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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
QMS, INC.
(Name of Subject Company)
MINOLTA INVESTMENTS COMPANY
MINOLTA CO., LTD.
(Bidders)
COMMON STOCK, $.01 PAR VALUE 74726G102
(Title of Class of Securities) (CUSIP Number of Class of Securities)
TOSHIHIRO KATAOKA ALLEN A. HANS
MINOLTA CO., LTD. MINOLTA INVESTMENTS COMPANY
3-13, AZUCHI-MACHI 2-CHOME, C/O MINOLTA CORPORATION
CHUO-KU, OSAKA 541-8556, JAPAN 101 WILLIAMS DRIVE
TELEPHONE: (81) 6-6271-2251 RAMSEY, NEW JERSEY 07446
FACSIMILE: (81) 6-6266-1010
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications of Behalf of Bidders)
COPY TO:
STEPHEN M. BESEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TELEPHONE: (212) 310-8000
FACSIMILE: (212) 310-8007
JUNE 18, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
(Continued on following pages)
(Page 1 of 3 Pages)
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed on June 14, 1999 by Minolta
Investments Company, a Delaware corporation ("Purchaser"), and Minolta Co., Ltd.
("Parent"), a Japanese corporation and the owner of all of the outstanding
capital stock of Purchaser, relating to the offer by Purchaser to purchase
5,440,000 shares of common stock, par value $0.01 per share (the "Shares"), of
QMS, Inc. (the "Company"), at $6.25 per Share, net to the seller in cash, on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 14, 1999, as amended hereby (as amended, the "Offer to Purchase"), and in
the related Letter of Transmittal and any amendments or supplements thereto
(which collectively constitute the "Offer").
ITEM 10. ADDITIONAL INFORMATION
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:
The third to last paragraph of Item 14 of the Offer to Purchase is
hereby deleted in its entirety and replaced by the foregoing:
"The foregoing conditions are for the sole benefit of Parent and
Purchaser and may be waived by Parent and Purchaser, in whole or in part, at any
time and from time to time, in the reasonable discretion of Parent or Purchaser.
The failure by Parent or Purchaser at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to
time."
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: June 23, 1999
MINOLTA CO., LTD.
By: /s/ Hiroshi Fujii
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Name: Hiroshi Fujii
Title: Director
MINOLTA INVESTMENTS COMPANY
By: /s/ Allen A. Hans
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Name: Allen A. Hans
Title: Vice President and Secretary
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