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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
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New West Eyeworks, Inc.
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(Name of Subject Company)
NW Acquisition Corp.
National Vision Associates, Ltd. (Bidders)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
649156 10 6
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(Cusip Number of Class of Securities)
___________________
James W. Krause, Chairman and Chief Executive Officer
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
COPIES TO:
Mitchell Goodman, Esq.
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
David A. Stockton, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia (404) 815-6500
CALCULATION OF FILING FEE
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Amount of
Transaction Valuation* Filing Fee*
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$71,615,245 $14,323.05
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* Estimated for purposes of calculating amount of filing fee only as
described in the original filing; amount previously paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $14,323.05 Filing Party: NW Acquisition Corp.
Form or Registration No.: Schedule 14D-1 and National Vision
Associates, Ltd.
Date Filed: July 20, 1998<PAGE>
National Vision Associates, Ltd. and its wholly-owned subsidiary, NW
Acquisition Corp., hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1, originally filed on July 20, 1998, as
amended by Amendment No. 1 to Schedule 14D-1, filed on August 18,
1998, Amendment No. 2 to Schedule 14D-1, filed on September 30, 1998,
and Amendment No. 3 to Schedule 14D-1, filed on October 5, 1998, with
respect to an offer to purchase all outstanding shares of common
stock, par value $0.01 per share, of New West Eyeworks, Inc.
Capitalized terms not defined in this Amendment No. 4 have the
meanings assigned to them in the Tender Offer Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is amended and supplemented by certain of the information
contained in the Notice of Financing with respect to satisfaction of
the Financing Condition summarized in Item 10 and filed as Exhibit
(a)(17) to this Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented as follows:
The Purchaser announced in a press release issued by Parent on
October 9, 1998 that the Financing Condition had been satisfied. Such
press release is included as Exhibit (a)(16) to the Schedule 14D-1 and
is incorporated herein by reference. The Purchaser is disseminating a
statement to that effect (the "Notice of Financing") to the
stockholders of the Company, which is included as Exhibit (a)(17) to
the Schedule 14D-1 and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(16) Text of Press Release of National Vision Associates, Ltd.
dated October 8, 1998, with respect to satisfaction of
Financing Condition.
(a)(17) Notice of Financing with respect to satisfaction of the
Financing Condition.
<PAGE>
SIGNATURE
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: October 9, 1998
NW ACQUISITION CORP.
By: /s/ MITCHELL GOODMAN
Name: Mitchell Goodman
Title: Vice President, General Counsel and
Secretary
NATIONAL VISION ASSOCIATES, LTD.
By: /s/ MITCHELL GOODMAN
Name: Mitchell Goodman
Title: Senior Vice President, General Counsel and
Secretary<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(a)(16) Text of Press Release of National Vision Associates, Ltd.,
dated October 9, 1998, with respect to satisfaction of
Financing Condition
(a)(17) Notice of Financing with respect to satisfaction of
Financing Condition
Exhibit (a)(16)
CONTACTS:
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National Vision Associates, Ltd.
Angus Morrison
Senior Vice President, CFO & Treasurer
770-822-4285
www.nationalvision.com
Janice J. Kuntz
Fleishman-Hillard, Inc.
404-659-4446
FOR IMMEDIATE RELEASE
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October 9, 1998
NATIONAL VISION ASSOCIATES, LTD.
ANNOUNCES
SATISFACTION OF FINANCING CONDITION OF TENDER OFFER
LAWRENCEVILLE, Georgia October 9, 1998 -- National Vision
Associates, Ltd. (NASDAQ: NVAL) announced today that the financing
condition of its offer to purchase all of the outstanding stock,
warrants and options of New West has been satisfied. National Vision
has consummated the private offering of $125,000,000 principal amount
of 12 3/4% Senior Notes due 2005. The private offering was placed to
select institutional investors pursuant to Rule 144A under the
Securities Act by an investment banking group led by Schroder & Co.
Inc. and including First Union Capital Markets and NationsBanc
Montgomery Securities LLC. State Street Bank and Trust Company is
serving as Trustee under the Indenture for the Notes.
The expiration date of the tender offer remains midnight, Eastern time
on Thursday, October 22, 1998. As of 5:00 p.m., October 7, 1998,
approximately 4,723,859 shares of New West's common stock have been
validly tendered and not withdrawn pursuant to the offer. In
addition, the holders of convertible preferred stock and warrants of
New West have entered into letter agreements in which they have agreed
to convert or exercise such securities and tender the underlying
shares of common stock in the offer. These agreements are being amended
to reflect the changed $11.50 per share offer price. The number of
underlying shares of common stock subject to such letter agreements
is 806,563. The total number of such tendered or committed shares is
approximately 5,530,000, which represents approximately 96.7% of the
common stock of New West, assuming conversion of all convertible preferred
stock and exercise of all warrants.
