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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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VERSA TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
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APPLIED POWER INC.
TVPA CORP.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
925116-10-5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT C. ARZBAECHER
APPLIED POWER INC.
13000 WEST SILVER SPRING DRIVE
BUTLER, WI 53007
(414) 781-6600
(414) 781-0629 (FAX)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
ANTHONY W. ASMUTH III, ESQ.
QUARLES & BRADY
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5000
(414) 271-3552 (FAX)
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission on September
5, 1997, as amended (the "Schedule 14D-1") relating to the tender offer by TVPA
Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of
Applied Power Inc., a Wisconsin corporation (the "Parent"), to purchase all
outstanding shares of common stock, par value $.01 per share (the "Common
Stock"), including the associated rights to purchase Series A Junior
Participating Preferred Stock (together with the Common Stock, the "Shares"), of
Versa Technologies, Inc., a Delaware corporation (the "Company"), at a price of
$24.625 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
September 5, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as either may be amended or supplemented from time to time,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Offer to Purchase and the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
The first paragraph of Section 14 of the Offer to Purchase is hereby
revised to clarify that the Purchaser will not be required to accept for payment
or pay for any Shares if the Minimum Condition shall not have been satisfied
prior to the Expiration Date, and, if at any time on or after the date of the
Merger Agreement and prior to the Expiration Date (rather than before the time
of payment for any of such Shares), any of the specified conditions exist.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 3, 1997
TVPA CORP.
BY: /s/ Robert C. Arzbaecher
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Robert C. Arzbaecher, Vice President
APPLIED POWER INC.
BY: /s/ Robert C. Arzbaecher
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Robert C. Arzbaecher, Vice President
and Chief Financial Officer
S-1
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EXHIBIT INDEX
EXHIBIT NO.
(a)(1)* - Offer to Purchase, dated September 5, 1997.
(a)(2)* - Form of Letter of Transmittal, dated September 5, 1997.
(a)(3)* - Form of Notice of Guaranteed Delivery.
(a)(4)* - Form of Letter for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)* - Form of Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6)* - Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7)* - Text of Joint Press Release, dated September 3, 1997.
(a)(8)* - Form of Summary Advertisement, dated September 5, 1997.
(a)(9)* - Form of Letter to Participants in the Versa Technologies,
Inc. Stock Purchase and Dividend Reinvestment Plan.
(a)(10)* - Text of Joint Press Release, dated September 24, 1997.
(b)(1)* - Commitment Letter between Bank of America National Trust and
Savings Corporation, BankAmerica Securities, Inc., PNC Bank,
National Association and Applied Power Inc. dated August 29,
1997 (including the Summary of Terms and Conditions attached
thereto).
(c)(1)* - Agreement and Plan of Merger, dated as of September 2, 1997,
among Applied Power Inc., TVPA Corp. and Versa Technologies,
Inc.
(d) - Not Applicable.
(e) - Not Applicable.
(f) - Not Applicable
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* Previously filed.
EI-1
