SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14D - 100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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AMENDMENT NO. 2
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PULASKI FURNITURE CORPORATION
(Name of Subject Company)
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Pine Holdings, Inc.
Pine Acquisition Corp.
Quad-C Partners V, LP
Pulaski Furniture Corporation
Randolph V. Chrisley
Ira S. Crawford
Jack E. Dawson
James S. Dawson
James H. Kelly
Paul T. Purcell
James W. Stout
John G. Wampler
Raymond E. Winters, Jr.
Carl W. Hoffman
(Names of Filing Persons)
Common Stock
(Title of Class of Securities)
745553107
(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C> <C>
Harry H. Warner Anthony R. Ignaczak John G. Wampler
Pulaski Furniture Corporation Pine Holdings, Inc. Pulaski Furniture Corporation
One Pulaski Square c/o Quad-C Management, Inc. One Pulaski Square
Pulaski, VA 24301 230 East High Street Pulaski, VA 24301
Charlottesville, VA 22902
(804) 979-2070
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
<TABLE>
<S> <C> <C>
C. Porter Vaughan, III, Esq. John M. Reiss, Esq. William R. Waddell, Esq.
Hunton & Williams Gregory Pryor, Esq. McGuire, Woods, Battle & Boothe LLP
Riverfront Plaza White & Case LLP World Trade Center
951 East Byrd Street 1155 Avenue of the Americas Suite 9000
Richmond, VA 23219 New York, New York 10036 101 West Main Street
(212) 819-8200 Norfolk, VA 23510
</TABLE>
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/X/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO"), which relates to the offer by Pine Acquisition,
Corp. (the "Purchaser"), a Virginia corporation, a direct wholly owned
subsidiary of Pine Holdings, Inc. ("Parent"), a Virginia corporation, to
purchase all of the issued and outstanding shares of common stock of Pulaski
Furniture Corporation (the "Company"), including the associated preferred stock
purchase rights issued pursuant to the Rights Agreement, dated as of December
15, 1997 and amended as of March 29, 2000, by and between the Company and First
Union National Bank, as Rights Agent (such common stock and preferred stock
purchase rights are referred herein together as the "Common Stock"), at a price
of $22.50 per share of Common Stock, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 7, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, as they may be amended and supplemented from time
to time, together constitute the "Offer").
Item 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended to add at the end thereof the following:
"The Offer expired at 12:00 midnight, New York City time, on Friday,
May 5, 2000. Based on preliminary information provided by the Depositary, a
total of 2,025,168 shares of Common Stock (including 170,343 shares of Common
Stock subject to guarantees of delivery) have been validly tendered pursuant to
the Offer.
Parent and the Purchaser have been informed by the Company's transfer
agent that the number of issued and outstanding shares of Common Stock as of May
5, 2000, the date of the expiration of the Offer, was 2,896,425. Accordingly,
the percentage of shares of Common Stock that were tendered pursuant to the
Offer is 69.9%.
Subject to satisfaction of the requirements of the Virginia Stock
Corporation Act ("VSCA"), at the relevant time Parent intends to cause the
Purchaser to merge with and into the Company, resulting in the Company becoming
an indirect wholly owned subsidiary of Parent. In the merger, each outstanding
share of Common Stock (other than shares of Common Stock held by Parent, the
Company or any of their respective subsidiaries) will be converted into the
right to receive $22.50 per share of Common Stock in cash and without interest."
Item 11. Additional Information.
Item 11(b) is hereby amended by adding at the end thereof the
following:
On May 8, 2000, Parent issued a press release announcing that the Offer
had expired at 12:00 midnight, New York City time, on Friday, May 5, 2000. A
copy of the press release is attached hereto as Exhibit (a)(13) and is
incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented by adding the following:
Exhibit No. Description
Exhibit (a)(13) Press release dated May 8, 2000,
announcing the expiration of the Offer.
<PAGE>
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: May 8, 2000 PINE HOLDINGS, INC.
By: /s/ Anthony R. Ignaczak
---------------------------------
Name: Anthony R. Ignaczak
Title: President
Dated: May 8, 2000 PINE ACQUISITION, CORP.
By: /s/ Anthony R. Ignaczak
---------------------------------
Name: Anthony R. Ignaczak
Title: President
Dated: May 8, 2000 QUAD-C PARTNERS V, LP
By Quad-C Advisors V, L.L.C., its
General Partner
By: /s/ Anthony R. Ignaczak
---------------------------------
Name: Anthony R. Ignaczak
Title: Vice President
Dated: May 8, 2000 PULASKI FURNITURE CORPORATION
By: /s/ Harry H. Warner
---------------------------------
Name: Harry H. Warner
Title: Chairman of the Board
Dated: May 8, 2000 /s/ Randolph V. Chrisley
---------------------------------
RANDOLPH V. CHRISLEY
Dated: May 8, 2000 /s/ Ira S. Crawford
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IRA S. CRAWFORD
Dated: May 8, 2000 /s/ Jack E. Dawson
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JACK E. DAWSON
Dated: May 8, 2000 /s/ James S. Dawson
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JAMES S. DAWSON
Dated: May 8, 2000 /s/ James H. Kelley
---------------------------------
JAMES H. KELLY
Dated: May 8, 2000 /s/ Paul T. Purcell
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PAUL T. PURCELL
Dated: May 8, 2000 /s/ James W. Stout
---------------------------------
JAMES W. STOUT
Dated: May 8, 2000 /s/ John G. Wampler
---------------------------------
JOHN G. WAMPLER
Dated: May 8, 2000 /s/ Raymond E. Winters, Jr.
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RAYMOND E. WINTERS, JR.
Dated: May 8, 2000 /s/ Carl W. Hoffman
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CARL W. HOFFMAN
<PAGE>
(a)(13)
Tender Offer for Pulaski Furniture Corporation Completed
Pulaski, Virginia, May 8, 2000-Pine Holdings, Inc., a company organized by
the existing management of Pulaski Furniture Corporation and Quad C, Inc. a
financial investor, today announced that its tender offer for all outstanding
shares of common stock of Pulaski Furniture Corporation (NASDAQ:PLFC), has
expired. Pulaski is a leading manufacturer and importer of medium-priced
residential furniture. Based on preliminary information provided by the
Depositary, a total of approximately 2,025,168 shares of common stock
(representing approximately 69.9% of the 2,896,425 outstanding shares of common
stock) were validly tendered and accepted for payment. Such share amount
includes 170,343 shares subject to guarantees of delivery. The tender offer for
Pulaski, which commenced on April 7, 2000, expired at 12:00 midnight on May 5,
2000.
Pine Holdings, Inc. intends to make prompt payment for the shares of
common stock validly tendered pursuant to the tender offer. As required by the
merger agreement between Pine Holdings and Pulaski, Pulaski will convene a
meeting of its shareholders to approve the merger of Pulaski with and into a
subsidiary of Pine Holdings. The required two-thirds vote to approve the merger
is assured because, as a result of the tender offer, Pine Holdings and Pulaski's
management together own approximately 77.5% of Pulaski's shares and those shares
will be voted in favor of the merger.
Prior to the merger, Pine Holdings may acquire additional shares of
Pulaski's common stock through open market purchases or privately negotiated
transactions.
