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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(FINAL AMENDMENT)
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.
Reference is hereby made to "The Tender Offer-Conditions of the Tender
Offer" in the Offer to Purchase wherein the Bidder may "terminate...the Tender
Offer...if, at the Expiration Time,...the Minimum Tender Condition [defined in
the Offer to Purchase as 66 2/3% Principal Amount of the Debentures outstanding]
shall not have been satisfied..."
As of midnight, New York City time, on February 12, 1997 (the
"Expiration Time"), 50.91% Principal Amount of the Debentures outstanding had
been tendered pursuant to the Tender Offer. The Bidder has opted to terminate
the Tender Offer as of midnight, New York City time, on February 12, 1997, as
provided by "The Tender Offer - Conditions of the Tender Offer" in the Offer to
Purchase. All Debentures and related documents tendered to date will be returned
by the Depositary to the tendering Holders as soon as practicable.
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)-(f) None.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: February 13, 1997
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
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Michael A. Price
Thomas W. Price
By: /s/ Thomas W. Price
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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
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Paul B. Luke
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