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Previous: SCIENTIFIC GAMES HOLDINGS CORP, 8-K, 1996-08-05 |
Next: ARCH COMMUNICATIONS GROUP INC, 8-K/A, 1996-08-05 |
<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. 2)
and
SCHEDULE 13D
Pursuant to Section 13(D)
of the Securities Exchange Act of 1934
(Amendment No. 2)
------------------
AMBAR, INC.
(Name of Subject Company)
------------------
AI ACQUISITIONS CORP.
AI PARTNERS L.P.
(Bidders)
-----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
------------------
023162 10 0
(CUSIP Number of Class of Securities)
------------------
AI PARTNERS L.P.
ATTENTION: ROBERT F. SEMMENS
375 PARK AVENUE, SUITE 1705
NEW YORK, NEW YORK 10152
(212) 339-9100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
with a copy to:
MARK ZVONKOVIC, ESQ.
ANDREWS & KURTH L.L.P.
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 850-2800
-
<PAGE> 2
AI Acquisitions Corp., a Delaware corporation (the "Purchaser"), and AI
Partners L.P., a Delaware limited partnership ("Parent"), hereby amend their
Tender Offer Statement on Schedule 14D-1 dated July 9, 1996, as amended by
Amendment No. 1 dated August 1, 1996, relating to a tender offer to purchase
all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of AMBAR, Inc., a Delaware corporation (such Tender Offer Statement
on Schedule 14D-1, the "Schedule 14D-1"). All terms defined in the Schedule
14D-1 have the same meanings in this Amendment.
ITEM 4--SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 of the Schedule 14D-1 is hereby amended by incorporating therein by
reference the information contained in Section 9 of Exhibit (a)(1) hereto,
entitled "Source and Amount of Funds," with such amendment thereto as is
hereinafter described.
Such Section 9 is hereby amended in its entirety to read as follows:
The Purchaser estimates that the total amount of funds required by the
Purchaser to purchase all outstanding Shares and to pay related fees and
expenses will be approximately $73.5 million. The funds necessary to
purchase Shares pursuant to the Offer and to pay related fees and
expenses will be furnished to the Purchaser in the form of capital
contributions by Parent totalling approximately $71 million, as well as
from cash on hand at the Company. Parent has obtained such funds from the
proceeds of the sale of partnership interests to financial institutions and
other investors, including Holdings. The funds to be contributed by Parent
have been deposited in a bank account on behalf of Parent and are
irrevocably committed by the investors in Parent to consummating the Offer
and the Merger.
-2-
<PAGE> 3
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 2, 1996
AI ACQUISITIONS CORP.
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Managing Director
AI PARTNERS L.P.
By AI-GP L.L.C., general partner
By Energy Fund GP, Inc., member
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Managing Director
AI-GP, L.L.C.
By Energy Fund GP, Inc., member
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Managing Director
ENERGY FUND GP, INC.
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Managing Director
THE BEACON GROUP HOLDINGS, L.L.C.
By The Beacon Group, member
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Partner
THE BEACON GROUP
By: /s/ Robert F. Semmens
............................................
Name: Robert F. Semmens
Title: Partner
-3-
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