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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
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BI Incorporated (Issuer)
(Name of Subject Company)
KBII Acquisition Company, Inc. (Offeror)
KBII Holdings, Inc. (Offeror's Parent )
(Names of Filing Persons)
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Common Stock, No Par Value Per Share
(Title of Class of Securities)
055467203
(CUSIP Number of Class of Securities)
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Christopher Lacovara
111 Radio Circle
Mount Kisco, New York 10549
Telephone (914) 241-7430
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
With Copies To:
Gregory K. Gale, Esq.
Hunton & Williams
600 Peachtree Street, N.E., Suite 4100
Atlanta, GA 30308-2216
Telephone (404) 888-4000
Calculation of Filing Fee
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Transaction Valuation: * Amount of Filing Fee:
$73,249,630 $14,650
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* For purposes of calculating the filing fee only. This amount is based on
a per share offering price of $8.25 for 7,968,818 shares of common stock
and for options to purchase 909,925 shares of common stock with strike
prices lower than $8.25 that may become exercisable before or during a
subsequent offer period, if any. Pursuant to the Agreement and Plan of
Merger, dated as of August 10, 2000, by and among BI Incorporated (the
"Company"), KBII Holdings, Inc. and KBII Acquisition Company, Inc.
(together, the "Bidders"), the Company represented to the Bidders that,
as of such date, it had 7,968,818 shares of common stock issued and
outstanding. 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 Bidders.
[_]Check 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: None
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[_]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 offer subject to Rule 14d-1
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transactions subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reposting the
results of the tender offer: [ ]
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This Tender Offer Statement on Tender Offer Schedule TO (this "Schedule
TO") is filed by KBII Acquisition Company, Inc., a Colorado corporation
("Offeror") and a direct wholly owned subsidiary of KBII Holdings, Inc., a
Delaware corporation ("Parent"). This Schedule TO relates to the offer by
Offeror to purchase all outstanding shares of Common Stock, no par value per
share (the "Shares"), of BI Incorporated, a Colorado corporation (the
"Company"), including the associated common stock purchase rights at a
purchase price of $8.25 per Share, net to the seller in cash and without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 18, 2000 (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1)(A) and (a)(1)(B) respectively (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1-9 and
11 of this Schedule TO. The Agreement and Plan of Merger, dated as of August
10, 2000, among Offeror, Parent and the Company, a copy of which is attached
as Exhibit (d)(1) hereto is incorporated herein by reference with respect to
Items 5 and 11 of this Schedule TO.
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ITEM 3.
(a), (b) and -- The information set forth in the Introduction, Section 9,
(c) (1), (c) (2) "Certain Information Concerning Offeror and Parent" and
and (c) (5) Annex I of the Offer to Purchase is incorporated herein
by reference.
(c) (3) -- To the best knowledge of Offeror and Parent, no person
listed in Annex I of the Offer to Purchase has, during
the past five years, been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors).
(c) (4) -- To the best knowledge of Offeror and Parent, no person
listed in Annex I of the Offer to Purchase has, during
the past five years, been 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 federal or state securities
laws.
ITEM 10.
-- Not applicable because (a) the consideration offered
consists solely of cash, (b) the offer is not subject to
any financing condition and (c) the offer is for all
outstanding securities of the subject class.
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ITEM 12.
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(a) (1) (A) -- Offer to Purchase dated August 18, 2000.
(a) (1) (B) -- Form of Letter of Transmittal.
(a) (1) (C) -- Form of Notice of Guaranteed Delivery.
(a) (1) (D) -- Form of Letter to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a) (1) (E) -- Form of Letter to Clients from Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
(a) (1) (F) -- Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a) (1) (G) -- Press Release issued by the Company on August 11, 2000.*
(a) (1) (H) -- Summary Advertisement as published in The Wall Street
Journal on August 18, 2000.
(b) (1) -- Commitment Letter, dated August 10, 2000, by and between
National City Bank and Parent.
(b) (2) -- Commitment Letter, dated August 17, 2000, by and between
The Prudential Insurance Company of America and Parent.
(b) (3) -- Equity Commitment Letter, dated August 7, 2000, from
Kohlberg Investors III, L.P.
(c) -- None or not applicable.
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(d) (1) -- Agreement and Plan of Merger, dated as of August 10, 2000,
among Offeror, Parent and the Company.
