS THE PERIOD OF THE OFFER EXTENDS
BEYOND THE EFFECTIVE DATE OF THE PLAN, ALL SHAREHOLDERS DESIRING TO TENDER ALL
OR ANY PORTION OF SUCH SHAREHOLDER'S NEW SHARES WILL BE REQUIRED TO TENDER IN
COMPLIANCE WITH PROCEDURES FOR GUARANTEED DELIVERY, AND PAYMENT FOR THE NEW
SHARES WILL NOT BE MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained by calling the
Information Agent, D.F. King & Co., Inc. at 1-800-290-6428 (Toll Free) or
1-212-269-5550 (Collect), or from brokers, dealers, commercial banks or trust
companies.
Very truly yours,
Salomon Brothers Inc
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY, THE INFORMATION
AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
3
<PAGE>
OFFER TO PURCHASE FOR CASH
UP TO 4,400,000 SHARES OF COMMON STOCK
OF
ANACOMP, INC.
IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO
THE SECOND AMENDED JOINT PLAN OF REORGANIZATION
OF ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
AT
$7.75 NET PER SHARE
BY
QUESTOR PARTNERS FUND, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
APRIL 19, 1996
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated April 19, 1996
(the "Offer to Purchase") and a Letter of Transmittal and instructions thereto
(the "Letter of Transmittal" and, together with the Offer to Purchase, the
"Offer") relating to the Offer by Questor Partners Fund, L.P., a Delaware
limited partnership (the "Purchaser"), to purchase up to 4,400,000 shares of
common stock, par value $.01 per share (the "New Shares"), of Anacomp, Inc., an
Indiana corporation (the "Company"), if and when such New Shares are issued
pursuant to the Second Amended Joint Plan of Reorganization of the Company and
certain of the Company's subsidiaries, at a price of $7.75 per New Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer.
Shareholders whose certificates evidencing New Shares ("Share Certificates")
have not yet been issued, are not immediately available or who cannot deliver
their Share Certificates and all other documents required by the Letter of
Transmittal to Chemical Mellon Shareholder Services, L.L.C. (the "Depositary"),
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer to the Depositary's account at a Book-Entry Transfer
Facility (as defined in the Offer to Purchase) on a timely basis and who wish to
tender their New Shares must do so pursuant to the guaranteed delivery procedure
described in Section 2 of the Offer to Purchase. See Instruction 2 of the Letter
of Transmittal. Delivery of documents to a Book-Entry Transfer Facility in
accordance with the Book-Entry Transfer Facility's procedures does not
constitute delivery to the Depositary.
BECAUSE SHARE CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE
DATE OF THE OFFER TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE EFFECTIVE
DATE OF THE PLAN, UNLESS THE PERIOD OF THE OFFER EXTENDS BEYOND THE EFFECTIVE
DATE OF THE PLAN, ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY SUCH PORTION OF
SUCH SHAREHOLDER'S NEW SHARES WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE
PROCEDURES FOR GUARANTEED DELIVERY, AND PAYMENT FOR THE NEW SHARES WILL NOT BE
MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
THIS MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF THE SECURITIES
(AS DEFINED IN THE OFFER TO PURCHASE) HELD BY US FOR YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME. WE EXPECT TO BE THE HOLDER OF RECORD OF NEW SHARES HELD
BY US FOR YOUR ACCOUNT FOLLOWING CONSUMMATION OF THE PLAN (AS DEFINED IN THE
OFFER TO PURCHASE). A TENDER OF SUCH NEW SHARES CAN BE MADE ONLY BY US AS THE
HOLDER OF
<PAGE>
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER NEW SHARES
HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all the New Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $7.75 per share, net to the seller in cash.
2. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Thursday, May 16, 1996, unless
the Offer is extended.
3. The Offer is being made for up to 4,400,000 New Shares.
4. Tendering Shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of New Shares by the
Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of New Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by administrative
or judicial action pursuant to any valid state statute. If the Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of New Shares pursuant thereto, the Purchaser will make a good faith
effort to comply with such state statute. If, after such good faith effort, the
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of New Shares in
such state. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Salomon Brothers Inc, the Dealer
Manager, or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
THE OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF THE COMPANY TO BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL NOT ACCEPT TENDERS OF SHARES OF COMMON STOCK OF ANACOMP, INC. ISSUED AND
OUTSTANDING PRIOR TO THE EFFECTIVE DATE.
