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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997.
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
_________________
VERSA TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
_________________
APPLIED POWER INC.
TVPA CORP.
(BIDDERS)
_________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
925116-10-5
(CUSIP NUMBER OF CLASS OF SECURITIES)
_________________
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)
_________________
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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on September
5, 1997 (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(b)-(c) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
Pursuant to the HSR Act, Parent and the Company filed their respective
Notification and Report Forms with respect to the acquisition of Shares
pursuant to the Offer with the Antitrust Division and the FTC on or about
September 8, 1997. The applicable waiting period under the HSR Act expired at
11:59 p.m., Eastern time, on September 23, 1997. On September 24, 1997, the
Company and Parent issued a press release to such effect. The full text of the
press release is filed herewith as Exhibit (a)(10) and is incorporated by
reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibit:
(a)(10) - Text of Joint Press Release, dated September 24, 1997.
2
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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: September 24, 1997
TVPA CORP.
BY: /s/ Robert C. Arzbaecher
-------------------------------
Robert C. Arzbaecher, Vice
President
APPLIED POWER INC.
BY: /s/ Robert C. Arzbaecher
-------------------------------
Robert C. Arzbaecher,
Vice President and Chief
Financial Officer
S-1
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
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
</TABLE>
______________________
* Previously filed.
EI-1
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EXHIBIT (a)(10)
FROM: APPLIED POWER INC., P.O. BOX 325, MILWAUKEE, WI 53201
DATE: SEPTEMBER 24, 1997
FOR RELEASE: IMMEDIATE
FOR FURTHER INFORMATION: ROBERT C. ARZBAECHER
HART-SCOTT-RODINO WAITING PERIOD FOR APPLIED POWER-VERSA TECHNOLOGIES
TRANSACTION EXPIRED ON SEPTEMBER 23, 1997
MILWAUKEE, WI, September 24, 1997--Applied Power Inc. (APW - NYSE) and
Versa Technologies, Inc. (VRSA - Nasdaq) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the acquisition of Versa Technologies by Applied
Power, expired at 11:59 p.m., Eastern time, on September 23, 1997. Applied
Power's tender offer remains subject to the other conditions listed in the
offer to purchase, including the tender of at least a majority of the Versa/Tek
shares outstanding.
Applied Power, headquartered in Wisconsin, is a global company comprised
of three business segments. Technical Environments and Enclosures expertise is
in configuring technical equipment for end users and in providing enclosures
for electronic equipment. Engineered Solutions supplies components and systems
based on hydraulic and vibration control technologies to a diverse group of OEM
customers. Distributed Products provides industrial and electrical tools and
accessories through various distributor and retail channels worldwide.
Versa Technologies, headquartered in Racine, Wisconsin, comprises three
business segments. The Electronics segment designs and manufactures custom
electronic and electrical systems for a broad range of applications. The
Engineered Materials segment fabricates custom engineered elastomeric
components for industrial and medical applications. The Fluid Power segment
manufactures custom engineered cylinders and hydraulic and electromechanical
actuation systems for a broad range of markets including transportation,
recreational vehicle, and construction equipment markets.
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For further information, contact:
Applied Power Inc.
Robert C. Arzbaecher
Vice President and Chief Financial Officer
414-781-6600
To receive a faxed copy of this or other recent Applied Power
communication, please call the Company's "News on Demand" service at
1-800-549-0679.
