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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. 4)
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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.
[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.
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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 and
September 18, 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: [_]
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This Amendment No. 4 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 and September 18, 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").
The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated in the Schedule TO by reference with respect to
Items 1-9, 11 and 13 of the 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 to and filed with the Schedule TO as Exhibit (d)(1), is incorporated in
the Schedule TO by reference with respect to Item 5, 11 and 13 of the Schedule
TO. This Amendment No. 4 is being filed on behalf of Offeror, Parent and
Kohlberg. 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, which are incorporated by
reference to the information contained in the Offer to Purchase, are hereby
amended as follows:
1. Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and
supplemented by incorporating by reference the information contained in the
Supplement to Offer to Purchase dated September 19, 2000 attached hereto as
Exhibit (a)(1)(J).
2. Item 13 of the Schedule TO is hereby amended and supplemented to
include the following (item references correspond to Schedule 13E-3 item
numbers):
"The information set forth in the Offer to Purchase, Letter of Transmittal
and the Supplement to Offer to Purchase attached hereto as Exhibits
(a)(1)(A), (a)(1)(B) and (a)(1)(J) is hereby incorporated herein by
reference.
Item 2(e). Not applicable.
Item 4(f). Not applicable.
Item 13(b). Not applicable."
ITEM 12.
Item 12 of the Schedule TO is hereby amended and supplemented to add the
following exhibits:
"(a)(1)(J) Supplement to Offer to Purchase dated September 19, 2000.
(a)(5)(C) Order dated September 13, 2000 granting Motion for Extension
of Time in Which to Answer or Otherwise Move of BI
Incorporated dated September 1, 2000 in response to
Complaint (incorporated by reference to Exhibit (e)(13) to
the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Commission on September 19,
2000).
(c)(1) Opinion of SunTrust Equitable Securities dated August 9, 2000
(incorporated by reference to Exhibit (a)(6) to the Company's
Solicitation/Recommendation Statement on
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Schedule 14D-9 filed with the Commission on August 18, 2000).
(f)(1) Statement describing Article 113 Of The Colorado Business
Corporation Act (incorporated by reference to Annex III to
Supplement to Offer to Purchase filed as Exhibit (a)(1)(J) to
this Schedule TO)."
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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: September 19, 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
Exhibit No. Description
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(a)(1)(J) Supplement to Offer to Purchase dated September 19, 2000.
(a)(5)(C) Order dated September 13, 2000 granting Motion for Extension of
Time in Which to Answer or Otherwise Move of BI Incorporated
dated September 1, 2000 in response to Complaint (incorporated
by reference to Exhibit (e)(13) to the Company's Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the
Commission on September 19, 2000).
(c)(1) Opinion of SunTrust Equitable Securities dated August 9, 2000
(incorporated by reference to Exhibit (a)(6) to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Commission on August 18, 2000).
(f)(1) Statement describing Article 113 Of The Colorado Business
Corporation Act (incorporated by reference to Annex III to
Supplement to Offer to Purchase filed as Exhibit (a)(1)(J) to
this Schedule TO).
