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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. 4)
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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 further
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.
(f) The information set forth in Paragraph (f) of Item 10 is hereby amended
and supplemented by the following:
Reference is made to the information appearing in Exhibit (a)(13), which
information is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding thereto the following exhibit:
(a)(13) Text of Press Release issued by Parent on February 3, 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: February 3, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(13) Text of Press Release issued by Parent on February 3, 1999
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EXHIBIT (a)(13)
FOR IMMEDIATE RELEASE
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February 3, 1999
Contact:
Ira B. Morgenstern
Holmes Products Corp.
Senior Vice President - Finance
508/634-8050
HOLMES PRODUCTS CORP. COMPLETES CASH
TENDER OFFER FOR SHARES OF THE RIVAL COMPANY
Milford, Massachusetts - February 3, 1999 - Holmes Products Corp.
("Holmes") announced today that its wholly owned subsidiary, Moriarty
Acquisition Corp., had completed its cash tender offer for all outstanding
shares of Common Stock of The Rival Company (NASDAQ: RIVL)("Rival") at a price
of $13.75 per share, net to the seller in cash.
Holmes stated that, based on a preliminary count, a total of approximately
9,142,838 shares of Rival's Common Stock (including approximately 12,529 shares
subject to guarantees of delivery or receipt of additional documentation) had
been properly tendered pursuant to the offer, which expired at 5:30 p.m., New
York City time, today, and that all such tendered shares had been accepted for
purchase in accordance with the terms and conditions of the offer.
The shares tendered constitute approximately 98.4% of Rival's currently
outstanding Common Stock (including shares subject to guarantees of delivery or
receipt of additional documentation).
As previously announced, any shares of Rival's Common Stock not tendered
and purchased pursuant to the offer will be acquired in a subsequent merger
transaction at the same $13.75 per share cash price. It is anticipated that the
merger and the transactions to finance the purchase of the tendered shares will
be consummated on Friday, February 5, 1999, pursuant to the short-form merger
provisions of Delaware law, without the vote of the holders of the remaining
shares of Rival's Common Stock.
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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 a variety of decorative and home
office lighting products, as well as various replacement filters and accessories
for its products.
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.
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, Form 10-Q and Form 8-K 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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