If you wish to have us tender any or all of your New Shares, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your New Shares, all such New Shares
will be tendered unless otherwise specified on the instruction form set forth in
this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH UP TO
4,400,000 SHARES OF COMMON STOCK
OF ANACOMP, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated April 19, 1996, and the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer"), in connection
with the Offer by Questor Partners Fund L.P., a Delaware limited partnership
(the "Purchaser"), to purchase up to 4,400,000 shares of common stock, par value
$.01 per share (the "New Shares"), of Anacomp, Inc., an Indiana corporation, if
and when such New Shares are issued pursuant to the Second Amended Joint Plan of
Reorganization of the Company and certain of the Company's subsidiaries.
This will instruct you to tender to the Purchaser the number of New Shares
indicated below (or, if no number is indicated below, all New Shares) held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
<TABLE>
<S> <C>
NUMBER OF NEW SHARES TO BE TENDERED*: SIGN HERE
NEW SHARES
SIGNATURE(S)
ACCOUNT NUMBER:
DATED: , 1996
PLEASE TYPE OR PRINT NAME(S) HERE
PLEASE TYPE OR PRINT ADDRESS(ES) HERE
AREA CODE AND TELEPHONE NUMBER
TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER(S)
</TABLE>
- ------------------------
* Unless otherwise indicated, it will be assumed that all New Shares held by us
for your account are to be tendered.
3
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
ANACOMP, INC.
TO
QUESTOR PARTNERS FUND, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 16, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
As set forth in Section 2 of the Offer to Purchase (as defined below) and in
Instruction 2 of the related Letter of Transmittal, this Notice of Guaranteed
Delivery, or one substantially in the form hereof, must be used to accept the
Offer (as defined below) if (i) certificates ("Share Certificates") evidencing
shares of newly issued common stock, par value $.01 per share (the "New
Shares"), of Anacomp, Inc., an Indiana corporation (the "Company"), are not yet
issued or not immediately available, (ii) time will not permit all required
documents to reach Chemical Mellon Shareholder Services, L.L.C. (the
"Depositary"), prior to the Expiration Date or (iii) the procedure for
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or transmitted by telegram,
facsimile transmission or mail to the Depositary. See Section 2 of the Offer to
Purchase. All capitalized terms used herein but not defined herein shall have
the meaning ascribed to them in the Offer to Purchase.
BECAUSE SHARE CERTIFICATES FOR THE NEW SHARES HAVE NOT BEEN ISSUED AS OF THE
DATE OF THE OFFER TO PURCHASE, AND WILL NOT BE ISSUED UNTIL AFTER THE EFFECTIVE
DATE OF THE PLAN, UNLESS THE PERIOD OF THE OFFER EXTENDS BEYOND THE EFFECTIVE
DATE OF THE PLAN, ALL SHAREHOLDERS DESIRING TO TENDER ALL OR ANY SUCH PORTION OF
SUCH SHAREHOLDER'S NEW SHARES WILL BE REQUIRED TO TENDER IN COMPLIANCE WITH THE
PROCEDURES FOR GUARANTEED DELIVERY, AND PAYMENT FOR THE NEW SHARES WILL NOT BE
MADE UNTIL AFTER THE EFFECTIVE DATE OF THE PLAN.
THE OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF THE COMPANY TO BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL NOT ACCEPT TENDERS OF SHARES OF COMMON STOCK OF ANACOMP, INC. ISSUED AND
OUTSTANDING PRIOR TO THE EFFECTIVE DATE.
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
P.O. Box 817 120 Broadway, 13th Floor 120 Broadway, 13th Floor
Midtown Station New York, New York 10271 New York, New York 10271
New York, New York 10018 Attention: Reorganization Attention: Reorganization
Attention: Reorganization Department Department
Department
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(201) 329-8936
CONFIRM BY TELEPHONE:
(201) 296-4100
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
(AS DEFINED BELOW) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Questor Partners Fund, L.P., a Delaware
limited partnership, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 19, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), receipt of each of which is hereby acknowledged, the
number of New Shares specified below pursuant to the guaranteed delivery
procedures described in Section 2 of the Offer to Purchase.
