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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(Amendment No. 1)
SCOPE INDUSTRIES
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(Name of Issuer)
SCOPE INDUSTRIES
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(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
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(Title of class of Securities)
809163108
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(CUSIP Number of Class of Securities)
Meyer Luskin With copy to:
Scope Industries Kay Rustand, Esq.
P.O. Box 2211 Arter & Hadden
Santa Monica, CA 90401-2211 700 S. Flower St., 30th Fl.
310-458-1574 Los Angeles, CA 90017
213-629-9300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
July 14, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holder)
CALCULATION OF FILING FEE
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Transaction Amount of Filing Fee
Valuation(1)
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$ -0- $ -0-
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[ ] 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: $2,080 Filing party: Scope Industries
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Form or registration no: Schedule 13E-4 Date filed: July 14, 1997
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer (the "Issuer") and the address of the
principal executive office of the Issuer is:
Scope Industries
233 Wilshire Boulevard
Suite 310
Santa Monica, California 90401
(b) As of June 30, 1997, 1,168,665 shares of the Issuer's common
stock, no par value, were outstanding. The Issuer sought to purchase a maximum
of 200,000 shares of common stock (the "Shares"), pursuant to a modified Dutch
auction, as described in the Offer to Purchase attached as Exhibit 9(a)(1) (the
"Offer") and incorporated herein by reference, pursuant to which securities may
have been purchased from an officer, director or affiliate of the Issuer. The
minimum consideration to be paid for such securities is $48.00 per share and the
maximum consideration to be paid for the securities is $52.00 per share. As of
August 31, 1997, the Issuer purchased all 32,313 Shares tendered under the Offer
at a purchase price of $52 per Share. Payments for the purchase were sent on or
about September 5, 1997. No Shares were purchased from officers, directors or
affiliates. As of September 8, 1997, the Issuer had 1,136,352 Shares
outstanding.
(c) The Issuer's common stock is listed for trading on the American
Stock Exchange. The following are the high and low sales prices for the common
stock as reported on the American Stock Exchange for each quarterly period
during the past two years.
<TABLE>
<CAPTION>
DATE LOW HIGH DIVIDENDS
DECLARED
PER SHARE
REGULAR EXTRA
<S> <C> <C> <C> <C>
1995
First quarter $23 1/8 $24 7/8
Second quarter $23 3/8 $25 1/8
Third quarter $25 $29
Fourth quarter $28 5/8 $32 1/2 $.50
1996
First quarter $32 $42
Second quarter $33 3/4 $38 1/2
Third quarter $37 $43 $.25
Fourth quarter $39 1/2 $50 1/4 $.70 $.30
1997
First quarter $41 $50 1/4
Second quarter $47 $54
(d) Not applicable
</TABLE>
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ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Issuer paid $1,680,276 for the Shares purchased, which was
paid from its bank account.
(b) The Issuer did not borrow any portion of the consideration paid
for the Shares purchased.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS FOR PROPOSALS OF THE ISSUER OR
AFFILIATE.
By resolution of the Board of Directors of the Issuer, the Shares were
retired upon acquisition. The Issuer desired to acquire the Shares to enhance
shareholder value.
The Issuer does not intend to (a) dispose of any of the Shares or of
any other securities of the Issuer to any person; (b) engage in any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation; (c) sell or transfer a material amount of the assets of the Issuer
or any of its subsidiaries; (d) change in any way the present Board of Directors
or management of the Issuer; (e) make any material change in the present
dividend rate or policy or indebtedness or capitalization of the Issuer; (f)
make any other material change in the Issuer's corporate structure or business;
(g) change the Issuer's charter, bylaws or instruments corresponding thereto or
take other actions that might impede the acquisition of control of the Issuer by
any person; (h) cause the class of equity security of the Issuer to be delisted
from the American Stock Exchange or from any national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) cause a class of equity security
of the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (j) suspend the Issuer's obligation to file reports pursuant
to Section 15(d) of the Exchange Act.
The Board of Directors determined that the Company's financial
condition and outlook and current market conditions, including recent trading
prices of the Shares, made this an attractive time to repurchase a significant
portion of the outstanding Shares. In the view of the Board of Directors, the
Offer represented a significant acceleration of what would otherwise have been a
continuing share repurchase program and an attractive investment and use of the
Company's cash generation abilities that should benefit the Company and its
shareholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's long
term corporate goal of seeking to increase shareholder value. The Board of
Directors believes that the Company's current net liquidity is adequate to
purchase the number of Shares tendered under the terms of the Offer and to
continue to meet the foreseeable liquidity needs of its ongoing business.
The Company provided shareholders with the opportunity to determine
the price or prices (not greater than $52.00 nor less than $48.00 per Share) at
which they were willing to sell their Shares, subject to the terms and
conditions of the Offer, and without the usual transaction costs associated with
market sales, including any odd lot discount if less than a round lot is
tendered. The Offer also allowed shareholders to sell a portion of their Shares
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while retaining a continuing equity interest in the Company if they so desired.
