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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ARDEN INDUSTRIAL PRODUCTS, INC.
(NAME OF SUBJECT COMPANY)
PARK-OHIO INDUSTRIES, INC.
P O ACQUISITION CORPORATION
(BIDDERS)
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COMMON SHARES, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
039780101
(CUSIP NUMBER)
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RONALD J. COZEAN, ESQ.
PARK-OHIO INDUSTRIES, INC.
23000 EUCLID AVENUE
CLEVELAND, OHIO 44117
(216) 692-7200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
MARY ANN JORGENSON, ESQ.
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1304
(216) 479-8500
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$41,936,736 $8,387
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* For purposes of calculating amount of filing fee only. The amount
assumes the purchase of 6,989,456 Common Shares, par value $.01 per
share of Arden Industrial Products, Inc., at $6.00 net in cash per
share. The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50
of 1% of the value of the shares to be purchased.
[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.
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Amount Previously Paid: $8,387 Filing Party: PARK-OHIO INDUSTRIES, INC. and P O ACQUISITION CORPORATION
Form or Registration No.: Schedule 14D-1 Date Filed: June 26, 1997
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CUSIP NO. 039780101 14D-1
1 NAME OF REPORTING PERSON:
P O Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY:
4 SOURCES OF FUNDS:
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Minnesota
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
6,882,532
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES: [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
Approximately 98.5%
10 TYPE OF REPORTING PERSON:
CO
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CUSIP NO. 039780101 14D-1
1 NAME OF REPORTING PERSON:
Park-Ohio Industries, Inc. (34-6520107)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY:
4 SOURCES OF FUNDS:
BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
6,882,532
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES: [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
Approximately 98.5%
10 TYPE OF REPORTING PERSON:
CO
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This Amendment No. 1 (Final Amendment) to Schedule 14D-1 amends and
supplements the Tender Offer Statement (the "Statement") of P O Acquisition
Corporation, a Minnesota corporation (the "Purchaser") and Park-Ohio
Industries, Inc., an Ohio corporation (the "Parent") filed on June 26, 1997,
relating to the offer by the Purchaser to purchase all outstanding Common
Shares, par value $.01 per share, of Arden Industrial Products, Inc., a
Minnesota corporation, as set forth in the Statement. This filing constitutes
the final amendment to the Statement. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Statement is hereby amended
and supplemented by the following:
At 5:00 p.m., New York City time, on Friday, July 25, 1997, the Offer
expired. Based on a preliminary count, approximately 6,882,532 Shares were
tendered pursuant to the Offer, of which 168,764 were tendered pursuant to
notices for guaranteed delivery. On July 25, 1997, effective as of 5:01 p.m.,
New York City time, all Shares validly tendered and not withdrawn were accepted
for payment by the Purchaser, subject to the terms of the Offer.
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ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10 of the Statement is hereby
amended and supplemented by the following:
The text of the press release issued by Parent on July 28, 1997 is
attached hereto as Exhibit (a)(8) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Text of Press Release
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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: July 28, 1997 PARK-OHIO INDUSTRIES, INC.
By: /s/ James S. Walker
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Name: James S. Walker
Title: Vice President
P O ACQUISITION CORPORATION
By: /s/ James S. Walker
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Name: James S. Walker
Title: Vice President
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Exhibit (a)(8)
[PARK-OHIO LOGO]
FOR IMMEDIATE RELEASE DRAFT
CONTACT:
EDWARD F. CRAWFORD
CHAIRMAN & CHIEF EXECUTIVE OFFICER
PARK-OHIO INDUSTRIES, INC.
(216) 692-7200
PARK-OHIO INDUSTRIES COMPLETES TENDER OFFER FOR ARDEN INDUSTRIAL PRODUCTS
CLEVELAND, OH (July 28, 1997) -- Park-Ohio Industries, Inc.
(NASDAQ:PKOH) announced that it has completed its cash tender offer for all the
outstanding shares of common stock of Arden Industrial Products, Inc.
Edward F. Crawford, Chairman and Chief Executive Officer of Park-Ohio,
stated, "We are pleased that over 98 percent of Arden's Common Stock was
tendered to our Company. We look forward to the opportunity to integrate
Arden's operations with RB&W Logistics as quickly as possible."
The final step in the acquisition will be accomplished immediately by a
merger with the remaining holders of Arden shares receiving $6.00 per share in
cash, the same price as the tender offer.
RB&W Logistics is a leading national distributor of various commodity
products to the industrial market. RB&W specializes in the supply chain
management of several thousand items, primarily fasteners, principally to
original equipment manufacturers.
Park-Ohio, headquartered in Cleveland, Ohio, is a diversified
manufacturing and logistics company.
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23000 EUCLID AVENUE - EUCLID, OHIO 44117 - 216-692-7200 / FAX 216-692-7174
