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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
NAMSCO CORPORATION
(NAME OF SUBJECT COMPANY)
NMS ACQUISITION COMPANY, L.L.C. (BIDDER)
SENIOR CONVERTIBLE DEBENTURES,
DUE AUGUST 2, 2003
(TITLE OF CLASS OF SECURITIES)
630001AG0
(CUSIP NUMBER OF CLASS OF SECURITIES)
Copy to:
Paul Luke Steven L. Clark, Esq.
NMS Acquisition Company, L.L.C. Chapman and Cutler
6416 Pacific Highway East 111 West Monroe Street
Tacoma, Washington 98424 Chicago, Illinois 60603
(206) 922-0355 (312) 845-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,171,631.00 $235.00
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* For purposes of calculating the filing fee only. This amount assumes the
purchase of all $5,858,154.82 Principal Amount of Senior Convertible
Debentures, due August 2, 2003 (the "Debentures") of the subject company for
20% of their Principal Amount.
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[ ] 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.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
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1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NMS Acquisition Company, L.L.C.
NMS Holding Company L.L.C.
PLM Consulting Group, LLC
Michael A. Price
Thomas W. Price
Kenneth W. McCarthy, Jr.
Paul B. Luke
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
6. Citizenship or Place of Organization
Delaware
Delaware
Delaware
U.S.A.
U.S.A.
U.S.A.
U.S.A.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
0
0
0
0
0
0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
9. Percent of Class Represented by Amount in Row (7)
0%
0%
0%
0%
0%
0%
0%
10. Type of Reporting Person (See Instructions)
CO
CO
CO
IN
IN
IN
IN
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) This Schedule relates to Senior Convertible Debentures, due August
2, 2003 (the "Debentures") of NAMSCO Corporation (the "Issuer"), the subject
company. The address of the Issuer's principal executive offices is: East 122
Montgomery, Spokane, Washington 99205.
(b) This Schedule relates to the offer by NMS Acquisition Company,
L.L.C. (the "Offeror") to purchase all $5,858,154.82 Principal Amount of the
Debentures for cash at 20% of their Principal Amount upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 13, 1996
(the "Offer to Purchase") and the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
(c) The information set forth under the captions "Certain
Considerations" and "Market and Trading Information" in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) The information set forth in "Summary" of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) During the last five years, neither the Purchaser nor, to the
best of the knowledge of the Purchaser, any person named under "Summary" in the
Offer to Purchase nor any affiliate of the Purchaser (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, Federal or state securities laws or finding any violation
of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) Other than as set forth in the Offer to Purchase, since
January 1, 1993, there have been no transactions between any of the persons
identified in Item 2 and the Issuer or, to the knowledge of the Purchaser, any
of the Issuer's affiliates, or any directors or executive officers of any such
affiliates.
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ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under the caption "Source of Funds" of
the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth under the caption "The Tender
Offer - Purpose of the Tender Offer" in the Offer to Purchase is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) Not Applicable.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in "Summary" of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Information Agent" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
Item 10. Additional Information.
(a)-(e) None.
(f) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and which are incorporated herein in their entirety by
reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(3) Supplement to Offer to Purchase dated January 2, 1997.
SIGNATURES
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: December 31, 1996
NMS ACQUISITION COMPANY, L.L.C.
NMS HOLDING COMPANY L.L.C.
PLM CONSULTING GROUP, LLC
By: /s/ Paul Luke
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Paul Luke
Michael A. Price
By: /s/ Michael A. Price
---------------------
Michael A. Price
Thomas W. Price
By: /s/ Thomas W. Price
--------------------
Thomas W. Price
Kenneth W. McCarthy, Jr.
By: /s/ Kenneth W. McCarthy, Jr.
-----------------------------
Kenneth W. McCarthy, Jr.
Paul B. Luke
By: /s/ Paul B. Luke
-----------------
Paul B. Luke
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SUPPLEMENT TO
OFFER TO PURCHASE
OFFER TO PURCHASE FOR CASH ALL
$5,858,154.82 PRINCIPAL AMOUNT OF THE
SENIOR CONVERTIBLE DEBENTURES, DUE AUGUST 2, 2003
OF
NAMSCO CORPORATION
BY
NMS ACQUISITION COMPANY, L.L.C.