<TABLE>
<S> <C>
Number of New Shares: Name(s) of Record Holder(s):
Certificate Nos. (if available): Please Print
Check ONE box if New Shares will be Address(es):
tendered by book-entry transfer:
/ / The Depository Trust Company Zip Code
/ / Midwest Securities Trust Company Area Code and Tel. No.:
Account Number: Signature(s):
Dated: , 1996
</TABLE>
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby (a)
represents that the tender of shares effected hereby complies with Rule 14e-4 of
the Securities Exchange Act of 1934, as amended, and (b) guarantees delivery to
the Depositary, at one of its addresses set forth above, of certificates
evidencing the New Shares tendered hereby in proper form for transfer, or
confirmation of book-entry transfer of such New Shares into the Depositary's
accounts at The Depository Trust Company or the Midwest Securities Trust
Company, in each case with delivery of a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any
other documents required by the Letter of Transmittal, within three New York
Stock Exchange, Inc. trading days after receipt of New Shares by the tendering
shareholder pursuant to the Plan or, if later, within three New York Stock
Exchange, Inc. trading days after the date of execution of this Notice of
Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal (or, in
the case of book-entry procedures, an Agent's Message) and certificates for New
Shares to the Depositary within the time period shown herein. Failure to do so
could result in financial loss to such Eligible Institution.
<TABLE>
<S> <C>
Name of Authorized Signature
Firm Title
Address Name:
Please Print
Zip Code Date: , 1996
Area Code and Tel. No.:
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR NEW SHARES WITH THIS NOTICE. SHARE
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
- ----------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
<C> <S> <C>
----------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor.(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
8. Sole proprietorship account The owner(4)
</TABLE>
- ----------------------------------------------------------
- ----------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
<C> <S> <C>
----------------------------------------------------------
9. A valid trust, estate, or Legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title).(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local
government, school
district, or prison) that
receives agricultural
program payments
16. Sole Proprietorship account The owner(4)
</TABLE>
- ----------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number (for businesses and all
other entities) at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and a person registered under the Investment Advisers Act
of 1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
A corporation. (1)
(2)
An organization exempt from tax under section 501(a),
or an IRA, or a custodial account under section 403(b)(7).
(3)
The United States or any of its agencies or
instrumentalities.
(4)
A state, the District of Columbia, a possession of the
United States, or any of their political subdivisions or
instrumentalities.
(5)
A foreign government or any of its political
subdivisions, agencies, or instrumentalities.
(6)
An international organization or any of its agencies or
instrumentalities.
(7)
A foreign central bank of issue.
(8)
A dealer in securities or commodities required to
register in the United States or a possession of the United States.
(9)
A futures commission merchant registered with the
Commodity Futures Trading Commission.
(10)
A real estate investment trust.
(11)
An entity registered at all times during the tax year
under the Investment Company Act of 1940.
(12)
A common trust fund operated by a bank under
section 584(a).
(13)
A financial institution.
(14)
A middleman known in the investment community as a
nominee or listed in the most recent publication of the American Society
of Corporate Secretaries, Inc., Nominee List.
(15)
A trust exempt from tax under section 664 or described
in section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding
under section 1441.
- - Payments to partnerships not engaged in a trade or
business in the United States and that have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
- - Payments of interest on obligations issued by
individuals.
NOTE: THE PAYEE MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS $600 OR
MORE AND IS PAID IN THE COURSE OF YOUR TRADE OR BUSINESS AND THE PAYEE HAS NOT
PROVIDED HIS OR HER CORRECT TIN TO YOU.
- - Payments of tax-exempt interest (including
exempt-interest dividends under section 852).
- - Payments described in section 6049(b)(5) to nonresident
aliens.
- - Payments on tax-free covenant bonds under
section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
For more information on backup withholding and your requirements, get Pub. 1679,
A Guide to Backup Withholding, and Pub. 1281, Backup Withholding on Missing and
Incorrect TINs.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Beginning January 1, 1984, payers must generally withhold 20% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1)
PENALTY FOR FAILURE TO FURNISH TAXPAYER
IDENTIFICATION NUMBER--If you fail to furnish your taxpayer identification
number to a payer, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to willful
neglect.
(2)
FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST
PAYMENTS--If you fail to include any portion of an includible payment for
interest, dividends, or patronage dividends in gross income, such failure
will be treated as being due to negligence and will be subject to a
penalty of 5% on any portion of an under-payment attributable to that
failure unless there is clear and convincing evidence to the contrary.
(3)
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
WITHHOLDING--If you make a false statement with no reasonable basis which
results in no imposition of backup withholding, you are subject to a
penalty of $500.
(4)
CRIMINAL PENALTY FOR FALSIFYING
INFORMATION.--Falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE>
For Immediate Release Contact: Harry Savage
212-371-2200
QUESTOR PARTNERS FUND MAKES TENDER OFFER
FOR WHEN-ISSUED SHARES OF ANACOMP, INC.
