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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. 3)
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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 and September 11, 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.
[ ] 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. 3 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 and September 11, 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") and the related Letter of Transmittal, copies of which are
attached to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B)
respectively (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
This Amendment No. 3 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, 4 and 11.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented to
add the following:
"On September 18, 2000, the Bidders announced that they had extended the
Offer to 12:00 midnight, New York City time, on Tuesday, October 3, 2000.
A copy of the press release containing such announcement is filed as
Exhibit (a)(1)(I) to the Schedule TO and is incorporated herein by
reference."
ITEM 12.
Item 12 of the Schedule TO is hereby amended and supplemented to add the
following exhibit:
"(a)(1)(I) Press Release issued by the Bidders on September 18, 2000."
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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 18, 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)(I) Press Release issued by the Bidders on September 18, 2000.
