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. 3)
NATIONAL-STANDARD COMPANY
(Name of Subject Company (Issuer))
NS ACQUISITION CORP.
HEICO HOLDING, INC.
MICHAEL E. HEISLEY, SR.
(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* $7,119,069 Amount Of Filing Fee $1,424
<PAGE>
* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE ONLY. THIS
AMOUNT ASSUMES THE PURCHASE OF 7,119,069 SHARES OF COMMON STOCK, PAR VALUE $.01
PER SHARE (THE "SHARES"), OF NATIONAL-STANDARD COMPANY, AN INDIANA CORPORATION
(THE "COMPANY"), (WHICH INCLUDES ALL SHARES OUTSTANDING AND ALL SHARES ISSUABLE
UPON THE EXERCISE OF ALL OUTSTANDING OPTIONS AND WARRANTS) 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
AND OUTSTANDING OPTIONS AND WARRANTS TO ACQUIRE AN ADDITIONAL 1,330,500 SHARES.
BASED ON THE FOREGOING, THE TRANSACTION VALUE IS EQUAL TO THE PRODUCT OF (I)
7,119,069 SHARES (THE NUMBER OF SHARES OUTSTANDING PLUS THE NUMBER OF SHARES
ISSUABLE UPON EXERCISE OF ALL OUTSTANDING OPTIONS AND WARRANTS) 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: $1,424
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: /X/
-2-
<PAGE>
INTRODUCTION
This Amendment No. 3 (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.
ITEM 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended by adding the following:
The Offer expired at 12:00 midnight, New York City Time, on Friday,
August 4, 2000, and resulted in the tender by Company shareholders, and the
acceptance for payment by the Purchaser, of a total of 4,721,759 Shares
(including 36,950 Shares tendered pursuant to guaranteed delivery). Upon such
acquisition, the Purchaser held approximately 81.5% of the total outstanding
Shares of the Company.
Subject to the terms and conditions set forth in the Merger Agreement,
Purchaser will be merged into the Company, and each remaining Share will be
converted into the right to receive $1.00 in cash.
ITEM 12. Exhibits.
Item 12 is hereby amended by adding the following exhibit:
(a)(5)(v) Press Release issued by the Parent, dated August 7, 2000.
-3-
<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, Sr.
-------------------------------
Michael E. Heisley, Sr.
Chairman & Chief Executive Officer
HEICO HOLDING, INC.
By: /s/ Michael E. Heisley, Sr.
-------------------------------
Michael E. Heisley, Sr.
President and Chief Executive Officer
/s/ Michael E. Heisley, Sr.
------------------------------------
Michael E. Heisley, Sr.
Dated: August 8, 2000
