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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 6)
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BI Incorporated (Issuer)
(Name of Subject Company)
KBII Acquisition Company, Inc. (Offeror)
KBII Holdings, Inc. (Offeror)
Kohlberg & Co., L.L.C. (Offeror)
(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
(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, Georgia 30308-2216
(404) 888-4000
CALCULATION OF FILING FEE
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Transaction Valuation: * Amount of filing fee:
$79,281,147 $15,857
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* For purposes of calculating 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 1,641,018 shares of common stock. Pursuant to the
Agreement and Plan of Merger, dated as of August 10, 2000, by and among
BI Incorporated (the "Company"), KBII Holdings, Inc. ("Parent") and KBII
Acquisition Company, Inc. ("Offeror"), the Company represented to Parent
and Offeror that, as of such date, it had 7,968,818 shares of common
stock and options to purchase 1,641,018 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 Offeror.
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[X] 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: $15,857
Form or Registration No.: Schedule TO
Filing Party: KBII Acquisition Company, Inc. (Offeror), KBII Holdings,
Inc. (Offeror) and Kohlberg & Co., L.L.C. (Offeror)
Date Filed: August 18, 2000, August 23, 2000, September 11, 2000,
September 18, 2000, September 19, 2000 and September 28, 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 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: [X]
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This Amendment No. 6 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on August 18,
2000, amended on August 23, 2000, September 11, 2000, September 18, 2000,
September 19, 2000 and September 28, 2000 (as amended, the "Schedule TO"), by
KBII Holdings, Inc., a Delaware corporation ("Parent"), KBII Acquisition
Company, Inc., a Colorado corporation and a direct wholly owned subsidiary of
Parent ("Offeror"), and Kohlberg & Co., L.L.C. ("Kohlberg"). The 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 (as amended, the "Offer to
Purchase"), the related Letter of Transmittal and the Supplement to Offer to
Purchase dated September 19, 2000, copies of which are attached to and filed
with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(J) (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Any capitalized term used and not otherwise defined herein shall have
the meaning ascribed to such term in the Offer to Purchase and the Schedule TO.
ITEMS 1 THROUGH 9, 11 and 13.
Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and
supplemented by incorporating by reference therein the press release issued by
the Bidders on October 4, 2000, a copy of which is filed herewith as Exhibit
(a)(1)(K) to the Schedule TO.
ITEM 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(a)(1)(K) Press Release issued by the Bidders on October 4, 2000
(filed herewith).
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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: October 4, 2000 KBII ACQUISITION COMPANY, INC.
By: /s/ James A. Kohlberg
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Name: James A. Kohlberg
Title: President
KBII HOLDINGS, INC.
By: /s/ James A. Kohlberg
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Name: James A. Kohlberg
Title: President
KOHLBERG & CO., L.L.C.
By: /s/ James A. Kohlberg
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Name: James A. Kohlberg
Title: Principal
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EXHIBIT INDEX
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Exhibit No. Description
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(a)(1)(K) Press Release issued by the Bidders on October 4, 2000
(filed herewith).
