<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO
SCHEDULE 14D-1
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SPRECKELS INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
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L ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
COLUMBUS MCKINNON CORPORATION
(BIDDERS)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER CUSIP NO. 849416201
SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK
PURCHASE RIGHTS)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($9.17 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($11.67 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($15.00 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($1.00 EXERCISE PRICE PER WARRANT)
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS
OF SECURITIES)
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ROBERT L. MONTGOMERY, JR.
COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228
(716) 689-5400
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH COPIES TO:
FREDERICK G. ATTEA, ESQ. MORTON A. PIERCE, ESQ.
PHILLIPS, LYTLE, HITCHCOCK, DEWEY BALLANTINE
BLAINE & HUBER 1301 AVENUE OF THE AMERICAS
3400 MARINE MIDLAND CENTER NEW YORK, NEW YORK 10019
BUFFALO, NEW YORK 14203 (212) 259-8000
(716) 847-7010
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CUSIP No. 849416201
Page 2 of 6 Pages
<TABLE>
<C> <S>
1 NAME OF REPORTING PERSON: L ACQUISITION CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 16-
1507147
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,525,352 shares of Class A Common Stock (including
1,466,297 shares of Class A Common Stock issuable
upon exercise of Warrants)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
68.4%
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10 TYPE OF REPORTING PERSON
CO
</TABLE>
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CUSIP No. 849416201
Page 3 of 6 Pages
<TABLE>
<C> <S>
1 NAME OF REPORTING PERSON: COLUMBUS McKINNON CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 16-
0547600
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,525,352 shares of Class A Common Stock (including
1,466,297 shares of Class A Common Stock issuable
upon exercise of Warrants)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
68.4%
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10 TYPE OF REPORTING PERSON
CO
</TABLE>
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This Amendment No. 6 (the "Final Amendment") further supplements the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the
Securities and Exchange Commission on August 30, 1996, as amended on September
18, 1996, September 27, 1996, October 4, 1996, October 9, 1996 and October 15,
1996, and relates to the offer by L Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Columbus
McKinnon Corporation, a New York corporation ("Parent"), to purchase (i) all
outstanding shares of Class A Common Stock, par value $0.01 per share (the
"Shares"), of Spreckels Industries, Inc. (doing business as Yale
International, Inc.), a Delaware corporation (the "Company"), including the
associated common stock purchase rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of November 11, 1995, between the Company and
ChaseMellon Shareholder Services, L.L.C. (successor to Chemical Mellon
Shareholder Services, L.L.C.), as Rights Agent, as amended, at a purchase
price of $24.00 per Share (and the associated Right) and (ii) all outstanding
warrants of the Company to purchase Shares (the "Warrants"), at a price equal
to the difference between the Offer price for the Shares and the exercise
price for each of the Warrants, in each case 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 August 30, 1996 and in the related Letter
of Transmittal (which, as amended from time to time, together constitute the
"Offer"). The item numbers and responses thereto below are in accordance with
the requirements of Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in paragraphs (a) and (b) of Item 4 of the
Schedule 14D-1 is hereby amended and supplemented as follows:
On October 16, 1996, Parent and the Banks executed definitive financing
agreements providing for, inter alia, the total amount of funds required by
Purchaser to consummate the Offer and Merger and to pay related fees and
expenses. The terms of the definitive financing agreements are substantially
the same as those contemplated by the Commitment Letter, previously filed as
Exhibit (b)(1) to the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF BIDDER.
As provided in the Merger Agreement, following completion of the Offer, five
members of the Company's Board of Directors resigned and were replaced by five
designees of Parent, Herbert P. Ladds, Jr., Robert L. Montgomery, Jr., Timothy
T. Tevens, Ned T. Librock, and Lois H. Demler. Two of the Company's Directors,
Bart A. Brown, Jr. and Gary L. Tessitore, will remain on the Board of
Directors.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in paragraphs (a) and (b) of Item 6 of the
Schedule 14D-1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on October 16,
1996. According to a preliminary count by the Depositary, there were tendered
and not withdrawn 5,059,055 Shares (including the associated Rights) and
241,162 $1.00 Warrants, 725,971 $15.00 Warrants, 284,164 $11.67 Warrants and
215,000 $9.17 Warrants to purchase Shares as of the expiration of the Offer.
The Shares and Warrants so tendered represent approximately 68.4 percent of
the outstanding Shares calculated on a fully diluted basis and the Shares so
tendered represent approximately 62.6 percent of the outstanding Shares on a
fully diluted basis excluding Warrants validly tendered and accepted for
payment pursuant to the Offer. The Purchaser accepted for payment all such
Shares and Warrants validly tendered according to the terms of the Offer.