(d) (2) -- Form of Side Letter, among Offeror, Parent and certain
shareholders of the Company, to be entered into in
substantially the same form at or prior to the
consummation of the Merger.
(d) (3) -- Stock Voting and Tender Agreement dated as of August 10,
2000, among Offeror, Parent and certain shareholders of
the Company.
(d) (4) -- Form of Separation Policy, to be entered into in
substantially the same form at or prior to the
consummation of the Merger.
(d) (5) -- Confidentiality Agreement between Kohlberg & Co., L.L.C.
and the Company, dated as of January 21, 2000.
(d) (6) -- Form of Stockholders' Agreement for KBII Holdings, Inc.,
to be entered into in substantially the same form at or
prior to the consummation of the Merger.
(d) (7) -- Form of Stock Option Plan for KBII Holdings, Inc., to be
entered into in substantially the same form at or prior to
the consummation of the Merger.
(d) (8) -- Form of Rollover Option Grant Letter for KBII Holdings,
Inc., to be entered into in substantially the same form at
or prior to the consummation of the Merger.
(d) (9) -- Form of Non-Rollover Option Grant Letter for KBII
Holdings, Inc., to be entered into in substantially the
same form at or prior to the consummation of the Merger.
(e) through (h) -- None or not applicable.
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* Incorporated by reference to Schedule TO-C filed with the Securities and
Exchange Commission by Offeror and Parent on August 11, 2000.
ITEM 13.
Not applicable.
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.
Dated: August 18, 2000 KBII ACQUISITION COMPANY, INC.
/s/ Christopher Lacovara
By___________________________________
Name: Christopher Lacovara
Title: Secretary
Dated: August 18, 2000 KBII HOLDINGS, INC.
/s/ Christopher Lacovara
By___________________________________
Name: Christopher Lacovara
Title: Secretary
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EXHIBIT INDEX
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(a) (1) (A) -- Offer to Purchase dated August 18, 2000.
(a) (1) (B) -- Form of Letter of Transmittal.
(a) (1) (C) -- Form of Notice of Guaranteed Delivery.
(a) (1) (D) -- Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a) (1) (E) -- Form of Letter to Clients from Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
(a) (1) (F) -- Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a) (1) (G) -- Press Release issued by the Company on August 11, 2000.*
(a) (1) (H) -- Summary Advertisement as published in The Wall Street
Journal on August 18, 2000.
(b) (1) -- Commitment Letter, dated August 10, 2000, by and between
National City Bank and Parent.
(b) (2) -- Commitment Letter, dated August 17, 2000, by and between
The Prudential Insurance Company of America and Parent.
(b) (3) -- Equity Commitment Letter, dated August 7, 2000, from
Kohlberg Investors III, L.P.
(c) -- None or not applicable.
(d) (1) -- Agreement and Plan of Merger, dated as of August 10, 2000,
among Offeror, Parent and the Company.
(d) (2) -- Form of Side Letter among Offeror, Parent and certain
shareholders of the Company, to be entered into in
substantially the same form at or prior to the
consummation of the Merger.
(d) (3) -- Stock Voting and Tender Agreement dated as of August 10,
2000, among Offeror, Parent and certain shareholders of
the Company.
(d) (4) -- Form of Separation Policy, to be entered into in
substantially the same form at or prior to the
consummation of the Merger.
(d) (5) -- Confidentiality Agreement between Kohlberg & Co., L.L.C.
and the Company, dated as of January 21, 2000.
(d) (6) -- Form of Stockholders' Agreement for KBII Holdings, Inc.,
to be entered into in substantially the same form at or
prior to the consummation of the Merger.
(d) (7) -- Form of Stock Option Plan for KBII Holdings, Inc., to be
entered into in substantially the same form at or prior to
the consummation of the Merger.
(d) (8) -- Form of Rollover Option Grant Letter for KBII Holdings,
Inc., to be entered into in substantially the same form at
or prior to the consummation of the Merger.
(d) (9) -- Form of Non-Rollover Option Grant Letter for KBII
Holdings, Inc., to be entered into in substantially the
same form at or prior to the consummation of the Merger.
(e) through (h) -- None or not applicable.
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* Incorporated by reference to Schedule TO-C filed with the Securities and
Exchange Commission by Offeror and Parent on August 11, 2000.
