SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 2
Tender Offer Statement Pursuant to Section 14(D)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
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AMERICAN STUDIOS, INC.
(NAME OF SUBJECT COMPANY)
ASI ACQUISITION CORP.
PCA INTERNATIONAL, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
030102 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
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John Grosso
ASI ACQUISITION CORP.
C/O PCA INTERNATIONAL, INC.
815 MATTHEWS-MINT HILL ROAD
MATTHEWS, NORTH CAROLINA 27102
TELEPHONE: (704) 847-8011
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
MARC WEINGARTEN, ESQ.
SCHULTE ROTH & ZABEL LLP
900 THIRD AVENUE
NEW YORK, New York 10022
TELEPHONE: (212) 756-2000
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ASI Acquisition Corp. (the "Purchaser"), a North Carolina corporation and
a wholly owned subsidiary of PCA International, Inc., a North Carolina
corporation ("Parent"), and Parent hereby amend and supplement (i) their
Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities
and Exchange Commission (the "Commission") on December 20, 1996 with respect
to the Purchaser's offer to purchase all of the outstanding shares of common
stock, par value $.001 per share (the "Shares"), of American Studios, Inc., a
North Carolina corporation (the "Company"), and (ii) their Statement on Schedule
13D, with respect to the Shares.
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
(i) The information set forth in the ninth paragraph of the Introduction
of the Offer to Purchase is hereby amended by deleting the last sentence thereof
and inserting the following sentence:
"The Offer will not remain open following the Expiration Date."
(ii) The information set forth in the second sentence of the thirteenth
paragraph of the Introduction of the Offer to Purchase is hereby amended by
deleting the word "sole" and inserting the word "reasonable".
(iii) The information set forth in the second and fourth sentences of the
first paragraph of Section 4 of the Offer to Purchase is hereby amended by
deleting the word "sole" and inserting the word "reasonable".
(iv) The information set forth in clause (ii) of the first sentence of the
first paragraph of Section 14 of the Offer to Purchase is hereby amended by
inserting the words "before the Expiration Date" immediately after the word
"satisfied".
(vi) The information set forth in clause (iii) of the first paragraph of
the first paragraph of Section 14 of the Offer to Purchase is hereby amended by
deleting the words "time of payment for any such Shares" and inserting the words
"Expiration Date".
(vii) The information set forth in the first sentence of the last
paragraph of Section 14 of the Offer to Purchase is hereby amended by deleting
the word "sole" and inserting the word "reasonable".
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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: January 17, 1997
ASI ACQUISITION CORP.
By: /s/ Bruce A. Fisher
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Name: Bruce A. Fisher
Title: Secretary
PCA INTERNATIONAL, INC.
By: /s/ Bruce A. Fisher
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Name: Bruce A. Fisher
Title: Senior Vice President
(Principal Accounting
Officer)