SOUTHFIELD, Mich., April 19, 1996--Questor Partners Fund, L.P., announced
today that it is making a tender offer for up to 44 percent of the common shares
of Anacomp, Inc., Atlanta, Ga., to be issued when Anacomp emerges from
bankruptcy proceedings next month.
Questor's offer, at $7.75 per share, is for up to 4.4 million of those
shares that will be issued to Anacomp debtholders after approval of its
reorganization plan. Under the plan, all presently outstanding Anacomp stock
will be cancelled. Consummation of the reorganization is expected in late May.
Anacomp, which sought Chapter 11 bankruptcy protection in January 1996, is
the world's leading full-service provider of micrographics for data storage. The
company, which operates 45 data service centers nationwide, had fiscal 1995
revenues of $591 million.
Questor Management Company, headquartered in Southfield, manages Questor
Partners Fund, which was created to acquire and turn around underperforming
companies. The fund's principals are private investors Dan W. Lufkin, co-founder
of Donaldson, Lufkin & Jenrette (DLJ); Melvyn N. Klein, a merchant banker,
attorney and former senior executive of DLJ; Edward L. Scarff, former president
of Transamerica Corporation; and Jay Alix, founder and a principal of Jay Alix &
Associates, a nationally recognized firm of corporate turnaround managers and
restructuring advisors.
<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL NEW SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED
APRIL 19, 1996, AND THE RELATED LETTER OF TRANSMITTAL, AND IS NOT BEING MADE
TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF NEW SHARES
IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN ANY
JURISDICTIONS WHERE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE PURCHASER BY SALOMON BROTHERS INC ("SALO MON") OR
ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 4,400,000 SHARES OF COMMON STOCK
IF AND WHEN SUCH SHARES ARE ISSUED PURSUANT TO THE
SECOND AMENDED JOINT PLAN OF REORGANIZATION OF
ANACOMP, INC. AND CERTAIN OF ITS SUBSIDIARIES
OF
ANACOMP, INC.
AT
$7.75 NET PER SHARE
BY
QUESTOR PARTNERS FUND, L.P.
Questor Partners Fund, L.P., a Delaware limited partnership (the
"Purchaser"), is offering to purchase up to 4,400,000 shares of Common Stock,
par value $.01 per share (the "New Shares"), of Anacomp, Inc., an Indiana
corporation (the "Company"), if and when such shares are issued pursuant to the
Second Amended Joint Plan of Reorganization of Anacomp, Inc. and Certain of its
Subsidiaries (the "Plan") at a price of $7.75 per New Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 19, 1996 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
THE OFFER APPLIES ONLY TO THE SHARES OF COMMON STOCK OF ANACOMP, INC. TO BE
ISSUED PURSUANT TO AND SUBSEQUENT TO THE CONFIRMATION OF THE PLAN. THE PURCHASER
WILL NOT ACCEPT TENDERS OF SHARES OF COMMON STOCK OF ANACOMP, INC. ISSUED AND
OUTSTANDING ON OR PRIOR TO THE EFFECTIVE DATE (AS DEFINED IN THE OFFER TO
PURCHASE).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON
THURSDAY, MAY 16, 1996, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn 1,500,000 New Shares, (ii) the Confirmation of the
Plan (as defined in the Offer to Purchase), (iii) the Purchaser being satisfied,
in its sole discretion, with the terms and conditions of the securities to be
issued pursuant to the Plan, with the terms and conditions of all other
securities of the Company expected to be outstanding immediately following
consummation of the Plan and with the articles of incorporation and bylaws of
the Company, (iv) the Purchaser being satisfied, in its sole discretion, that
Chapter 42 of the Indiana Business Corporation Law (the "IBCL") is inapplicable
to the acquisition of the New Shares pursuant to the Offer, (v) the Purchaser
being satisfied, in its sole discretion, that Chapter 43 of the IBCL will be
inapplicable to the Purchaser following its acquisition of New Shares pursuant
to the Offer, (vi) the Purchaser being satisfied, in its sole discretion, that
the Company's currently outstanding rights (the "Rights") have been redeemed or
are otherwise inapplicable to the Offer, (vii) the expiration or termination of
all waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act
of
<PAGE>
1976, as amended, and the regulations thereunder, (viii) the Purchaser being
satisfied, in its sole discretion, that there have not been, and there will not
be, any material changes to the Plan, and (ix) the other conditions described in
the Offer to Purchase.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment New Shares properly tendered to the Purchaser and not withdrawn as, if
and when the Purchaser gives oral or written notice to Chemical Mellon
Shareholder Services, L.L.C. (the "Depositary") of the Purchaser's acceptance
for payment of such New Shares. Upon the terms and subject to the conditions of
the Offer, payment for New Shares accepted for payment pursuant to the Offer
will be made by deposit of the purchase price therefor with the Depositary,
which will act as agent for tendering shareholders for the purpose of receiving
payment from the Purchaser and transmitting payment to tendering shareholders.
