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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
(Final Amendment)
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
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ERO, INC.
(Name of Subject Company)
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HC ACQUISITION CORP.
HEDSTROM CORPORATION
(Bidders)
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Common Stock, $.01 par value
(Title of Class of Securities)
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268911104 (Common Stock)
(CUSIP number of Class of Securities)
Alan B. Menkes
Hicks, Muse, Tate & Furst Incorporated
1325 Avenue of the Americas, 25th Floor
New York, New York 10019
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Bidders)
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Copy to:
Simeon Gold, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
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April 10, 1997
(Date of Event which Required Filing of Statement on Schedule 13D)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$122,600,000 $24,520
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</TABLE>
* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 10,274,300 shares of common stock, $.01 par
value per share (the "Shares"), at a per Share purchase price of $11.25 and
the cancellation of and settlement with respect to options to purchase
1,458,000 Shares. Such numbers of Shares and options represent all of the
Shares and options outstanding as of April 10, 1997.
[ ]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.
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<S> <C> <C> <C>
Amount Previously Paid: $24,520 Filing Party: HC Acquisition Corp. and
Form or Registration No.: Schedule 14D-1 and Hedstrom Corporation
Schedule 13D Date Filed: April 17, 1997
</TABLE>
Page 1 of 7 Pages
Exhibit Index is located on Page 5
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CUSIP NO. 268911104 14D-1 Page 2 of 7 Pages
- ------------------- -----------------
<TABLE>
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<S> <C> <C>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hedstrom Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 BK, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
7 PERSON 1,000*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
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TYPE OF REPORTING PERSON
10 CO
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</TABLE>
* On June 12, 1997, Hedstrom Corporation owned all of the issued and
outstanding shares of common stock, par value $.01 per share, of HC
Acquisition Corp. As a result of the consummation by HC Acquisition
Corp. on June 12, 1997 of the tender offer to which this Statement
relates, HC Acquisition Corp. became the direct beneficial owner of
10,834,922 shares of the common stock, par value $.01 per share, of
ERO, Inc. (the "Shares"). Pursuant to a second stage merger of HC
Acquisition Corp. with and into ERO, Inc. on the same day (in connection
with which merger ERO, Inc.'s certificate of incorporation was amended
and restated to, among other things, provide for an equity capital
structure including 1,000 shares of common stock, par value $.01 per
share (the "New Shares")), each Share held by a person other than
Hedstrom Corporation was converted into the right to receive $11.25 in
cash, and Hedstrom Corporation became the direct beneficial owner of
all of the New Shares.
2
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D filed on April 17, 1997 by HC
Acquisition Corp., a Delaware corporation ("Purchaser"), and Hedstrom
Corporation, a Delaware corporation ("Parent"), as amended by Amendment No. 1
filed on June 3, 1997 (as amended, the "Statement"), relating to the offer by
Purchaser to purchase all outstanding shares of common stock, $.01 par value
per share (the "Shares"), of ERO, Inc., a Delaware corporation (the "Company"),
at $11.25 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 17, 1997 (the "Offer
to Purchase"), and in the related Letter of Transmittal, copies of which are
attached to the Statement as Exhibits (a)(1) and (a)(2), respectively (which
collectively constitute the "Offer").
ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is amended and supplemented by the addition of
the following:
The Offer was extended from 12:00 midnight, New York City time, on
Wednesday, June 11, 1997, to 12:00 noon, New York City time, on Thursday, June
12, 1997, at which time the Offer expired. Following the expiration of the
Offer, Purchaser accepted for payment all Shares validly tendered pursuant to
the Offer. The Purchaser was informed by the Depositary that 10,834,922 Shares
(approximately 99.3% of the issued and outstanding Shares) were validly
tendered and not withdrawn pursuant to the Offer, including 4,662 Shares
tendered pursuant to the procedures for guaranteed delivery.
On June 12, 1997, subsequent to the consummation of the
Offer, a merger of the Purchaser with and into the Company (the "Merger")
pursuant to Section 253 of the General Corporation Law of the State of Delaware
became effective. The Company was the surviving corporation in the Merger. The
Merger was the second and final step in the acquisition by Parent of the
Company pursuant to the Agreement and Plan of Merger, dated as of April 10,
1996, by and among Parent, Purchaser and the Company (the "Merger Agreement").
The first step was the consummation of the Offer. Pursuant to the Merger
Agreement, each Share outstanding immediately prior to the effective time of
the Merger (excluding Shares owned, directly or indirectly, by the Company or
by Parent, Purchaser or any other subsidiary of Parent and Shares held by
persons exercising dissenter's rights) was converted into the right to receive
$11.25 per Share in cash. As a result of the Merger, the Company is now a
wholly owned subsidiary of Parent.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release dated June 12, 1997.
(a)(11) Text of Press Release dated June 12, 1997.
3
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 18, 1997
HEDSTROM CORPORATION
By: /s/ Andrew S. Rosen
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Title: Vice President
4
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EXHIBIT INDEX
Exhibit
(a)(10) Text of Press Release dated June 12, 1997.
(a)(11) Text of Press Release dated June 12, 1997.
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EXHIBIT (a)(10)
Contact: Roy Winnick
Kekst and Company
(212) 521-4842
HEDSTROM CORPORATION AND HC ACQUISITION CORP.
EXTEND CASH TENDER OFFER FOR SHARES OF ERO, INC.
UNTIL 12:00 NOON, NEW YORK CITY TIME,
ON THURSDAY, JUNE 12, 1997
CORAOPOLIS, PENNSYLVANIA, JUNE 12, 1997 -- Hedstrom Corporation and its wholly
owned subsidiary HC Acquisition Corp., both of Coraopolis, announced this
morning that HC Acquisition has extended until 12:00 noon, New York City time,
today its tender offer for all of the issued and outstanding shares of common
stock of ERO, Inc. (NASDAQ:EROI) of Mount Prospect, Illinois at a price of
$11.25 per share, net to the seller in cash. The tender offer was previously
scheduled to expire last night at 12:00 midnight, New York City time. The terms
of the extended tender offer are identical to those in the original tender
offer contained in the tender offer materials filed with the Securities and
Exchange Commission on April 17, 1997.
HC Acquisition has been advised by the depositary for the tender offer that as
of 12:00 midnight, New York City time, last night, 10,834,922 shares of ERO's
common stock (approximately 98.5% of the issued and outstanding shares) had
been validly tendered and not withdrawn.
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EXHIBIT (a)(11)
Contact: Roy Winnick
Kekst and Company
212-521-4842
HEDSTROM CORPORATION AND HC ACQUISITION CORP.
CONSUMMATE TENDER OFFER FOR SHARES OF ERO, INC.
CORAOPOLIS, PENNSYLVANIA, June 12, 1997 - Hedstrom Corporation and its wholly
owned subsidiary HC Acquisition Corp., both of Coraopolis, announced that HC
Acquisition has consummated its tender offer for all of the issued and
outstanding shares of common stock of ERO, Inc. (NASDAQ; EROI) of Mount
Prospect, Illinois at a price of $11.25 per share, net to the seller in cash.
HC Acquisition has been advised by the depository for the tender offer that as
of expiration of the tender offer, 10,834,922 shares of ERO's common stock
(approximately 99.3% of the issued and outstanding shares) had been validly
tendered and not withdrawn.
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