SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPRECKELS INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
AMERICAN ENTERPRISES ACQUISITION CORP.
AMERICAN ENTERPRISES, L.L.C.
(BIDDERS)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
WARRANTS TO PURCHASE CLASS A COMMON STOCK ($1.00 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE CLASS A COMMON STOCK ($9.17 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE CLASS A COMMON STOCK ($11.67 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE CLASS A COMMON STOCK ($15.00 EXERCISE PRICE PER WARRANT)
(Title of Class of Securities)
849416 20 1
(CUSIP Number of Class of Securities)
MR. PHILIP W. KNISELY
AMERICAN ENTERPRISES ACQUISITION CORP.
C/O AMERICAN ENTERPRISES, L.L.C.
701 EAST FRANKLIN STREET
RICHMOND, VIRGINIA 23219
(804) 649-8800
with a copy to:
MORRIS J. KRAMER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
CALCULATION OF FILING FEE
Transaction valuation: $104,057,502(1) Amount of filing fee: $20,811.50
(1) For purposes of calculating fee only. This amount
assumes the purchase (i) of an aggregate of 5,353,788 Shares
(including the associated Rights), consisting of 6,006,362 Shares and
548,686 Shares issuable upon exercise of options (less 1,201,260
Shares owned by Parent) at a purchase price of $16.50 per Share, (ii)
900,000 $9.17 Warrants at a purchase price of $7.33 per Warrant, (iii)
600,000 $11.67 Warrants at a purchase price of $4.83 per Warrant, (iv)
1,050,000 $15.00 Warrants at a purchase price of $1.50 per Warrant,
and (v) 300,000 $1.00 Warrants at a purchase price of $15.50 per
Warrant. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11(d) of the Securities Exchange Act of 1934, equals
1/50 of one percentum of the value of Shares (and associated Rights)
and Warrants purchased.
(x) Check box if any part of the fee is offset 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.
<TABLE>
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Amount Previously Paid: $20,811.50 Filing Party: American Enterprises, L.L.C.
Form of Registration No.: Schedule 14D-1/13D Date Filed: July 19, 1996
</TABLE>
American Enterprises Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of American
Enterprises, L.L.C., a Delaware limited liability company ("Parent"),
and Parent hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") relating to the Purchaser's
offer to purchase (i) all outstanding shares of Class A Common Stock,
par value $0.01 per share (the "Shares"), of Spreckels Industries,
Inc., a Delaware corporation (the "Company"), including the common
stock purchase rights (the "Rights") associated therewith and issued
pursuant to the Rights Agreement, dated as of November 11, 1995,
between the Company and Chemical Mellon Shareholder Services, L.L.C.,
as Rights Agent, as amended (the "Rights Agreement") and (ii) all
outstanding warrants to purchase Shares issued by the Company (the
"Warrants"). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Schedule 14D-1 or the Offer to
Purchase filed as an exhibit thereto. This Amendment also constitutes an
Amendment to the Schedule 13D filed by Parent with respect to the Shares,
as amended.
ITEM 1. SECURITY AND SUBJECT COMPANY
According to the Company's Solicitation/Recommendation Statement
on Schedule 14D-9, dated August 1, 1996, on July 23, 1996, the Board
of Directors of the Company determined to amend the Rights Agreement
so that the Rights will expire upon consummation of an all cash tender
offer for the common stock if, among other requirements which
previously were in effect, the offer is consummated no earlier than 90
days after it is commenced. Also on July 23, 1996, the Board resolved
to defer the Distribution Date of the Rights until the earlier of (i)
the date any person becomes an Acquiring Person (as defined in the
Rights Agreement) or (ii) such other time as shall be determined by
the Board.
The description of the amendment to the Rights Agreement is
qualified in its entirety by reference to the Amendment to the Rights
Agreement, dated July 23, 1996, which was filed with the Commission as
Exhibit 8(c) to the Company's Schedule 14D-9, and to the Schedule 14D-9.
