SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
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* Amount of filing fee: $20,811.50
* 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.
( ) 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.
Amount Previously Paid: $20,811.50 Filing Party: American Enter-
prises, L.L.C.
Form of Registration No. Schedule 14D-1/13D Date Filed: July 19, 1996
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 Amendment No. 1 to the Company's Schedule 14D-9, the
Company has entered into a definitive merger agreement with Columbus
McKinnon Corporation, pursuant to which Columbus McKinnon agreed to
commence a tender offer to purchase all outstanding Shares at a price
of $24 per Share and all outstanding Warrants at the applicable spread
between $24 and the exercise price of such warrant. On August 30,
1996, Columbus McKinnon, through a wholly owned subsidiary, commenced
such offer.
ITEM 10. ADDITIONAL INFORMATION.
On September 3, 1996, Parent issued a press release announcing
that the Purchaser had terminated the Offer. A copy of the press
release is attached hereto as Exhibit (g)(5) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(5) Press Release, issued September 3, 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: September 3, 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)(5) Press Release,
issued September 3, 1996
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 TERMINATES TENDER OFFER
FOR YALE INTERNATIONAL
Richmond, Va., September 3, 1996 -- American Enterprises, L.L.C.
announced today that its wholly owned subsidiary, American Enterprises
Acquisition Corp., has terminated its cash tender offer for all
outstanding common shares of Yale International, 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. Any shares or warrants
tendered pursuant to the offer will be returned promptly.
On August 26, 1996, Yale announced that it had signed a
definitive merger agreement with Columbus McKinnon Corporation under
which Columbus McKinnon will make a tender offer for Yale shares at
$24 per share. On August 30, 1996, Columbus McKinnon, through a
wholly owned subsidiary, commenced such tender offer.
Yale International, 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. The Company operates under
the name Yale International, although its legal identity remains
Spreckels Industries, Inc.
American Enterprises is an affiliate of Constellation Capital
Partners, LLC, a private equity firm.
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