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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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THE RIVAL COMPANY
(Name of Subject Company [Issuer])
MORIARTY ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
HOLMES PRODUCTS CORP.
(Bidder)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
768020109
(CUSIP Number of Class of Securities)
JORDAN A. KAHN
PRESIDENT
HOLMES PRODUCTS CORP.
233 FORTUNE BOULEVARD
MILFORD, MA 01757
(508) 634-8050
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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WITH A COPY TO:
DONALD H. SIEGEL, P.C.
MICHAEL L. ANDRESINO, ESQ.
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
100 CHARLES RIVER PLAZA
BOSTON, MASSACHUSETTS 02114
(617) 973-6100
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Moriarty Acquisition Corp., a Delaware corporation ("Purchaser"), and
Holmes Products Corp., a Massachusetts corporation ("Parent"), hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule
14D-1"), filed with the Securities and Exchange Commission on December 23, 1998,
with respect to Purchaser's offer to purchase all of the outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of The Rival Company, a
Delaware corporation (the "Company"), at a purchase price of $13.75 per Share,
net to the seller in cash, without interest thereon. All capitalized terms used
herein shall have the meaning set forth in the Schedule 14D-1 and the Offer to
Purchase dated December 23, 1998, except as may otherwise be provided herein.
ITEM 10. ADDITIONAL INFORMATION.
(b)-(c) The information set forth in Paragraphs (b) and (c) of Item 10 is
hereby amended and supplemented by the following:
The FTC has granted Parent's and the Company's request for early
termination of the waiting period under the HSR Act applicable to the purchase
of the Shares pursuant to the Offer. A press release relating to the foregoing
is filed as Exhibit (a)(10) to the Schedule 14D-1 and is incorporated herein by
reference. Affiliates of Berkshire Partners are awaiting the FTC's approval
regarding the acquisition of additional common stock of Parent pursuant to the
Equity Commitment, which approval is expected prior to the initial Expiration
Date of the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented by adding thereto the following exhibit:
(a)(10) Text of Press Release issued by Parent and the Company on January
7, 1999.
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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.
HOLMES PRODUCTS CORP.
By: /s/ IRA B. MORGENSTERN
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IRA B. MORGENSTERN
SENIOR VICE PRESIDENT -- FINANCE
MORIARTY ACQUISITION CORP.
By: /s/ IRA B. MORGENSTERN
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IRA B. MORGENSTERN
TREASURER
Dated: January 7, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(10) Text of Press Release issued by Parent on January 7, 1999
</TABLE>
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EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
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January 7, 1999
Investor Contacts:
Holmes Products Corp.
Ira Morgenstern
Senior Vice President - Finance
508/634-8050
HOLMES PRODUCTS CORP. ANNOUNCES EARLY TERMINATION OF THE
WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED
Milford, Massachusetts - January 7, 1999 - Holmes Products Corp.
("Holmes") announced today that the Federal Trade Commission ("FTC") granted
early termination of the waiting period under The Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the tender offer by Holmes'
wholly owned subsidiary, Moriarty Acquisition Corp. for all outstanding shares
of Common Stock of The Rival Company ("Rival").
As previously announced, the tender offer is being made pursuant to the
terms of a Merger Agreement among Holmes, Moriarty Acquisition Corp., and Rival.
The offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on January 25, 1999, unless the offer is extended.
Affiliates of Berkshire Partners LLC, Holmes' current majority
stockholders, are awaiting the FTC's approval regarding the acquisition of
additional common stock of Parent in connection with the financing of the
acquisition, which approval is expected prior to the expiration date.
Holmes is a leading developer, manufacturer and marketer of quality
branded home comfort products, including fans, heaters, humidifiers and air
purifiers. In addition, Holmes markets and distributes dehumidifiers and a
variety of decorative and home office lighting products, as well as various
replacement filters and accessories for its products. Holmes' net sales for the
year ended December 31, 1997 were $192.2 million, and for the nine months ended
September 30, 1998 were $157.6 million.
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Rival is a leading designer, manufacturer and marketer of a variety of
products including small kitchen and personal care appliances such as
Crock-Pot(R) slow cookers, can openers and massagers; products for the home
environment including space heaters, air purifiers, showerheads, utility pumps,
humidifiers and fans; and building supply and industrial products such as
household ventilation, door chimes, ceiling fans and industrial fans. Rival's
net sales for its fiscal year ended June 30, 1998 were $376.9 million.
Some of the statements in this press release may be considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking information is inherently subject
to risks and uncertainties, which include, but are not limited to, the
successful and timely completion of this transaction, the effective integration
of Rival into Holmes and the overall economic, market, and industry conditions,
as well as the risks described from time to time in reports filed by Holmes and
Rival with the Securities and Exchange Commission, including their most recently
filed Form 10-K and Form 10-Q reports. Should any such risks or uncertainties
materialize, or underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those anticipated.
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