As described in the Offer to Purchase, the Offer with respect to
the $1.00 Warrants is conditioned on the closing price of the Shares
equaling or exceeding $17.50 per Share on 20 consecutive trading days
and such Warrants thereby becoming exercisable. According to
published financial sources the closing price of the Shares has
exceeded $17.50 for 20 consecutive trading days, and therefore the
$1.00 Warrants have become exercisable. Accordingly, the condition to
the Offer with respect to the $1.00 Warrants has been satisfied.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY
(b) The information set forth in Exhibits (g)(2) and (g)(3) is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The affiliate of Parent, referenced in Sections 9 and 10 of the
Offer to Purchase, which had on hand marketable equity securities
having a market value, net of margin debt, in excess of $35 million,
has sold such securities and received proceeds in excess of $36
million. $36 million of such proceeds has been contributed to the
capital of Parent. Parent now has on hand approximately $106 million
in short-term money market instruments.
ITEM 10. ADDITIONAL INFORMATION.
On August 15, 1996, Parent issued a press release announcing that
the Purchaser has extended the Expiration Date of the Offer to 5:00
p.m, New York City time, on Monday, September 16, 1996. Parent also
announced that as of the close of business on Wednesday, August 14,
1996, approximately 3,625 Shares and no Warrants had been tendered in
the Offer. A copy of the press release is attached hereto as Exhibit
(g)(4) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2) Letter dated July 29, 1996 from counsel for Parent to special Delaware
counsel for the Company.
(g)(3) Letter dated July 31, 1996 from counsel for special Delaware counsel
for the Company to counsel for Parent.
(g)(4) Text of press release issued by American Enterprises, L.L.C. on August
15, 1996.
SIGNATURES
After due inquiry and to the best my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 1996
AMERICAN ENTERPRISES, L.L.C.
By: /s/John A. Young
_________________________________
Name: John A. Young
Title: Vice President
AMERICAN ENTERPRISES ACQUISITION CORP.
By: /s/John A. Young
___________________________________
Name: John A. Young
Title: Vice President
By: /s/Steven M. Rales
___________________________________
Name: Steven M. Rales
By: /s/Mitchell P. Rales
___________________________________
Name: Mitchell P. Rales
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME PAGE NO.
(g)(2) Letter dated July 29, 1996 from counsel for Parent to
special Delaware counsel for the Company . . . . . . .
(g)(3) Letter dated July 31, 1996 from counsel for special
Delaware counsel for the Company to counsel for Parent. .
(g)(4) Text of press release issued by American Enterprises,
L.L.C. on August 15, 1996 . . . . . . . . . . . . . . . .
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE RODNEY SQUARE
BOX 636
WILMINGTON, DELAWARE 19899-0636
----------
(302) 651-3000
July 29, 1996
Alan J. Stone, Esquire
Morris Nichols Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899
Re: American Enterprises, L.L.C. et al.
v. Spreckels Indus., Inc., et al.,
Del. Ch., C.A. No. 15109
Dear Alan:
As we advised you, we do not want to litigate
unnecessarily. Based on our discussions, we seem to be in
agreement about certain significant issues, and, thus, expedited
proceedings to resolve any issues relating to them appear to be
unnecessary at this time. In order to avoid any misunderstanding
and at your suggestion, I wanted to confirm the essence of our
discussions.
First, you have advised us that we have the same
understanding of the Expiration Provision of the Rights Plan.
Specifically, our complaint suggested that if the Expiration
Provision were to be interpreted to mean that an 85% minimum
requirement is inconsistent with the "any and all offer"
requirement, it would make compliance with that provision all but
impossible. You, on behalf of Spreckels, agree, however, that an
offer for all shares with what amounts to an 85% minimum tender
condition is an "any and all" offer within the meaning of the
Expiration Provision and that our offer, if left open for 90 days
and the 85% minimum tender condition were to be satisfied, meets
the requirements of the Expiration Provision.
