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Filed Pursuant to Rule 424 (b)(1)
Registration Number 333-16453
PROSPECTUS SUPPLEMENT
SHOP VAC CORPORATION
SUPPLEMENT TO
OFFER TO EXCHANGE
DATED JANUARY 28, 1997
RELATING TO 10 5/8% SENIOR SECURED NOTES DUE 2003
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This Supplement (the "Supplement") amends and supplements the Offer to
Exchange dated January 28, 1997 (the "Offer to Exchange") with respect to the
offer to exchange (the "Exchange Offer") by Shop Vac Corporation, a New Jersey
corporation (the "Company"), of its 10 5/8% Senior Secured Notes due 2003 (the
"Exchange Notes"), registered under the Securities Act of 1933, as amended, for
its outstanding, unregistered 10 5/8% Senior Secured Notes due 2003 (the
"Private Notes"). This Supplement should be read in conjunction with the Offer
to Exchange, copies of which may be obtained in the manner set forth below.
Unless otherwise defined, capitalized terms used herein have the same meanings
as in the Offer to Exchange.
The Company hereby extends the expiration date (the "Expiration Date") of
its Exchange Offer, until 5:00 p.m., New York City time, on February 28, 1997,
unless extended. The Exchange Offer was previously set to expire at 5:00 p.m.,
New York City time, on February 17, 1997. To the extent permitted by law, the
Company reserves the right to make future extensions of the Expiration Date by
press release only.
Except as set forth above, all other terms and provisions of the Exchange
Offer remain as set forth in the previously furnished Letter of Transmittal and
the Offer to Exchange,
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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 28, 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY
IN ITS SOLE DISCRETION. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON FEBRUARY 28, 1997.
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IMPORTANT
Marine Midland Bank has agreed to provide services as Exchange Agent for
the Exchange Offer. If you require assistance with the Exchange Offer, or
additional copies of the Offer to Exchange, the Letter of Transmittal or other
materials relating to the Exchange Offer, please contact the Exchange Agent at
its address set forth below. Holders may also contact their local broker,
dealer, commercial bank or trust company for assistance concerning the Exchange
Offer. As of February 5, 1997, no holders of Private Notes have tendered Private
Notes pursuant to the Exchange Offer.
MISCELLANEOUS
The Company has filed this Supplement with the Securities and Exchange
Commission.
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THE DATE OF THIS SUPPLEMENT IS FEBRUARY 5, 1997
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The Exchange Agent is:
Marine Midland Bank
By Registered or Certified Mail:
Marine Midlnd Bank
140 Broadway - A Level
Corporate Trust Operations
New York, New York 10005-1180
By Overnight Delivery:
Marine Midlnd Bank
140 Broadway - A Level
Corporate Trust Operations
New York, New York 10005-1180
By Hand Delivery:
Marine Midlnd Bank
140 Broadway - A Level
Corporate Trust Operations
New York, New York 10005-1180
By Facsimile:
(212) 658-2292
Confirm by Telephone:
(212) 658-5931
