================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(RULE 14D-100)
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MINOLTA-QMS, INC.
(Name of Subject Company (Issuer))
MINOLTA INVESTMENTS COMPANY
MINOLTA CO., LTD.
MINOLTA-QMS, INC.
(Names of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
74726G 102
(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) 6-6271-2621 RAMSEY, NEW JERSEY 07446
FACSIMILE: (81) 6-6271-2283 TELEPHONE: (201) 825-4000
FACSIMILE: (201) 825-7331
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies 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
CALCULATION OF FILING FEE
========================================== ====================================
Transaction Valuation* Amount of Filing Fee
------------------------------------------ ------------------------------------
$50,373,594 $10,075
------------------------------------------ ------------------------------------
NY2:\977954\01\63760.0018
<PAGE>
* Estimated for purposes of calculating the filing fee only. The amount assumes
the purchase of 8,395,599 shares of common stock, par value $.01 per share, of
Minolta-QMS, Inc. ("Common Stock"), including the related preferred stock
purchase rights ("Rights" and, together with the Common Stock, the "Shares"), at
a purchase price of $6.00 per Share in cash. Such number of Shares includes (i)
13,266,131 Shares outstanding as of September 13, 2000, less 7,570,000 Shares
already beneficially owned by Minolta Investments Company and (ii) options and
warrants to purchase 2,699,468 Shares having an exercise price of less than
$6.00 per Share. The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[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: $10,075 Filing Party: Minolta Investments
Company
Minolta Co., Ltd.
Form or Registration No.: Not Applicable Date Filed: October 3, 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.
[X] 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: [ ]
(Continued on following pages)
(Page 1 of 7 pages)
<PAGE>
SCHEDULE TO
This Amendment No. 1 amends the Tender Offer Statement on Schedule
TO ("Schedule TO") initially filed with the Securities and Exchange Commission
on October 3, 2000 by Minolta Co., Ltd., a Japanese corporation ("Parent"), and
Minolta Investments Company, a Delaware corporation ("Purchaser") and
wholly-owned subsidiary of Parent. The Schedule TO relates to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value
$.01 per share (the "Common Stock"), of Minolta-QMS, Inc., a Delaware
corporation (the "Company"), and the related rights to purchase shares of the
Series A Participating Preferred Stock of the Company (the "Rights" and,
together with the Common Stock, the "Shares"), issued pursuant to the Rights
Agreement, dated as of March 8, 1999, by and between the Company and South
Alabama Trust Company, Inc., as Rights Agent, at a price of $6.00 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 October 3, 2000 and in
the related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"), copies of which are attached
as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 is hereby amended by the following:
The information set forth under "SPECIAL FACTORS - Background
of the Offer" in the Offer to Purchase is amended by inserting
after the words "By a unanimous vote of the directors
participating in the meeting" in the fifth sentence of the
penultimate paragraph thereof the words "(with Mr. Takekida
absent)".
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended by the following:
On October 31, 2000, Parent issued a press release announcing
that it has extended the period during which the Offer will
remain open to 5:00p.m., New York City time, Tuesday November
7, 2000. A copy of the press release is filed as Exhibit
(a)(1)(M) hereto and is incorporated herein by reference.
The information set forth under "THE TENDER OFFER - Section 2.
Acceptance for Payment and Payment" in the Offer to Purchase
is amended by deleting the first sentence of the first
paragraph thereof and substituting in its place the following:
"Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or
amended, the terms and conditions of the Offer as so
extended or amended), promptly following the
Expiration Date, Purchaser will purchase, by
accepting for payment, and will pay for, all Shares
validly tendered and not withdrawn (as permitted by
Section 4) prior to the Expiration Date."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by the following:
(a)(1)(M) Text of press release issued by Parent, dated October 31,
2000, announcing the extension of the Offer.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 is hereby amended by the following:
The information set forth under "SPECIAL FACTORS - Background
of the Offer" in the Offer to Purchase is amended as set forth
in Item 3 to this Schedule TO.
<PAGE>
The information set forth under "SPECIAL FACTORS -
Recommendation of the Special Committee and the Board;
Fairness of the Offer and the Merger - Recommendation of the
Special Committee and the Board" in the Offer to Purchase is
amended by inserting after the words "by the unanimous vote of
all those present" in the second sentence of the first
paragraph thereof the words "(with Mr. Takekida absent)".
