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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. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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 24, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
(Continued on following pages)
(Page 1 of 2 Pages)
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on June 14, 1999 by Minolta Investments Company, a
Delaware corporation ("Purchaser"), and Minolta Co., Ltd., a Japanese
corporation and the owner of all of the outstanding capital stock of Purchaser,
as amended, 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 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 on June 24, 1999
(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
On June 24, 1999, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, was terminated.
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: July 7, 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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