Securities and Exchange Commission
Washington, D.C. 20549
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Schedule 13E-4
(Amendment No. 3)
(Final Amendment)
Issuer Tender Offer Transaction Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
RAWSON-KOENIG, INC.
(Name of the Issuer)
RAWSON-KOENIG, INC.
THOMAS C. RAWSON
PAMELA Y. RAWSON
RAWSON FAMILY LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
754498103
(CUSIP Number of Class of Securities)
THOMAS C. RAWSON, CHIEF EXECUTIVE OFFICER
RAWSON-KOENIG, INC.
2301 CENTRAL PARKWAY
HOUSTON, TEXAS 77092
(713) 688-4414
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
WITH COPIES TO:
GEORGE W. FAZAKERLY, ESQ.
GARY L. WOOLFOLK, ESQ.
VIAL, HAMILTON, KOCH & KNOX, L.L.P.
1717 MAIN STREET, SUITE 4400
DALLAS, TEXAS 75201
(214) 712-4400
June 4, 1997
(Date tender offer first published, sent or given to security holders)
Exhibit Index is located on Page 4
<PAGE>
INTRODUCTION
This Amendment No. 3 to the Rule 13e-4 Issuer Tender Offer
Transaction Statement on Schedule 13E-4 (this "Amendment") is being
filed by Rawson-Koenig, Inc., a Texas corporation (the "Company"), in
connection with the tender offer by the Company for all the issued and
outstanding shares of its common stock, no par value (the "Common
Stock") held by persons or entities that own Common Stock (the "Public
Shareholders") upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Letter of Transmittal (which together with the Offer to
Purchase constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13E-4 is hereby amended and supplemented as
follows:
The Offer expired at 12:00 midnight, New York City time, on October
31, 1997. Based on the preliminary count, which has been subsequently
finalized, approximately 1,282,132 Shares were tendered pursuant to the
Offer, of which 34,314 were tendered pursuant to notices of guaranteed
delivery. Such Shares (including Shares delivered pursuant to notices
of guaranteed delivery) constituted approximately 33% of the outstanding
Shares and approximately 82% of the outstanding Shares held by persons
other than the Rawson Family. On Tuesday, November 4, 1997, all Shares
validly tendered and not withdrawn prior to the expiration of the Offer
were accepted for payment. The Shares acquired in the Offer were
retired. As a result, the Rawson Family owns approximately 89% of the
outstanding Shares. The Board of Directors of the Company by resolution
declared a reverse stock split of 1 for 100 Shares to be effective on
the record date of November 24, 1997. After the reverse stock split is
completed on November 24, 1997, the Rawson Family will own over 90% of
the outstanding Shares, which is a sufficient number of Shares to enable
the Rawson Family to effect the Merger without a vote or meeting of the
Company's shareholders. The Rawson Family intends to effect the Merger
as soon as practicable after completion of the reverse stock split. A
press release issued by the Company on November 7, 1997, announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (a)(8) and is incorporated herein by
reference. A press release issued by the Company on November 11, 1997,
announcing the reverse stock split is attached hereto as Exhibit (a)(9)
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is hereby amended by adding the
following:
(a)(8) Press Release issued by the Company November 7, 1997.
(a)(9) Press Release issued by the Company November 11, 1997.
Page 2 of 4 Pages
<PAGE>
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true,
complete and correct.
November 13, 1997 Rawson-Koenig, Inc.
By: /s/ Thomas C. Rawson
--------------------
Name: Thomas C. Rawson
Title: Chief Executive Officer
/s/ Thomas C. Rawson
--------------------
Thomas C. Rawson
/s/ Pamela Y. Rawson
--------------------
Pamela Y. Rawson
Rawson Family Limited Partnership
By: /s/ Catherine A. Rawson
-----------------------
Name: Catherine A. Rawson
Title: Managing General Partner
Page 3 of 4 Pages
<PAGE>
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. SYSTEM
- ------------------------------------------------------- ----------
(a)(8) Press Release issued by the Company on
November 7, 1997.
(a)(9) Press Release issued by the Company on
November 11, 1997.
Page 4 of 4 Pages
FOR IMMEDIATE RELEASE
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FOR: RAWSON-KOENIG, INC. CONTACT: Les Horvath
2301 Central Parkway Controller
Houston, Texas 77092
RAWSON-KOENIG, INC. COMPLETES TENDER OFFER
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Houston, Texas, November 7, 1997 - Rawson-Koenig, Inc. (NASDAQ
Small-Cap Market Symbol: RAKO) announced today that its tender
offer, dated August 28, 1997, to purchase all of its outstanding
common stock at $2.15 per share, net to the seller, had expired as
scheduled at 12:00 midnight, New York City time, on Friday, October
31, 1997.
Based on a preliminary count, 1,282,132 shares of Rawson-Koenig,
Inc. common stock were tendered and accepted for payment pursuant to
the tender offer. The tendered shares represent approximately 82.24%
of the total shares that were outstanding prior to the consummation
of the tender offer, excluding shares held by the Rawson Family.
The Rawson Family holds 2,342,102 shares of Rawson-Koenig, Inc.
common stock and these shares were not tendered pursuant to the
tender offer.
Rawson-Koenig, Inc. manufactures truck service bodies, truck tool
boxes, winches and truck-mounted cranes.
FOR IMMEDIATE RELEASE
- ---------------------
FOR: RAWSON-KOENIG, INC. CONTACT: Les Horvath
2301 Central Parkway Controller
Houston, Texas 77092
RAWSON-KOENIG, INC. ANNOUNCES 1 FOR 100 REVERSE
SPLIT AND APPROVAL OF MERGER WITH RKI ACQUISITION, INC.
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Houston, Texas, November 11, 1997 - Rawson-Koenig, Inc. (NASDAQ
Small-Cap Market Symbol: RAKO) announced today that its Board of
Directors approved a 1 for 100 reverse split for all shares of Rawson-
Koenig, Inc. common stock. The reverse split is to be effective
immediately upon receipt of clearance by NASDAQ and will apply to all
outstanding shares on the record date of November 24, 1997. All
shareholders holding less than one share as a result of the reverse
split will have such holding retired by a cash payment equal to $2.15
per share for each share held prior to the reverse split.
The Board of Directors also approved the merger of Rawson-Koenig,
Inc. into RKI Acquisition, Inc., an entity that is wholly owned by
the Rawson Family. The merger is to be effective as soon as
practicable. Upon completion of the merger, RKI Acquisition, Inc.
will change its name to Rawson-Koenig, Inc.
These actions by the Board of Directors regarding the reverse
split and the merger were taken in connection with the Rawson-Koenig,
Inc. tender offer that expired on October 31, 1997, and are as
described in the Offer to Purchase dated August 28, 1997.
Rawson-Koenig, Inc. manufactures truck service bodies, truck tool
boxes, winches and truck-mounted cranes.
