<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
------------------------
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 Notice and Communications on Behalf of Bidder)
------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
On February 3, 1999, Purchaser accepted for payment a total of 9,142,838
Shares, representing approximately 98.4% of the outstanding Shares. On February
5, 1999, Purchaser consummated the debt and equity financing transactions which
funded the acquisition of the Company, and the Merger was effected pursuant to
the short-form merger provisions of Delaware law, without the vote of any other
stockholder of the Company. Copies of the definitive financing documents will be
filed by Parent with the Commission shortly on a Current Report on Form 8-K.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding thereto the following exhibits:
(a)(14) Press release issued by Parent on February 5, 1999.
<PAGE> 3
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
------------------------------------
Ira B. Morgenstern
Senior Vice President -- Finance
MORIARTY ACQUISITION CORP.
By: /s/ IRA B. MORGENSTERN
------------------------------------
Ira B. Morgenstern
Treasurer
Dated: February 5, 1999
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(14) Text of Press Release issued by Parent on February 5, 1999
</TABLE>
<PAGE> 1
EXHIBIT 99(a)(14)
FOR IMMEDIATE RELEASE
- ---------------------
February 5, 1999
Contact:
Ira B. Morgenstern
Holmes Products Corp.
Senior Vice President - Finance
508/634-8050
HOLMES PRODUCTS CORP. COMPLETES
-------------------------------
ACQUISITION OF THE RIVAL COMPANY
--------------------------------
Milford, Massachusetts - February 5, 1999 - Holmes Products Corp.
("Holmes") announced today that it had completed its acquisition of The Rival
Company (NASDAQ: RIVL)("Rival"). On February 3, 1999, Holmes, through its
wholly-owned subsidiary, Moriarty Acquisition Corp. ("Moriarty"), concluded the
successful tender offer for Rival's common stock at a price of $13.75 in cash
per share. Today, Holmes and Moriarty purchased and paid for the 9,142,838
tendered shares, representing approximately 98.4% of the outstanding Rival
shares, and repaid approximately $148.9 million of Rival's outstanding
indebtedness.
The acquisition and refinancing transactions were funded through new senior
credit facilities and private placements of additional subordinated debt and
equity. New equity was provided by management, certain other investors and
Berkshire Partners LLC, a Boston-based equity firm which is Holmes' largest
shareholder. The acquisition of the remaining Rival shares was effected through
the merger, effective today, of Moriarty with and into Rival. As a result of
the merger, Rival became a wholly-owned subsidiary of Holmes.
"We are thrilled to complete the acquisition of The Rival Company,"
commented Jordan A. Kahn, President and Chief Executive Officer. "This is a
great day for Holmes and Rival. We look forward to even greater success as a
leader in the electrical appliance industry."
<PAGE> 2
Pursuant to the terms of the merger, former holders of Rival common stock
who did not tender their shares are entitled to receive $13.75 in cash for each
of their shares. Such holders will be mailed a formal notice of merger and
instructions to follow in order to obtain the cash payments for their shares
which they are entitled to receive as a result of the merger.
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.
# # #