The Company provided shareholders with liquidity that is not present
in the secondary market that exists for the Shares. Trading volume of the
Company's shares has averaged less than 600 Shares per day over the past six
months as reported by the American Stock Exchange. For 1996, the trading volume
averaged less than 500 Shares per day. The Offer provided shareholders with the
opportunity to sell Shares in quantities larger than the existing market has
indicated it has capacity to absorb without eroding per Share price levels.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
No transaction in the Issuer's common stock was effected during the
past 40 business days by the Issuer or by any executive officer or director or
controlling shareholder of the Issuer or of any subsidiary of the Issuer, except
that Meyer Luskin, the President and a director of the Company, exercised a
stock option on June 2, 1997 and purchased 3,000 shares of the Company's common
stock at an exercise price of $32.725 per share, and Robert Henigson, a director
of the Company, sold an aggregate of 2,900 shares of the Company's common stock
in open market transactions. Mr. Henigson sold 700 shares on May 16, 1997, 1,200
shares on May 30, 1997, 300 and 600 shares on July 1, 1997, and 100 shares on
July 2, 1997, and Mr. Henigson received $50.375, $53, $53.125 and $54 per share,
respectively.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
There are no contracts, arrangements, understandings or relationships
relating, directly or indirectly, to the tender offer under Rule 13e-4 (whether
or not legally enforceable) between the Issuer (including any executive officer,
director or controlling shareholder of the Issuer or any subsidiary thereof) and
any other person with respect to any securities of the Issuer.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No person has been or is expected to be employed, retained or
compensated by the Issuer or by any other person on behalf of the Issuer to make
solicitations or recommendations in connection with the tender offer.
ITEM 7. FINANCIAL INFORMATION.
(a) Except as noted, the following financial data of the Issuer were
included within the Offer to Purchase attached as Exhibit 9(a)(1):
i) Audited financial statements for the two fiscal years ended
June 30, 1995 and June 30, 1996 are incorporated herein by reference to the Form
10-K of the Issuer for the period ended June 30, 1996;
ii) Unaudited balance sheets and comparative year-to-date income
statements and statements of cash flows and related earnings per share amounts
are
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incorporated herein by reference to the Issuer's most recent quarterly report
filed on Form 10-Q for the quarter ended March 31, 1997;
iii) The Company has concluded that the ratio of earnings to fixed
charges for the two most recent fiscal years and the interim periods set forth
above is not material and not applicable; and
iv) The book value per share as of June 30, 1996, the most recent
fiscal year-end, and as of March 31, 1997, the date of the latest interim
balance sheet provided above was shown on the Summary Historical Financial
Information on page 13 of the Offer to Purchase attached as Exhibit 9(a)(1).
(b) The Offer to Purchase included on page 15 pro forma financial data
to demonstrate the effect of the tender offer on the financial information
provided under Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION.
(a) There is no present or proposed contract, arrangement,
understanding or relationship between the Issuer and its executive officers,
directors or affiliates that would be material to a decision by a security
holder whether to sell, tender or hold securities being sought in this tender
offer.
(b) Other than the filing with the Securities and Exchange Commission
under Section 13e-4 of the Securities Act of 1933, as amended, and the
corresponding filing with the American Stock Exchange, no regulatory
requirements are applicable and no approvals are required for the Company to
complete the Offer.
(c) The Issuer does not intend to use credit or borrow funds to
purchase the Shares. Accordingly, Section 7 of the Exchange Act is not
applicable.
(d) There are no material pending legal proceedings relating to the
tender offer.
(e) All material information necessary to make the required
statements, in light of the circumstances under which they are made, not
materially misleading has been disclosed.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a) The following tender offer documents sent or given to security
holders by the Issuer were attached to the Schedule 13E-4 originally filed:.
(1) Offer to Purchase
(2) Letter of Transmittal
(3) Notice of Guaranteed Delivery
(4) Instruction Letter to Brokers
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(b) There is no loan agreement under Item 2 of this Schedule.
(c) There are no contracts, arrangements, understandings or
relationships referred to in Items 5 or 8(a) of this Schedule.
(d) No written opinion has been prepared by legal counsel at the
request of the Issuer pertaining to the tax consequences of the tender offer.
(e) No securities of the Issuer have been or are to be registered
under the Securities Act of 1933, as amended.
(f) One or more of the officers of the Issuer may orally solicit
security holders on behalf of the Issuer, but no written instruction, form or
other material has been furnished to such persons for their use, directly or
indirectly, in connection with the tender offer.
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: September 10, 1997 SCOPE INDUSTRIES
By: /s/ MEYER LUSKIN
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Meyer Luskin, President
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