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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
MINOLTA-QMS, INC.
(Name of Subject Company (Issuer))
MINOLTA INVESTMENTS COMPANY
MINOLTA CO., LTD.
(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)
<TABLE>
<S> <C>
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
</TABLE>
(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
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$50,373,594 $10,075
</TABLE>
* 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.
/ / 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
</TABLE>
/ / 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.
/X/ 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 10 pages)
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<PAGE>
CUSIP NO. 74726G 102 TO PAGE 2 OF 10
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<C> <S>
1 NAME OF REPORTING PERSONS:
Minolta Investments Company
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS:
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER:
7,570,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON
7,570,000
WITH
10 SHARED DISPOSITIVE POWER:
0
</TABLE>
<TABLE>
<C> <S>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,570,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
57.1%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
2
<PAGE>
CUSIP NO. 74726G 102 TO PAGE 3 OF 10
<TABLE>
<C> <S>
1 NAME OF REPORTING PERSONS:
Minolta Co., Ltd.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS:
OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Japan
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER:
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
7,570,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON
0
WITH
10 SHARED DISPOSITIVE POWER:
7,570,000
</TABLE>
<TABLE>
<C> <S>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,570,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
57.1%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
3
<PAGE>
SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by Minolta Investments Company, a Delaware corporation (the "Purchaser")
and wholly-owned subsidiary of Minolta Co., Ltd., a Japanese corporation
("Parent"), 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) hereto, respectively. The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Minolta-QMS, Inc., a Delaware
corporation. The Company's principal executive offices are located at One
Magnum Pass, Mobile, Alabama 36618 and its phone number is
(334) 633-4300.
(b) This statement relates to the Common Stock, par value $.01 per share, of
which 13,266,131 Shares were issued and outstanding as of September 13,
2000. The information set forth on the cover page and in the
"INTRODUCTION" of the Offer to Purchase is incorporated by reference
herein.
(c) The information set forth in "THE TENDER OFFER--Section 6. Price Range of
Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in "THE TENDER OFFER--Section 6. Price Range of
the Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
(f) The information set forth in "SPECIAL FACTORS--Background of the Offer"
of the Offer to Purchaser is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Statement is being filed by Parent and Purchaser. The information
set forth in the "INTRODUCTION" and "THE TENDER OFFER--Section 9. Certain
Information Concerning Purchaser and Parent" of the Offer to Purchase and
Schedule I thereto is incorporated herein by reference.
(b) The information set forth in the "THE TENDER OFFER--Section 9. Certain
Information Concerning Purchaser and Parent" of the Offer to Purchase and
on Schedule I thereto is incorporated herein by reference.
(c) The information set forth in the "THE TENDER OFFER--Section 9. Certain
Information Concerning Purchaser and Parent" of the Offer to Purchase and
on Schedule I thereto is incorporated herein by reference. During the
last five years, none of Purchaser or Parent or, to the best knowledge of
Purchaser or Parent, any of the persons listed on Schedule I to the Offer
to Purchase (i) has been convicted in a criminal proceeding (excluding
traffic
4
<PAGE>
violations or similar misdemeanors) or (ii) was a party to any judicial
or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of such laws. Unless otherwise noted, the
persons listed on Schedule I to the Offer to Purchase are citizens of
Japan.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in "SPECIAL FACTORS--Related Party
Transactions" of the Offer to Purchase is incorporated herein by
reference. Except as disclosed above in this Item 5 (a), during the past
two years, there have been no transactions that would be required to be
disclosed under this Item 5 (a) between any of Purchaser or Parent or, to
the best knowledge of Purchaser and Parent, any of the persons listed on
Schedule I to the Offer to Purchase, and the Company or any of its
executive officers, directors or affiliates.
(b) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS--Background of the Offer" and "SPECIAL FACTORS--The Merger
Agreement" of the Offer to Purchase is incorporated herein by reference.