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Any expectations, beliefs, and other non-historical statements
contained in this press release are forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
(the "Act"). Actual results may differ materially due to a variety of
factors that affect the Company. Forward-looking statements involve
risks and uncertainties, including but not limited to, the uncertainty
as to whether the transactions discussed in the press release will be
completed. Such factors are described in a cautionary statement for
purposes of the "Safe Harbor" provisions of the Act, contained in the
Company's Report on Form 10-Q for the second quarter of 1998. Other
risks and uncertainties are detailed from time to time in both
National Vision's and New West's periodic reports filed with the
Securities and Exchange Commission, including both companies' Annual
Reports for 1997 on Form 10-K and first and second quarter 1998
reports on Form 10-Q.
# # #
Exhibit (a)(17)
NOTICE OF FINANCING
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
NEW WEST EYEWORKS, INC.
now at
$11.50 NET PER SHARE
by
NW ACQUISITION CORP.
a Wholly-Owned Subsidiary
of
NATIONAL VISION ASSOCIATES, LTD.
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| THE FINANCING CONDITION OF THE OFFER HAS BEEN SATISFIED. THE |
| EXPIRATION DATE OF THE OFFER REMAINS 12:00 MIDNIGHT ON |
| THURSDAY, OCTOBER 22, 1998, UNLESS EXTENDED (THE "EXPIRATION |
| DATE"). SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN |
| AT ANY TIME PRIOR TO THE EXPIRATION DATE. |
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THE OFFER CONTINUES TO BE CONDITIONED UPON, AMONG OTHER THINGS,
THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION
OF THE OFFER THAT NUMBER OF SHARES THAT WOULD REPRESENT AT LEAST 51%
OF THE OUTSTANDING SHARES OF COMMON STOCK OF NEW WEST EYEWORKS, INC.
AS DETERMINED IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE OFFER.
_______________________
IMPORTANT
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To the Holders of Common Stock of New West Eyeworks, Inc.:
NW Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of National Vision Associates, Ltd., a
Georgia corporation ("Parent"), hereby notifies you that the Financing
Condition of the Offer has been satisfied. Parent has consummated the
private offering of $125,000,000 principal amount of 12 3/4% Senior
Notes due 2005 (the "Notes"), which yielded sufficient net proceeds
for Parent to fund the Purchaser's obligations pursuant to the Offer.
As a result, the Purchaser expects to consummate the Offer and accept
and pay for tendered Shares, promptly following the Expiration Date.
Capitalized terms not defined in this Notice of Financing have the
meanings assigned to them in the Offer to Purchase, dated July 20,
1998, relating to the Offer.
The Expiration Date of the Offer remains Midnight, Eastern Time,
on Thursday, October 22, 1998. As of 5:00 p.m., October 7, 1998,
approximately 5,530,000 Shares (representing approximately 97% of the
Shares expected to be outstanding when the Offer expires, assuming
conversion of all Convertible Preferred Stock and the exercise of all
Company Warrants) had been validly tendered and not withdrawn (or committed
by agreement to be tendered) in the Offer. The Shares tendered or committed
to be tendered include 806,563 Shares that were committed at the previous
$13 per Share Offer Price. Of such Shares, 621,429 are currently committed
to be tendered at the $11.50 per Share Offer Price and the Company has agreed
to use its best efforts to cause the holders of the remaining 185,134 Shares
to enter into new commitment agreements at the $11.50 per Share Offer Price.
These agreements are more fully described in Section 12 of the Offer to
Purchase under the heading "The Commitment Agreements."
Such total would be sufficient to satisfy the 51% Minimum Tender
Condition established for the consummation of the Offer. However,
holders of tendered Shares will continue to have withdrawal rights
during the extended period of the offer. The closing of the Offer
remains subject to customary conditions.
As a result of the closing of the Notes offering, the condition
of the Offer contained in paragraph (d)(ii) of Exhibit A of the Merger
Agreement (which relates to termination or amendment of the Offer upon
the occurrence of material adverse changes in the financial markets,
commodities markets or major stock exchange indices in the United
States) shall now apply only to any facts or circumstances occurring
solely after that closing, which was effective on October 8, 1998.
Questions and requests for assistance or for additional copies of
this Extension of Expiration Date, the Offer to Purchase, the Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed
to the Information Agent at its respective telephone numbers and
locations listed below. You may also contact your broker, dealer,
bank, trust company or other nominee for assistance concerning the
Offer.
NW Acquisition Corp. October 9, 1998
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
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Wall Street Plaza, 30th Floor
88 Pine Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: 1-800-223-2064
The Dealer Manager for the Offer is:
SCHRODER & CO., INC.
Equitable Center
787 Seventh Avenue
New York, New York 10019
(212) 492-6000
