SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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HITOX CORPORATION OF AMERICA
(Name of Subject Company)
PAULSON ACQUISITION LLC
PAULSON RANCH LTD.
BERNARD A. PAULSON
(Bidder)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
433658101
(CUSIP Number of Class of Securities)
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PAULSON ACQUISITION LLC
C/O FOUNDERS EQUITY GROUP, INC.
2602 MCKINNEY AVENUE
SUITE 220
DALLAS, TEXAS 75204
(214) 871-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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Copy to:
PATRICK J. DOOLEY, ESQ.
VICTORIA A. BAYLIN, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
590 MADISON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 872-1000
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on March 23, 1999 and amended and supplemented with an
Amendment No. 1 filed on April 2, 1999 and an Amendment No. 2 filed on April 8,
1999 (as amended and supplemented, the "Schedule 14D-1"), relating to the offer
by Paulson Acquisition LLC, a Delaware limited liability company (the
"Purchaser") to purchase up to 1,000,000 shares of common stock, par value $0.25
per share (the "Shares") of Hitox Corporation of America (the "Company") at a
purchase price of $2.50 per share 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 March 23, 1999 and amended April 2, 1999 and April 8, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
with the Offer to Purchase, as amended from time to time, constitute the
"Offer").
The Purchaser is a wholly-owned limited liability company of the
Paulson Ranch, Ltd., a Texas limited partnership ("Paulson Ranch"). The general
partner of Paulson Ranch is Paulson Ranch Management, L.L.C., a Texas limited
liability company. The members of Paulson Ranch Management, L.L.C. are Mr.
Bernard A. Paulson and his wife. Mr. Paulson is a director and prior to March
24, 1999 was the acting Chief Executive Officer of the Company. The Purchaser,
Paulson Ranch and Mr. Paulson could be deemed to be affiliates of the Company.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6(a) and (b) of the Schedule 14D-1 are hereby amended and supplemented
by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Monday, April
19, 1999. Based on information provided by the Depositary, Founders Equity
Group, Inc., approximately 191,074 Shares were validly tendered and not
withdrawn as of the expiration of the Offer, including 62,300 Shares which were
tendered pursuant to guaranteed delivery procedures. On April 20, 1999,
Purchaser accepted for payment all tendered Shares at the Offer Price of $2.50
per Share. As a result, Mr. Paulson may be deemed to beneficially own 233,074 of
the outstanding Shares of the Company, or approximately 5% of the issued and
outstanding Shares.
Item 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by
incorporating by reference therein the press release issued by Purchaser on
April 20, 1999, a copy of which is filed as Exhibit (a) (10) hereto.
Item 11. Material to be filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended to add the following:
(a)(10) Text of Press Release of Purchaser dated April 20, 1999
2
<PAGE>
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: April 20, 1999
PAULSON ACQUISITION LLC
BY: /S/ BERNARD A. PAULSON
________________________________
Name: Bernard A. Paulson
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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(a)(10) Text of Press Release of Purchaser dated April 20, 1999
3
FOR IMMEDIATE RELEASE
April 20, 1999
PAULSON ACQUISITION
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ANNOUNCES COMPLETION OF
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TENDER OFFER FOR
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HITOX CORPORATION OF AMERICA
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CORPUS CHRISTI, TEXAS--April 20, 1999--- Paulson Acquisition LLC
("Paulson Acquisition"), an entity affiliated with Bernard Paulson, the former
Acting Chief Executive Officer and a director of Hitox Corporation of America,
announced today that it had completed its tender offer to acquire up to
1,000,000 shares of the Hitox' common stock, at $2.50 per share net to the
seller in cash. The tender offer expired as scheduled at 12:00 midnight, New
York City time, on Monday, April 19, 1999. All of the shares tendered and not
properly withdrawn were accepted for purchase upon the expiration of the tender
offer.
Paulson Acquisition has been informed by Founder's Equity Group, Inc.,
the depositary for the offer, that, as of the expiration of the tender offer,
191,074 shares (including 62,300 shares to be delivered pursuant to notices of
guaranteed delivery) were tendered, and not properly withdrawn, representing
approximately 4.1% of Hitox' common stock. As a result, Mr. Paulson may be
deemed to beneficially own 233,074 shares or approximately 5% of the outstanding
Hitox shares.
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