SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
to
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CCA INDUSTRIES, INC.
(NAME OF ISSUER)
CCA INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
124867102
(CUSIP Number of Class of Securities)
Ira W. Berman
Executive Vice President, General Counsel and Secretary
CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07030
(201) 330-1400
Copies to:
Michael I. Stolzar, Esq.
Zissu Gumbinger & Stolzar LLP
950 Third Avenue
New York, New York 10022
(212) 371-3900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
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CALCULATION OF FILING FEE
Transaction Valuation: $2,500,000 (a)
Amount of Filing Fees: $500.00 (b)
_________
(a) Calculated as the aggregate maximum purchase price to be paid for
2,500,000 shares in the offer based on its market value in accordance
with Section (a)(4) of Regulation 240.0-11(a), i.e. its last sales price
reported for June 1, 2000.
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
[ 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: $500.00
Form or Registration No.: Schedule TO
Filing Party: CCA Industries, Inc.
Date Filed: June 7, 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:
[ ] third-party tender offer subject to Rule 14d-1.
[X] 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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The following amendments are made to the Offer to Purchase Document:
1. The second and third paragraphs of the Offer to Purchase's
"Summary Term Sheet," at page 1, are amended to provide as
follows:
If more than 2,500,000 shares of Common Stock are duly tendered prior
to the expiration of the Offer, and not withdrawn, the Company, at present,
and subject to the conditions set forth in Section 5, intends to purchase
2,500,000 shares of Common Stock as follows:
First, the Company will accept all validly tendered shares, not
withdrawn, of each shareholder who beneficially owns as of the date of the
Offer to Purchase (and continues to own as of the Expiration Date) an
aggregate of less than 100 shares (and pro rata from such shareholders to the
extent that more than 2,500,000 shares satisfy this criteria, with the pro
rata measure's result rounded down, if necessary, to avoid the purchase of
fractional shares). Second, the Company will accept other validly tendered
shares not withdrawn on a pro rata basis so that the Company accepts an
aggregate of 2,500,000 shares pursuant to the Offer (with the pro rata
measure's result rounded down, if necessary, to avoid the purchase of
fractional shares).
2. The Offer to Purchase's Summary Term Sheet is amended, at page 2,
(a) to change the heading "The Company" to "The Company/Common
Stock Price Range"; and (b) [to add the following paragraph
immediately following the first sentence paragraph: ("CCA
Industries was incorporated in Delaware in 1983."):
The Company's Common Stock is traded on the NASDAQ National Market. The
high and low sales prices during the fiscal year ended November 30, 1999 were
2.125 (1st Quarter) and 1.0633 (2nd Quarter). The high and low sales prices
during fiscal 2000, through March 26, 2000, were 1.75 (1st Quarter) and .813
(2nd Quarter).
3. The "Risk Factors" section of the Offer to Purchase's Summary Term
Sheet, at page 4, is amended to add a third paragraph and a fourth
paragraph under the first numbered Risk Factor, as follows:
As of February 29, 2000, the Company's material indebtedness outstanding
that would constitute senior indebtedness consisted, primarily, of $7,965,672
owed as trade and other payables, and $1,600,000 indebtedness to PNC Bank.
(The Company has a PNC Bank credit line of $7 million pursuant to a revolving
credit agreement.) The indenture does not limit the amount of indebtedness,
including senior indebtedness, that the Company or any subsidiary may create,
incur, assume or guarantee. (As at February 29, 2000, the Company had total
liabilities of $9,565,672 and total assets of $24,497,287.)
The Company's debt service currently consists of the interest on the
outstanding balance of its $7,000,000 line of credit with PNC Bank. Although
this line has been renewed year-to-year and PNC Bank has not required any 'pay
down' of outstanding indebtedness, there can be no assurance that PNC Bank,
in the near term or at any time prior to maturity of subordinated debentures
issuable in this Offer, will not require such payment. The outstanding
indebtedness under the line of credit was $1,400,000 and $1,600,000 at
February 29, 2000 and November 30, 1999, respectively. The Company had
sufficient cash and marketable securities available ($3,562,042 at February
29, 2000 and $3,507,599 at November 30, 1999, respectively) to cover its debt
service of $1,616,663 and $1,519,664 as of February 29, 2000 and November 30,
1999, respectively. If available in like amount in future years, these funds
would also be sufficient to cover the Company's pro forma debt service of
$1,691,633 and $1,819,664 at February 29, 2000 and November 30, 1999,
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respectively, through year four of the five years-to-maturity subordinated
debentures (calculating the pro forma event of a full tender of 2,500,000
shares and issuance of subordinated debentures in accordance with the Offer's
terms). However, in respect of debt service for a fifth year subject of such
pro forma calculation ($6,819,664), the Company would be required to utilize
cash and marketable securities, if available, and would otherwise be required
to utilize funds from its line of credit, but there can be no assurance that
such resources, or like resources, including credit, in sufficient amount,
will be available at that time.
4. (a) The second sentence under the heading "Withdrawal Rights," at
page 11 of the Offer to Purchase's Summary Term Sheet, and the
second sentence under the heading "Withdrawal Rights," at Section
3 of the Offer to Purchase, page 11, are amended to read as
follows:
You may withdraw Common Stock tendered (i) at any time during the period
that the Offer remains open, and (ii) if not yet accepted for payment, after
the expiration of forty business days from the June 7, 2000 commencement date
of the Offer.
5. Section 4 of the Offer to Purchase, "Payment for Shares: The
Subordinated Debentures and Indenture," is amended to add the
following paragraph under the heading (and prior to the first sub-
heading, "A. Payment"):
See (hereinabove) the "Summary Term Sheet - Risk Factors" (hereinabove),
for particular information about the Company's ability to service and pay
subordinated-indenture indebtedness, including pro forma information.
6. The first paragraph of Section 5 of the Offer to Purchase,
"Certain Conditions of the Offer," at pages 18 and 19, is amended
to provide as follows:
All of the following conditions must be satisfied or waived on or before
expiration of the Offer:
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept any Common Stock tendered, and may terminate or amend
the Offer or may postpone the acceptance of Common Stock tendered, if any of
the following circumstances or events shall have occurred (or shall reasonably
have been determined by the Company to have occurred), in the Company's sole
judgment in any such case and regardless of the circumstances (including any
action or omission to act by the Company): (1) in the reasonable judgment of
the Board of Directors, in consideration of circumstances prevailing at the
Expiration Date, acceptance and purchase of Common Stock tendered would not
be in the Company's best interest because an insufficient number of shares
have been tendered; provided, however, that no such judgment will be made if
more than 100,000 Common Stock shares are tendered; and (2) there is, in the
Board of Director's reasonable judgment, any (a) material legal action or
proceeding instituted or threatened challenging such transactions or otherwise
materially adversely affecting the Company, (b) suspension of or limitation
on prices for trading securities generally on any United States national
securities exchange or over-the-counter market, (c) declaration of a banking
moratorium by federal or state authorities or any suspension of payment by
banks in the United States, (d) limitation affecting the Company imposed by
federal or state authorities on the extension of credit by lending
institutions, or (e) commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States.
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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 Amendment No. 1 to Schedule TO,
originally filed June 7, 2000, is true, complete and correct.
Dated: June 23, 2000 CCA INDUSTRIES, INC.
By: s/ Ira W. Berman
Ira W. Berman, Secretary
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