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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)(4) Supplement to Offer to Purchase dated January 15, 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: January 14, 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
---------------------
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. Reference is also made to the Supplement to Offer to Purchase
dated January 2, 1997. 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 and the Supplement to Offer to
Purchase dated January 2, 1997 are incorporated herein and form part of this
Supplement to Offer to Purchase dated January 15, 1997. 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 dated January 15, 1997 should be read in
conjunction with the Offer to Purchase and the Supplement to Offer to Purchase
dated January 2, 1997.
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 OFFEROR HEREBY EXTENDS THE TENDER OFFER. THE TENDER OFFER WILL EXPIRE
AT MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 12, 1997, UNLESS EXTENDED.
TENDERS OF DEBENTURES MAY BE WITHDRAWN AT ANY TIME UNTIL THE EXPIRATION
TIME (AS DEFINED IN THE OFFER TO PURCHASE). 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 15, 1997
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By notice to the Depositary and by making a public announcement by press
release, the Offeror has extended the Tender Offer. As of January 14, 1997,
the total principal amount of Debentures tendered pursuant to the Tender Offer
was $812,360.12.
THE TENDER OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY
12, 1997, UNLESS EXTENDED. TENDERS OF DEBENTURES MAY BE WITHDRAWN AT ANY TIME
UNTIL THE EXPIRATION TIME (AS DEFINED IN THE OFFER TO PURCHASE). NO OFFER
CONSIDERATION WILL BE PAID FOR DEBENTURES TENDERED AFTER THE EXPIRATION TIME.
If all conditions to the Tender Offer set forth in the Offer to Purchase
have been waived or satisfied prior to or at the Expiration Time, then,
promptly after the Expiration Time, as hereby extended, 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.
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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