In all cases, payment for New Shares accepted for payment pursuant to the Offer
need not be made before receipt by the Depositary of (a) certificates for such
New Shares (or timely confirmation of book-entry transfer of such New Shares
into the Depositary's account at a Book-Entry Transfer Facility (as defined in
the Offer to Purchase) as described in Section 2 of the Offer to Purchase), (b)
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase)) and (c) any
other documents required by the Letter of Transmittal. Under no circumstances
will interest be paid on the purchase price of the New Shares by the Purchaser,
regardless of any extension of the Offer or any delay in making such payment.
Except as otherwise provided below, tenders of New Shares are irrevocable.
New Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the date of expiration of the Offer, as extended from time to time (the
"Expiration Date"), and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after the
Expiration Date. In addition, unless previously accepted for payment and paid
for, New Shares may be withdrawn at any time on or after June 18, 1996. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase and must specify
the name of the persons having tendered the New Shares to be withdrawn, the
number of New Shares to be withdrawn and the name of the registered holder of
the New Shares to be withdrawn, if different from the name of the person who
tendered the New Shares. If certificates for New Shares have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and, unless such New Shares have been tendered by an
Eligible Institution (as defined in Section 2 of the Offer to Purchase), the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution. If New Shares have been delivered pursuant to the procedures for
book-entry transfer as set forth in Section 2 of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn New
Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of New Shares may not be rescinded, and any New Shares
properly withdrawn will thereafter be deemed not validly tendered for any
purposes of the Offer. However, withdrawn New Shares may be retendered by again
following one of the procedures described in Section 2 of the Offer to Purchase
at any time prior to the Expiration Date. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser in its sole discretion, which determination will be final and
binding.
In addition, all New Shares tendered and not otherwise withdrawn will be
deemed to have been withdrawn and will be returned to shareholders if (i) the
Plan is amended so as to result in fewer New Shares being issued per $1,000
principal amount of Securities (as defined in the Offer to Purchase) than is
currently contemplated by the Plan or (ii) the Offer expires prior to the
Effective Date of the Plan (as defined in the Offer to Purchase) and the
Effective Date of the Plan does not occur on or before the twentieth day
following the Expiration Date.
THE PURCHASER CURRENTLY EXPECTS THE OFFER TO EXPIRE PRIOR TO THE EFFECTIVE
DATE OF THE PLAN, IN WHICH CASE TENDERS MAY ONLY BE MADE THROUGH COMPLIANCE WITH
THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN THE OFFER TO PURCHASE AND
PAYMENT FOR NEW SHARES WILL NEED NOT BE MADE UNTIL AFTER THE EFFECTIVE DATE OF
THE PLAN.
The Purchaser expressly reserves the right, in its sole discretion, at any
time or from time to time, to (i) extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and (ii) amend the Offer in any other respect by giving oral or
written notice of such amendment to the Depositary, except that THE PURCHASER
WILL NOT WAIVE THE CONDITION TO THE OFFER RELATING TO CONFIRMATION OF THE PLAN.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
<PAGE>
A request is being made to the Company for use of its lists of persons who
are prospective holders of the New Shares to be issued pursuant to the Plan and
security position listings for the purpose of disseminating the Offer. The Offer
to Purchase, the related Letter of Transmittal and other relevant materials will
be mailed to prospective holders of New Shares, and will be furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on the lists of holders of Securities (as
defined in the Offer to Purchase), or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Securities.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer documents may be directed to the Information
Agent or the Dealer Manager, as set forth below, and copies will be furnished at
the Purchaser's expense. No fees or commissions will be payable to brokers,
dealers or other persons other than the Dealer Manager for soliciting tenders of
New Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
(212) 269-5550 (CALL COLLECT) OR
(800) 290-6428 (TOLL FREE)
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL:
P.O. Box 817 BY OVERNIGHT DELIVERY: BY HAND:
Midtown Station 120 Broadway, 13th Floor 120 Broadway, 13th Floor
New York, New York 10018 New York, New York 10271 New York, New York 10271
Attention: Reorganization Attention: Reorganization Attention: Reorganization
Department Department Department
</TABLE>
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 783-3957 (CALL COLLECT)
April 19, 1996