The information set forth under "THE TENDER OFFER - Section 8.
Certain Information Concerning the Company - Company
Projections" in the Offer to Purchase is amended by inserting
the following new paragraph after the second paragraph
thereof:
"The Company assumed annual revenue growth of
approximately 20% based in part on industry
projections and the Company's current market share.
The Company estimated operating expenses based on a
detailed 2000 projection by unit and projected growth
of 13% for 2001 and 2002 and 16% for 2003. The
Company also assumed that interest expense would
decrease from 2000 through 2003 as long-term debt was
paid down. Earnings per share were calculated by
dividing net income by shares outstanding. The
Company assumed that shares outstanding would remain
the same for years 2000 through 2003 as no major
increases were anticipated."
[Remainder of page intentionally left blank.]
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of October 31, 2000 that the information set forth
in this statement is true, complete and correct.
SCHEDULE TO AND SCHEDULE 13E-3
MINOLTA INVESTMENTS COMPANY
By: /s/ Allen A. Hans
-----------------------------------
Name: Allen A. Hans
Title: Vice President and Secretary
MINOLTA CO., LTD.
By: /s/ Masanori Hondo
-----------------------------------
Name: Masanori Hondo
Title: Director
SCHEDULE 13E-3
MINOLTA-QMS, INC.
By: /s/ Edward E. Lucente
-----------------------------------
Name: Edward E. Lucente
Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(A)* Offer to Purchase, dated October 3, 2000.
(a)(1)(B)* Solicitation/Recommendation Statement on Schedule 14D-9 of the
Company, dated October 3, 2000.
(a)(1)(C)* Letter of Transmittal.
(a)(1)(D)* Notice of Guaranteed Delivery.
(a)(1)(E)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.
(a)(1)(F)* Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(G)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H)* Summary Advertisement as published in The New York Times on
October 3, 2000.
(a)(1)(I)* Text of joint press release issued by Parent and the Company,
dated October 3, 2000, announcing the commencement of the Offer.
(a)(1)(J)* Text of press release issued by Parent, dated September 13, 2000,
announcing the execution of the Merger Agreement.
(a)(1)(K)* Text of press release issued by the Company, dated September 13,
2000, announcing the execution of the Merger Agreement.
(a)(1)(L)* Letter to stockholders from Edward E. Lucente, President and Chief
Executive Officer of Minolta-QMS, Inc., dated October 3, 2000.
(a)(1)(M) Text of press release issued by Parent, dated October 31, 2000,
announcing the extension of the Offer.
(a)(5)(A)* Complaint of William Deckard against Minolta Co.,Ltd., Minolta
Investments Company, Minolta-QMS, Inc., Edward E. Lucente, Albert
A. Butler, F. Rigdon Currie, Hiroshi Fujii, Allen A. Hans, Ryusho
Kutani, Michael C. Dow, Yoshisuke Takekida, Shoei Yamana, William
R. Bowles and Robert J. Materna, filed in the Court of Chancery in
the State of Delaware on September 1, 2000.
(a)(5)(B)* Complaint of Ruth Grening against Minolta Co.,Ltd., Minolta
Investments Company, Minolta-QMS, Inc., Edward E. Lucente, Albert
A. Butler, F. Rigdon Currie, Hiroshi Fujii, Allen A. Hans, Ryusho
Kutani, Michael C. Dow, Yoshisuke Takekida, Shoei Yamana, William
R. Bowles and Robert J. Materna, filed in the Court of Chancery in
the State of Delaware on September 1, 2000.
(b) None.
(c)(1)* Opinion of The Robinson-Humphrey Company, LLC to the Special
Committee of the Board of Directors of Minolta-QMS, Inc., dated
September 13, 2000.
(c)(2)* Materials presented by The Robinson-Humphrey Company, LLC to the
Special Committee of the Board of Directors of Minolta-QMS, Inc.
on September 12, 2000.
9
<PAGE>
(c)(3)* Report prepared by KPMG Corporate Finance Kabushiki Kaisha for
Minolta Co., Ltd.
(d)* Agreement and Plan of Merger, dated as of September 13, 2000, by
and among Minolta Co., Ltd., Minolta Investments Company and
Minolta-QMS, Inc.
(e) Not applicable.
(f)* Section 262 of the Delaware General Corporation Law (included as
Annex A of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).
(g) None.
(h) None.
* Previously Filed.
