SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
(AMENDMENT NO. 1)
NATIONAL-STANDARD COMPANY
(Name of Subject Company (Issuer))
NS ACQUISITION CORP. (OFFEROR)
HEICO HOLDING, INC.
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
637742107
(CUSIP Number of Class of Securities)
MICHAEL E. HEISLEY, SR.
HEICO ACQUISITIONS
5600 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 419-8220
WITH A COPY TO:
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 372-2000
(Name, address, and telephone numbers of persons authorized to
receive notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
Transaction Valuation* $5,788,569 Amount Of Filing Fee $1,158
<PAGE>
* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE ONLY. THIS
AMOUNT ASSUMES THE PURCHASE OF 5,788,569 SHARES OF COMMON STOCK, PAR VALUE $.01
PER SHARE (THE "SHARES"), OF NATIONAL-STANDARD COMPANY, AN INDIANA CORPORATION
(THE "COMPANY"), AT THE TENDER PRICE OF $1.00 PER SHARE NET TO THE SELLER IN
CASH, WITHOUT INTEREST THEREON PURSUANT TO THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF JUNE 26, 2000, BETWEEN NS ACQUISITION CORP., A DELAWARE CORPORATION,
("PURCHASER"), HEICO HOLDING, INC., A DELAWARE CORPORATION AND THE PARENT OF
PURCHASER ("PARENT") AND THE COMPANY. THE COMPANY REPRESENTED THAT AS OF SUCH
DATE, IT HAD 5,788,569 SHARES OUTSTANDING. BASED ON THE FOREGOING, THE
TRANSACTION VALUE IS EQUAL TO THE PRODUCT OF (I) 5,788,569 SHARES (THE NUMBER OF
SHARES OUTSTANDING) MULTIPLIED BY (II) $1.00 PER SHARE. THE AMOUNT OF THE FILING
FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE AGGREGATE OF THE CASH
OFFERED BY THE PURCHASER.
/X/ CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $1,158
Form or Registration No.: Schedule TO
Filing Party: NS Acquisition Corp. / Heico Holding, Inc.
Date Filed: July 10, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
<PAGE>
INTRODUCTION
This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on July 10, 2000 by NS Acquisition Corp., a Delaware corporation
("Purchaser"), and Heico Holding, Inc., a Delaware corporation ("Parent"). The
Schedule TO relates to the offer by Purchaser to purchase any and all
outstanding shares of Common Stock, par value $.01 per share, of
National-Standard Company, an Indiana corporation (the "Company"), at a purchase
price of $1.00 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 July 10, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which have been filed as
Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively, and which
are incorporated herein by reference.
All information in the Offer to Purchase, including all schedules
thereto, is incorporated by reference in answer to all of the items in this
Statement. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Schedule TO and the Offer to Purchase.
Except as amended and supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND ITEMS 11 THROUGH 13
Items 1 through 9 and Items 11 through 13 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
The Section of the Offer to Purchase entitled "Introduction" is hereby
amended and supplemented to insert the following at the end of the ninth
paragraph:
"U.S. Bancorp Piper Jaffray has consented to the references to its
fairness opinion in this Offer to Purchase."
The Section of the Offer to Purchase entitled "Questions and Answers
about the Offer and the Merger" is hereby amended and supplemented to insert the
following after the third sentence of the paragraph under the heading "How Long
Do I Have to Decide Whether to Tender in the Offer?":
"Such purchases would be made during a subsequent offering period in
which the shares would be purchased as they are tendered. We do not
intend to accept shares tendered after the expiration date except in
connection with a subsequent offering period."
The Section of the Offer to Purchase entitled "Questions and Answers
about the Offer and the Merger" is hereby amended and supplemented by replacing
the first sentence of the paragraph under the heading "How Will I be Notified if
the Offer is Extended?" in its entirety with the following:
"If the Offer is extended past August 4, 2000, we will make a public
announcement of the new expiration date by issuing a press release to
the Dow Jones News Service no later than 9:00 a.m., Eastern time, on
the next business day."
