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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.2)
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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:
Purchaser hereby amends the Offer to extend the date on which the Offer
expires so that the Offer and withdrawal rights will expire at 5:30 p.m., New
York City time, on Wednesday, February 3, 1999, unless the Offer is further
extended. A press release relating to the foregoing is filed as Exhibit (a)(11)
to the Schedule 14D-1 and 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)(11) Text of Press Release issued by Parent on January 25, 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 25, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(11) Text of Press Release issued by Parent on January 25, 1999
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EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE
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January 25, 1999
Contact:
Ira B. Morgenstern
Holmes Products Corp.
Senior Vice President - Finance
508/634-8050
HOLMES PRODUCTS CORP. EXTENDS TENDER
OFFER FOR SHARES OF THE RIVAL COMPANY
-------------------------------------
Milford, Massachusetts - January 25, 1999 - Holmes Products Corp.
("Holmes") announced today that it has extended the expiration date of the
tender offer to purchase all outstanding shares of Common Stock of The Rival
Company (NASD: RIVL) ("Rival") at $13.75 per share, commenced on December 23,
1998 through its wholly-owned subsidiary, Moriarty Acquisition Corp.
As extended, the offer and withdrawal rights will now expire at 5:30 P.M.,
New York City time, on Wednesday, February 3, 1999, unless the offer is further
extended. As of the close of business on January 25, 1999, 9,120,839 shares of
Rival's Common Stock (constituting approximately 98.1% of the Common Stock then
outstanding) had been tendered pursuant to the offer.
Holmes has extended the offer to provide additional time to complete the
details of the financing transactions which will fund the acquisition of Rival,
and to coincide with the planned closing of such transactions.
As previously announced, the tender offer is being made pursuant to the
terms of a Merger Agreement among Holmes, Moriarty Acquisition Corp. and Rival.
In the merger to occur following consummation of the tender offer, each share of
Rival Common Stock which is outstanding and not purchased pursuant to the tender
offer will be converted into the right to receive $13.75 in cash.
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.
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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.
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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