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. 1)*
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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THE RAYMOND CORPORATION
(NAME OF SUBJECT COMPANY)
BT INDUSTRIES AB
LIFT ACQUISITION COMPANY, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $1.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
0007546881
(CUSIP NUMBER OF CLASS OF SECURITIES)
CARL-ERIK RIDDERSTRALE
BT INDUSTRIES AB
SVARVARGATAN 8
SE-595 81
MJOLBY, SWEDEN
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MAUREEN S. BRUNDAGE, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
<PAGE>
JULY 22, 1997
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT
ON SCHEDULE 13D)
*Constituting the final amendment to Schedule 14D-1.
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14D-1 AND 13D
CUSIP NO. 0007546881 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BT INDUSTRIES AB
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS (SEE INSTRUCTIONS) WC, BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(E) OR 2(F). [_]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
SWEDEN
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 10,467,686.115
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
APPROXIMATELY 97.5% OF THE SHARES ISSUED AND
OUTSTANDING AS OF JULY 22, 1997*
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
*SEE FOOTNOTE ON FOLLOWING PAGE.
14D-1 AND 13D
CUSIP NO. 0007546881 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIFT ACQUISITION COMPANY, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
<PAGE>
3. SEC USE ONLY
4. SOURCES OF FUNDS (SEE INSTRUCTIONS) WC, BK, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(E) OR 2(F). [_]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 10,467,686.115
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
APPROXIMATELY 97.5% OF THE SHARES ISSUED AND
OUTSTANDING AS OF JULY 22, 1997*
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
*SEE FOOTNOTE ON FOLLOWING PAGE.
<PAGE>
* As of July 22, 1997, there were (a) 10,738,604 Shares (as defined herein)
issued and outstanding, and (b) outstanding stock options to purchase an
aggregate of 148,586 Shares. Parent (as defined herein) owns 100% of
Purchaser (as defined herein), and Purchaser owns approximately 97.5% of the
issued and outstanding Shares (approximately 96.2% on a fully diluted basis).
Pursuant to the Agreement and Plan of Merger dated June 16, 1997 by and among
Parent, Purchaser and the Company (as defined herein), the outstanding stock
options to purchase an aggregate of 148,586 Shares will be cancelled
immediately before the merger of Purchaser with and into the Company, and each
holder thereof, in cancellation and settlement therefor, shall be entitled to
payments in cash equal to the difference between the exercise price of such
options and $33.00. Any Shares not purchased in the Offer will be cancelled
and become the right to receive $33.00 per Share when the merger of Purchaser
with and into the Company is completed.
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") which relates to the offer by Lift
Acquisition Company, Inc., a New York corporation (the "Purchaser") and an
indirect wholly-owned subsidiary of BT Industries AB, a corporation organized
under the laws of Sweden (the "Parent"), to purchase all outstanding shares of
Common Stock, par value $1.50 per share (the "Shares"), of The Raymond
Corporation, a New York corporation (the "Company"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 20,
1997 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer"). This Amendment No. 1, which constitutes the final amendment to the
Schedule 14D-1, also constitutes a Statement on Schedule 13D of the Offeror
and the Parent with respect to the Shares beneficially owned by the Offeror
and the Parent.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
On July 22, 1997, the Offeror accepted for payment a total of 10,467,686.115
Shares. Any Shares not purchased in the Offer will be cancelled and will
become the right to receive $33.00 per Share when the merger of the Purchaser
with and into the Company is completed.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by adding thereto the following:
The Offer terminated at 12:00 midnight, New York City time, on Friday, July
18, 1997.
<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: July 22, 1997
BT INDUSTRIES AB
By: /s/ CARL-ERIK RIDDERSTRALE
NAME: Carl-Erik Ridderstrale
TITLE: Chief Executive Officer
By: /s/ PER ZAUNDERS
NAME: Per Zaunders
TITLE: Chief Financial Officer
LIFT ACQUISITION COMPANY, INC.
By: /s/ CARL-ERIK RIDDERSTRALE
NAME: Carl-Erik Ridderstrale
TITLE: President
<PAGE>
EXHIBIT INDEX
EXHIBIT
(a)(9) Press release issued by the Parent on July 21, 1997
<PAGE>
FOR IMMEDIATE RELEASE
PRESS RELEASE
BT INDUSTRIES AB COMPLETES TENDER
FOR THE RAYMOND CORPORATION
MJOLBY, SWEDEN, JULY 21, 1997 - BT Industries AB ("BT") announced
today that its indirectly held wholly-owned subsidiary, Lift Acquisition
Company, Inc., had sucessfully completed its tender offer for all outstanding
shares of the common stock of The Raymond Corporation (NASDAQ: RAYM)
("Raymond") at a price of $33.00 per share in cash.
BT stated that based on a preliminary count, a total of 10,459,967
shares (including 308,908 shares subject to guarantees of delivery) had been
tendered pursuant to the offer which expired at 12:00 Midnight, New York City
time, on Friday, July 18, 1997. All such shares have been accepted for
purchase in accordance with the terms of the offer.
After giving effect to the purchase of the shares tendered, BT will
beneficially own approximately 97.4% of the outstanding common shares of
Raymond.
BT intends to effect the merger of Lift Acquisition Company, Inc.
into Raymond as promptly as possible. All remaining Raymond stockholders will
be entitled to receive in the merger the same $33.00 cash price for each of
their shares.
BT, headquartered in Mjolby, Sweden, is one of the leading European
manufacturers of lift-trucks and related materials handling equipment, and
markets its products in the United States under BT PRIME-MOVER(TM) brand name.
BT's ordinary shares are traded on the Stockholm stock exchange. BT's 1996
revenues were approximately $600 million.
The Raymond Corporation is one of the recognized leaders in North
America in supplying equipment used in the transportation, storage and
selection of products in manufacturing, warehousing and shipping applications.
Raymond sells products under its RAYMOND(TM) and DOCKSTOCKER(TM) brands and
produces OEM equipment for sale under a variety of brand names.