Second, we discussed with you the practical problems
associated with Sections 2.4 and 2.8 of the By-Laws. Section 2.4
requires that written notice of shareholders' meetings be given
to each shareholder not less than ten (10) nor more than sixty
(60) days prior to the meeting. But Section 2.8 (the "Advance
Notice By-Law") requires that shareholders submit director
nominations not less than sixty days prior to the shareholders'
meeting. Thus, as a practical matter, the Board is required to
provide notice of a shareholders' meeting after the deadline for
director nominations has passed. In order to address this
practical problem, we have asked for, and you, on behalf of
Spreckels, have agreed to provide, advance notice of any
shareholders' meeting to allow us to submit nominations in a
timely manner (a "Pre-notice Notice"). You asked that we propose
a Pre-notice Notice period. We ask that your client provide us
with Pre-notice Notice at least 70 days before any shareholders'
meeting.
Finally, we advised you that, at this time, we do not
intend to seek injunctive relief with respect to the recent
amendment to the Rights Plan requiring that, in order to satisfy
the Expiration Provision, an offer remain open for 90 days,
although we do so without prejudice to our claim that such
amendment was unlawful. We insist that your client use the 90
days in an appropriate manner. If your client were to engage in
a dilutive transaction or otherwise compromise our ability to
satisfy the Expiration Provision or otherwise act in a manner we
believe to be inappropriate, we would seek relief from the Court.
We expressly reserve the right to seek the Court's assistance
should your client take any action that unfairly interferes with
the consummation of our offer.
Please confirm to me in writing that we are in
agreement on the interpretation of the Expiration Provision and
that you will give us 70 days notice of any shareholders'
meeting. Thank you for your help.
Very truly yours,
/s/ Marc B. Tucker
Marc B. Tucker
July 31, 1996
BY HAND
Marc B. Tucker, Esquire
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
Re: American Enterprises, et al. v.
Spreckels Industries, Inc., et al.
Del. Ch., C.A. No. 15109
Dear Marc:
With regard to your letter of July 29, 1996, I
have been authorized by my client to make the following
representations to you:
1. Under the Spreckels Industries, Inc.
Shareholder Rights Plan, an offer to purchase all shares
that is conditioned upon at least 85% of the shares being
tendered is an "any and all" offer.
2. Spreckels Industries, Inc. will give you
seventy (70) days written notice of any shareholders'
meeting to facilitate your clients' compliance with
Section 2.8 of the Company's bylaws.
Sincerely,
/s/ Alan J. Stone
Alan J. Stone
AMERICAN ENTERPRISES, L.L.C.
701 East Franklin Street
Richmond, Virginia 23219
Telephone (804) 649-8800
Telecopier (804) 783-8173
FOR IMMEDIATE RELEASE
CONTACT: John Young
Vice President
(804) 649-8801
AMERICAN ENTERPRISES EXTENDS TENDER OFFER FOR
SPRECKELS INDUSTRIES, INC. TO SEPTEMBER 16
Richmond, Va., August 15, 1996 -- American
Enterprises, L.L.C. announced today that its wholly owned
subsidiary, American Enterprises Acquisition Corp., has
extended its cash tender offer for all outstanding common
shares of Spreckels Industries, Inc. (NASDAQ:YALE) at
$16.50 per share and all outstanding warrants at the
spread between $16.50 and the exercise price of the
warrants until 5:00 p.m., New York City time, on
September 16, 1996, unless further extended. The offer
was originally scheduled to expire at 12:00 midnight, New
York City time, on August 15, 1996.
A total of approximately 3,624 shares and 0 warrants
were tendered as of the close of business on August 14,
1996.
Spreckels Industries, Inc., manufactures and
distributes a diversified line of material handling and
industrial component products, including chain and wire
hoists, actuators, scissor-lifts and rotating unions.
Principal brand names are Yale, Duff-Norton, Coffing,
Little Mule and American Lifts. Spreckels Industries
recently announced that it is changing its name to Yale
International, Inc. and is currently doing business under
that name.
American Enterprises is an affiliate of
Constellation Capital Partners, LLC, a private equity
firm.
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