SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 1
Tender Offer Statemet Pursuant to Section 14(D)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Amendment No. 1
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(c) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
On January 9, 1997, Parent and the Company issued a joint press release,
a copy of which is attached hereto as Exhibit (a)(10) and is incorporated by
reference, relating to the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release, dated January 9, 1997, issued by Parent and
the Company.
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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 9, 1997
ASI ACQUISITION CORP.
By: /s/ John Grosso
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Name: John Grosso
Title: President
PCA INTERNATIONAL, INC.
By: /s/ John Grosso
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Name: John Grosso
Title: President
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EXHIBIT INDEX
Exhibit No. Description
99(a)(10) Text of Press Release, dated January 9, 1997,
issued by Parent and the Company.
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FOR IMMEDIATE RELEASE
JANUARY 9,1997
PCA INTERNATIONAL, INC. and AMERICAN STUDIOS, INC. ANNOUNCE
EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD IN
TENDER OFFER FOR AMERICAN STUDIOS
Matthews, North Carolina, January 9, 1997-PCA International, Inc.(NASDAQ: PCAI)
and American Studios, Inc. (NASDAQ: AMST) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable
to the cash tender to purchase all of the outstanding shares of common stock of
American Studios expired at 11:59 p.m. on January 4, 1997. The offer was
commenced on December 20, 1996 by ASI Acquisition Corp., a wholly owned
subsidiary of PCA.
Under the Hart-Scott-Rodino Act certain purchases of stock may not be
consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice and the Federal Trade Commission and
certain waiting periods have expired.
The offer and withdrawal rights are currently scheduled to expire at 12:00
midnight, New York City time, on Wednesday, January 22, 1997. MacKenzie
Partners, Inc. is acting as the Information Agent for the offer.
CONTACTS:
Bruce A. Fisher Shawn W. Poole
Senior Vice President Executive Vice President
Chief Financial Officer Chief Financial Officer
PCA International, Inc. American Studios, Inc.
(704) 847-8011, Ext. 2404 (704) 588-4351, Ext. 5310
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