The Section of the Offer to Purchase entitled "Questions and Answers
about the Offer and the Merger" is hereby amended and supplemented to insert the
following after the first sentence of the paragraph under the heading "If I
Object to the Price Being Offered, Will I Have Appraisal Rights?":
"The shares may no longer be eligible for quotation on the American
Stock Exchange if the number of shares publicly held, the number of
holders of round lots, the aggregate market value of publicly held
shares or the stockholders equity of the Company falls below the
guidelines prescribed by the American Stock Exchange. If the offer is
consummated, the number of shareholders of the Company may be so small
that the shares may not be eligible for trading on the American Stock
Exchange or any other national securities exchange."
<PAGE>
Section 1 of the Offer to Purchase ("Terms of the Offer") is hereby
amended and supplemented to insert the following at the end of the seventh
paragraph:
"If Purchaser provides a Subsequent Offering Period, Purchaser will
notify the shareholders of the Company by issuing a press release to
the Dow Jones News Service."
Section 4 of the Offer to Purchase ("Withdrawal Rights") is hereby
amended and supplemented to insert the following at the end of the first
paragraph:
"If Purchaser provides a Subsequent Offering Period, tendering
shareholders will not have withdrawal rights during the Subsequent
Offering Period and Purchaser will promptly purchase and pay for any
Shares tendered at the same price paid in the Offer. Shares tendered
prior to the Expiration Date may not be withdrawn during a Subsequent
Offering Period."
Section 10 of the Offer to Purchase ("Background of the Offer and the
Merger; Contacts with the Company") is hereby amended and supplemented to
replace the last sentence of the sixth paragraph with the following:
"Such chief executive officer indicated that any merger discussions
with the Company should be deferred to some time in the future because
such chief executive officer and his management team were focussing on
another transaction at that time."
Section 10 of the Offer to Purchase ("Background of the Offer and the
Merger; Contacts with the Company") is hereby amended and supplemented to delete
the words "consistent with its October 1998 proposal" in the second sentence of
the third paragraph.
Section 10 of the Offer to Purchase ("Background of the Offer and the
Merger; Contacts with the Company") is hereby amended and supplemented to insert
the following after the first sentence of the twenty-eighth paragraph:
"Parent suggested a cash merger because of its concerns, as well as
those expressed to it by the Company and its representatives, that in
light of the significant issues that existed concerning the structure
and terms of a stock transaction, the parties would be unable to reach
an agreement on the terms of such a transaction in a timely manner."
Section 11 of the Offer to Purchase ("Purpose and Structure of the
Offer and the Merger; Plans for the Company") is hereby amended and supplemented
to insert the following sentence after the first sentence of the first paragraph
under the heading "--Purpose and Structure of the Offer and the Merger":
"Once Parent controls the Company, Parent believes it will have the
ability to implement changes at the Company that are intended to
increase the profitability of the Company."
Section 14 of the Offer to Purchsae ("Certain Conditions of the Offer")
is hereby amended and supplemented to delete the phrase "the acceptance of such
Shares for payment or the payment therefor" in the first sentence and replace
such phrase with "the expiration of the Offer."
Section 14 of the Offer to Purchsae ("Certain Conditions of the Offer")
is hereby amended and supplemented to insert the words "before the expiration of
the Offer" after the phrase "at any time and from time to time" in the first
paragraph after the list of offer conditions.
Exhibit (a)(5)(i) of the Schedule TO is hereby amended and supplemented
to insert the following before the last paragraph of such exhibit:
"The Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with the tender offer."
<PAGE>
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.
NS ACQUISITION CORP.
By: /s/ Michael E. Heisley
---------------------------------------
Michael E. Heisley
Chairman & Chief Executive Officer
HEICO HOLDING, INC.
By: /s/ Michael E. Heisley
---------------------------------------
Michael E. Heisley
President and Chief Executive Officer
Dated: July 21, 2000