FOR 20% OF THEIR PRINCIPAL AMOUNT (THE "OFFER CONSIDERATION")
Reference is made to the Offer to Purchase dated December 13, 1996 made by
NMS Acquisition Company, L.L.C., a Delaware limited liability company (the
"Offeror"), thereby offering (the "Tender Offer") to purchase for cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase") and in the accompanying Letter of Transmittal (the
"Letter of Transmittal"), all of the Senior Convertible Debentures, due August
2, 2003 (the "Debentures") of NAMSCO Corporation ("NAMSCO") for the Offer
Consideration. By notice to the Depositary, the Offeror has amended the Offer
to Purchase as set forth herein.
The Offer to Purchase dated December 13, 1996 is incorporated herein and
forms part of this Supplement to Offer to Purchase. Except as otherwise set
forth in this Supplement, the terms and conditions previously set forth in the
Offer to Purchase continue to be applicable in all respects and this
Supplement to Offer to Purchase should be read in conjunction with the Offer
to Purchase.
Words and phrases defined in the Offer to Purchase (as defined above) and
used herein have the same meaning herein as therein, unless the context
otherwise requires.
THE TENDER OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JANUARY
15, 1997, UNLESS EXTENDED. TENDERS OF DEBENTURES MAY BE WITHDRAWN AT ANY
TIME UNTIL THE EXPIRATION TIME (AS DEFINED HEREIN). NO OFFER CONSIDERATION
WILL BE PAID FOR DEBENTURES TENDERED AFTER THE EXPIRATION TIME.
NEITHER DEFAULTED INTEREST NOR ACCRUED INTEREST WILL BE PAID ON THE
DEBENTURES PURCHASED PURSUANT TO THE TENDER OFFER
EACH HOLDER OF DEBENTURES (A "HOLDER") MUST DECIDE WHETHER TO TENDER BASED
ON HIS OR HER PARTICULAR CIRCUMSTANCES. HOLDERS SHOULD CONSULT WITH THEIR
RESPECTIVE ADVISORS ABOUT THE FINANCIAL, TAX, LEGAL AND OTHER IMPLICATIONS TO
THEM OF ACCEPTING THE TENDER OFFER.
IF YOU DESIRE ADDITIONAL INFORMATION REGARDING THE TENDER OFFER OR NEED
ASSISTANCE IN TENDERING YOUR DEBENTURES, YOU MAY CALL GEORGESON & COMPANY INC.
WHICH IS ACTING AS INFORMATION AGENT FOR THE TENDER OFFER, AT (800) 223-2064.
January 2, 1997
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THE FOLLOWING REVISIONS ARE MADE TO THE OFFER TO PURCHASE DATED DECEMBER 13,
1996:
The fourth sentence of the second paragraph on page 2 of the Offer to
Purchase and the first sentence under "Summary--The Tender Offer--Acceptance
of Debentures for Payment; Payment for Debentures" on page 7 of the Offer to
Purchase has been revised to read as follows:
Promptly after the Expiration Time, and assuming the satisfaction or
waiver of the conditions specified herein, the Offeror will accept for
payment all Debentures validly tendered under the Tender Offer (or
defectively tendered, if the Offeror has waived such defect) and not
properly withdrawn.
The following paragraph is added as the third paragraph under "Summary--The
Debentures" on page 5 of the Offer to Purchase and as the second paragraph
under "Certain Considerations--Defaults upon Debentures" on page 8 of the
Offer to Purchase:
If NAMSCO is required to seek protection under Chapter 11 of the
Bankruptcy Code, the ability of Holders of the Debentures to recover their
investments is likely to be impaired and substantially delayed. Ultimate
recovery in a reorganization case would depend upon treatment of the debt
in a plan of reorganization voted on by all creditors with impaired claims
and shareholders and approved by the bankruptcy court. Given the
uncertainties inherent in any reorganization under the Bankruptcy Code,
including the potential deterioration of NAMSCO's business during the case,
the high administrative costs, the possible loss of customers, the outcome
of negotiations with creditors regarding senior indebtedness under the
original Sanwa note, as described under "Summary--The Offeror," it is not
possible to estimate what percentage of their investments Holders of the
Debentures are likely to recover under a plan of reorganization of any
Chapter 11 case. According to NAMSCO, as of November 15, 1996, NAMSCO's
senior indebtedness totaled $16,458,632.00 and is secured by substantially
all of NAMSCO's assets. The Debentures are subordinate to such senior
indebtedness. As of November 15, 1996, the book deficit of NAMSCO's net
assets totaled $530,891.00.
