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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN BUILDINGS COMPANY
(NAME OF SUBJECT COMPANY)
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ABCO ACQUISITION CORP., ABCO HOLDINGS CORP. AND
ONEX CORPORATION
(BIDDER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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024757106
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARK L. HILSON
NIGEL S. WRIGHT
C/O ONEX INVESTMENT CORPORATION
712 FIFTH AVENUE
40TH FLOOR
NEW YORK, NEW YORK 10019
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
JOEL I. GREENBERG, ESQ.
LYNN TOBY FISHER, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NY 10022
(212) 836-8000
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[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: $41,561.93 Form or Registration No.: 14D-1
Filing Party: Same as above Date Filed: April 13, 1999
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AMENDMENT NO. 2
This Amendment No. 2 hereby amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated April 13, 1999 (the "Schedule 14D-1") of ABCO
Acquisition Corp., a Delaware corporation ("Purchaser"), a wholly-owned
subsidiary of ABCO Holdings Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Onex Corporation, an Ontario corporation ("Onex"),
filed in connection with the Purchaser's offer to purchase any and all
outstanding shares of Common Stock, par value $.01 per share, of American
Buildings Company, a Delaware corporation.
This Amendment No. 2 constitutes the final amendment (the "Final
Amendment") to the Schedule 14D-1 required by Instruction D to Schedule 14D-1.
All capitalized terms used herein and not otherwise defined shall have the same
meaning as set forth in the Schedule 14D-1, as previously amended.
The Offer expired at 12:00 Midnight, New York City time, on May 10, 1999.
Pursuant to the Offer, the Purchaser accepted for payment 4,727,559 Shares
(including 44,653 Shares tendered by means of guaranteed delivery). Onex and the
Purchaser own in the aggregate 255,000 Shares representing approximately 5.0% of
the outstanding Shares.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented to incorporate by reference the
information set forth in the press release of Onex dated May 11, 1999, filed as
Exhibit (a)(8) to this Final Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Text of Press Release dated May 11, 1999.
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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.
May 11, 1999
ABCO Acquisition Corp.
By /s/ MARK L. HILSON
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Mark L. Hilson, President
ABCO Holdings Corp.
By /s/ MARK L. HILSON
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Mark L. Hilson, President
Onex Corporation
By /s/ MARK L. HILSON
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Mark L. Hilson, Vice President
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EXHIBIT INDEX
AMENDMENT NO. 2
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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(a)(8) Text of Press Release dated May 11, 1999
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ONEX CORPORATION NEWS RELEASE
[ONEX LETTERHEAD]
ONEX ACQUIRES AMERICAN BUILDINGS COMPANY
TORONTO, CANADA - Onex Corporation announced today the completion of the tender
offer by a subsidiary for all of the outstanding shares of common stock of
American Buildings Company (NASD:ABCO). Onex has accepted for payment, at US$36
per share, all of the approximately 4,728,000 shares of American Buildings'
common stock validly tendered prior to the expiration time for the offer on
May 10, 1999. These shares, together with the 255,000 shares owned by a
subsidiary of Onex, constitute approximately 98% of American Buildings'
outstanding common stock.
As soon as practicable, an Onex subsidiary will merge with American Buildings
and stockholders who did not validly tender their shares in the tender offer
will be entitled to receive US$36 net per share in cash. Materials will be
distributed to such holders to surrender their share certificates for
cancellation and payment of the share price.
American Buildings Company, headquartered in Eufaula, Alabama, is a diversified
manufacturer and marketer of metal building products throughout North America.
Principal products include metal buildings, roofing and upward-acting door
systems. The company reported 1998 sales from continuing operations of $660
million.
"We are very pleased to have been successful in the purchase of American
Buildings Company," said Mark L. Hilson, Vice President of Onex Corporation.
"The company is a leader in its industry, has a first class management team and
we plan to grow the business significantly."
"Onex is the right owner for the business," said Bob Ammerman, CEO of American
Buildings Company. "We share Onex' enthusiasm for the business and for the
potential in the industry."
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Onex will be the majority and controlling shareholder of the company and will
initially invest approximately $145 million in equity. The balance of the $405
million total transaction price will be provided by third party lenders. It is
planned that management of the company will become equity investors.
Onex Corporation is a diversified company with annual consolidated revenues of
$8.8 billion, consolidated assets of $9.3 billion and 53,000 employees. Onex was
ranked the 9th-largest company in Canada in The Financial Post 500. It operates
through autonomous subsidiaries that are leaders in their industries. They
include Sky Chefs, Celestica Inc., ClientLogic, Lantic Sugar Limited, Dura
Automotive Systems, Inc., JL French Automotive Castings, American Buildings
Company, Phoenix Pictures Inc. and Vencap, Inc. Onex shares trade on the Toronto
and Montreal exchanges under the stock symbol OCX.
For further information: Mark L. Hilson or Nigel S. Wright - (416) 362-7711