Except as set forth in the "INTRODUCTION", "SPECIAL FACTORS--Background
of the Offer" and "SPECIAL FACTORS--The Merger Agreement" of the Offer to
Purchase, there have been no material contacts, negotiations and
transactions during the past two years which would be required to be
disclosed under this Item 5 (b) between any of Purchaser or Parent or any
of their respective subsidiaries or, to the best knowledge of Purchaser
and Parent, any of those persons listed on Schedule I to the Offer to
Purchase, and the Company or its affiliates concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a
material amount of assets.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a),(c)(1),
(4)-(7)The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS--Background of the Offer", "SPECIAL FACTORS--Purpose and
Structure of the Offer and the Merger; Reasons of Parent for the Offer
and the Merger", "SPECIAL FACTORS--Plans for the Company After the Offer
and the Merger; Certain Effects of the Offer", "SPECIAL FACTORS--The
Merger Agreement", "THE TENDER OFFER--Section 6. Price Range of the
Shares; Dividends", and "THE TENDER OFFER--Section 7. Effect of the Offer
on the Market for the Shares; Stock Exchange Listing; Exchange Act
Registration; Margin Regulations" of the Offer to Purchase is
incorporated herein by reference.
(c)(2)-(3)
Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "THE TENDER OFFER--Section 10. Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by
reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS--Background of the Offer", "SPECIAL FACTORS--Beneficial Ownership
of Common Stock", "SPECIAL FACTORS--Transactions and Arrangments
Concerning the Shares" and "THE
5
<PAGE>
TENDER OFFER--Section 9. Certain Information Concerning the Purchaser and
Parent" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in Schedule II to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the "INTRODUCTION" and "THE TENDER OFFER--
Section 13. Certain Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "SPECIAL FACTORS--The Merger Agreement",
"SPECIAL FACTORS--Plans for the Company After the Offer and the Merger;
Certain Effects of the Offer" and "THE TENDER OFFER--Section 12. Certain
Legal Matters; Required Regulatory Approvals" is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated herein by reference
ITEM 12. EXHIBITS.
(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 other 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)(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,
6
<PAGE>
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.
(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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
The information set forth in the "INTRODUCTION", "SPECIAL FACTORS--Interests
of Certain Persons in the Offer and the Merger", "SPECIAL FACTORS--Plans for the
Company after the Offer and the Merger;Certain Effects of the Offer", "THE
TENDER OFFER--Section 7. Effects of the Offer on the Market for the Shares;
Stock Exchange Listing; Exchange Act Registration; Margin Regulations", "SPECIAL
FACTORS--Purpose and Structure of the Offer and the Merger; Reasons of Parent
for the Offer and the Merger", "THE TENDER OFFER--Section 5. Certain Tax
Consequences", "SPECIAL FACTORS--Recommendation of the Special Committee and the
Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS--Opinion of
Financial Advisor", "SPECIAL FACTORS--Position of Parent and Purchaser Regarding
Fairness of the Offer and the Merger", "THE TENDER OFFER--Section 11. Certain
Conditions of the Offer", "SPECIAL FACTORS--Background of the Offer", "SPECIAL
FACTORS--The Merger Agreement", "SPECIAL FACTORS--Beneficial Ownership of Common
Stock" and "SPECIAL FACTORS--Transactions and Arrangements Concerning the
Shares" of the Offer to Purchase and Schedule II to the Offer to Purchase is
incorporated herein by reference. In addition, Item 8 of Minolta-QMS, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and Item
1 of Minolta-QMS, Inc.'s Quarterly Rerport on Form 10-Q for the quarter ended
June 30, 2000 are incorporated herein by reference.
7
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of October 3, 2000 that the information set forth
in this statement is true, complete and correct.
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<S> <C> <C>
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
</TABLE>
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies as of October 3, 2000 that the information set
forth in this statement is true, complete and correct.
<TABLE>
<S> <C> <C>
SCHEDULE 13E-3
MINOLTA-QMS, INC.
By: /s/ EDWARD E. LUCENTE
--------------------------------------
Name: Edward E. Lucente
Title: President and Chief Executive Officer
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
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)(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.
</TABLE>
9
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<TABLE>
<CAPTION>
<S> <C>
EXHIBIT NO. DESCRIPTION
------------------------------- ------------------------------------------------------------
(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.
(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.
</TABLE>
10