Pursuant to the Merger Agreement, the Purchaser intends to merge with and
into the Company pursuant to the provisions of the Delaware General
Corporation Law as soon as practicable in a subsequent second-step merger. The
Merger Agreement provides that (i) at the Effective Time each issued and
outstanding Share not tendered and purchased pursuant to the Offer (other than
Shares held in the treasury of the Company, owned by Parent, Purchaser or any
other direct or indirect subsidiary of Parent or of the Company, which Shares,
by virtue
4
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of the Merger and without any action on the part of Purchaser, the Company or
the holders thereof, will be cancelled and retired without any conversion
thereof and no payment or distribution will be made with respect thereto) will
be converted, in a subsequent second-step merger into the right to receive
$24.00 in cash, without interest thereon and (ii) with respect to each Warrant
not tendered and purchased pursuant to the Offer, each Warrant holder will be
entitled to receive the difference between $24.00 and the exercise price for
such Warrant.
A press release issued by Parent prior to 9:00 a.m., New York City time, on
October 17, 1996, relating to the foregoing is filed as Exhibit (a)(13) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Form of press release issued by Parent on October 17, 1996.
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SIGNATURE
After due inquiry and to the best of its knowledge, and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 17, 1996
L ACQUISITION CORPORATION
/s/ Robert L. Montgomery, Jr.
By __________________________________
Name: Robert L. Montgomery, Jr.
Title: Vice President and Treasurer
COLUMBUS McKINNON CORPORATION
/s/ Robert L. Montgomery, Jr.
By __________________________________
Name: Robert L. Montgomery, Jr.
Title: Executive Vice President and
Chief Financial Officer
6
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Exhibit (a) (13)
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COLUMBUS MCKINNON CORPORATION
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COMPLETES TENDER OFFER FOR
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YALE INTERNATIONAL, INC.
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FOR IMMEDIATE RELEASE
October 17, 1996
AMHERST, NY -- Columbus McKinnon Corporation (Nasdaq: CMCO) today announced that
its wholly owned subsidiary, L Acquisition Corporation, completed its $24 per
share cash tender offer for all of the outstanding shares of Class A Common
Stock (the "Shares") of Spreckels Industries, Inc. (doing business as Yale
International, Inc.) (Nasdaq: YALE) (including the associated common stock
purchase rights) and all outstanding warrants (the "Warrants") of Spreckels
Industries, Inc. to purchase Shares.
The Offer expired at 12:00 midnight, New York City time, on October 16,
1996. According to a preliminary count by First Chicago Trust Company of New
York, Depositary for the Offer, there were tendered and not withdrawn 5,059,055
Shares (including the associated common stock purchase rights) and 241,162 $1.00
Warrants, 725,971 $15.00 Warrants, 284,164 $11.67 Warrants and 215,000 $9.17
Warrants as of the expiration of the tender offer. The Shares and Warrants so
tendered represent approximately 68.4 percent of the outstanding Shares
calculated on a fully diluted basis and the Shares so tendered represent
approximately 62.6 percent of the outstanding Shares on a fully diluted basis
excluding Warrants validly tendered and accepted pursuant to the Offer. All such
Shares and Warrants validly tendered according to the terms of the tender offer
were accepted for payment.
Columbus McKinnon Corporation also announced that all outstanding Shares
not tendered and purchased pursuant to the tender offer will be acquired in a
subsequent second-step merger at the same price of $24.00 in cash, without
interest thereon. With respect to all outstanding Warrants not tendered and
purchased pursuant to the tender offer, each Warrant holder will be entitled to
receive the difference between $24.00 and the exercise price for such Warrant in
cash upon the exercise of such Warrant. Columbus McKinnon currently expects to
consummate the second-step merger as soon as practicable.
Columbus McKinnon Corporation designs, manufactures and sells a broad
range of material handling, lifting and positioning products which are sold in
the domestic and international markets. Its products are sold through
distributors to end-users for numerous applications in the general
manufacturing, crane building, mining, construction, transportation,
entertainment, power generation, waste management, agriculture, marine, medical
and other markets, and to hardware and farm equipment
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distributors, mass merchandisers and rental outlets for consumer use.
Columbus McKinnon Stock trades on the Nasdaq National Market System
under the symbol, "CMCO."
CONTACT: Robert L. Montgomery, Jr. Executive Vice President and
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Chief Financial Officer of Columbus McKinnon Corporation, (716) 689-5400.
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