The second sentence of the first paragraph under "Summary--The Tender
Offer--Purpose of the Tender Offer" on page 6 of the Offer to Purchase and the
second sentence of the first paragraph under "The Tender Offer--Purpose of the
Tender Offer" on page 9 of the Offer to Purchase is restated in its entirety
as follows:
The Offeror is acquiring the Debentures for investment purposes only.
The third sentence of the first paragraph under "Certain Considerations--
Effect on Holders Who Do Not Tender" on page 9 of the Offer to Purchase is
restated in its entirety as follows:
The Indenture governing the Debentures provides for modifications to all
of the Indenture's provisions by supplemental indenture with the consent of
two-thirds of the Principal Amount of Debentures then outstanding;
provided, however, that without the consent of the holders of each
outstanding Debenture, no such supplemental indenture shall change the
Stated Maturity or any installment of interest, reduce the Principal Amount
or interest thereon, reduce the percentage of Principal Amount required for
supplemental indentures which modify provisions of the Indenture, or
otherwise materially alter the rights of all Debenture holders to institute
suit for enforcement of payment of principal or interest on the Debentures.
Under "The Tender Offer--Conditions of the Tender Offer" on pages 10-11 of
the Offer to Purchase, the term "Acceptance Date" has been revised to read
"Expiration Date" in the second paragraph; the term "sole judgment" in
paragraphs (i)-(v) and in paragraph (vii) has been revised to read "reasonable
judgment" in each such case.
Under "The Tender Offer--Expiration Date; Extension; Amendment; Termination"
on pages 11-12 of the Offer to Purchase, the first sentence of the third
paragraph has been revised to read:
The Offeror expressly reserves the right, in its sole discretion, to
terminate the Tender Offer if any of the conditions applicable thereto set
forth above under "--Conditions to the Tender Offer" shall exist and shall
not have been waived by the Offeror prior to the Expiration Time.
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The first sentence under "The Tender Offer--Acceptance of Debentures for
Payment; Payment for Debentures" on page 12 of the Offer to Purchase has been
revised to read as follows:
Upon the terms and subject to the conditions of the Tender Offer, the
Offeror will accept for payment Debentures validly tendered pursuant to the
Tender Offer (or defectively tendered, if the Offeror has waived such
defect) prior to the Expiration Time and not properly withdrawn, promptly
after the Expiration Time, assuming the satisfaction or waiver of the
conditions specified herein under "--Conditions of the Tender Offer."
The paragraph under "The Tender Offer--Source of Funds" on page 13 of the
Offer to Purchase has been restated in its entirety as follows:
The Offeror expects that approximately $1,200,000 would be required to
acquire all of the Debentures sought pursuant to the Tender Offer and to
pay related fees and expenses. The Offeror intends to obtain all of such
funds from contributions made by its affiliate, PLM Consulting Group, LLC,
under certain unsecured credit facilities and cash flow available to such
affiliate. The unsecured credit facilities are as follows: $900,000 one-
year facility (renewable annually) through Bank of America, at 7.5%
effective annual interest; $750,000 one-year facility (renewable annually)
through Key Bank, Washington, at 7.5% effective annual interest; and
$500,000 one-year facility (renewable annually) through U.S. Bank of
Washington, at 7.5% effective annual interest. As of December 26, 1996, the
affiliate had available approximately $1,400,000 under such existing credit
facilities, all of which may be contributed to the Offeror for payment of
the Offer Consideration and related fees and expenses. Currently, PLM
Consulting Group, LLC does not have specific plans or arrangements to repay
borrowings under such credit facilities, if and when made.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE OFFEROR WHICH IS NOT CONTAINED IN THIS
SUPPLEMENT TO OFFER TO PURCHASE, THE OFFER TO PURCHASE OR IN THE LETTER OF
TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD
NOT BE RELIED UPON.
INFORMATION AGENT
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
(212) 344-4600 (collect)
DEPOSITARY
Northwestern Trust and Investors Advisory Company
1201 Third Avenue, 20th Floor
Seattle, Washington 98101
(206) 442-6400 (reference Tender Offer)
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