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. 1)
THOMPSON PBE, INC.
(Name of Subject Company)
FMST ACQUISITION CORPORATION
FINISHMASTER, INC.
(Bidders)
Common Stock, $.001 Par Value
(Including the Stock Purchase Rights Associated Therewith)
(Title of Class of Securities)
884888108
(CUSIP Number of Class of Securities)
Andre B. Lacy Copy to:
Chairman of the Board Robert H. Reynolds, Esq.
FMST Acquisition Corporation Barnes & Thornburg
FinishMaster, Inc. 11 S. Meridian Street
54 Monument Circle Indianapolis, Indiana 46204
Indianapolis, Indiana 46204 (317) 236-1313
(317) 237-2272
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of Bidders)
CALCULATION OF FILING FEE
Transaction Valuation1: $72,419,744 Amount of Filing Fee2: $14,484
- ------------------------------------ -------------------------------
1 For purposes of calculating the filing fee only. This calculation
assumes the purchase of (i) all outstanding shares of common stock,
$.001 par value per share, of Thompson PBE, Inc. (the "Subject
Company"), including the stock purchase rights associated therewith
issued pursuant to the Rights Agreement, dated May 6, 1997 between the
Subject Company and ChaseMellon Shareholder Services, L.L.C.
(collectively, the "Shares"), (ii) all Shares issuable pursuant to
stock options with an exercise price of less than $8.00, and (iii) all
Shares issuable pursuant to common stock purchase warrants with an
exercise price of less than $8.00, in each case at $8.00 net per Share
in cash.
2 The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by FMST
Acquisition Corporation for such Shares.
o 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>
Amount Previously Paid: $14,484 Filing Party: FMST Acquisition Corporation
FinishMaster, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: October 21, 1997
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(Continued on following page(s))
Page 1 of 6
<PAGE>
Schedule 14D-1/A
CUSIP No. 884888108 14D-1/A Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
FMST Acquisition Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ x]
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,460,161 Shares (including 242,104 Shares subject to
guaranteed delivery procedures)
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.9 %
10. TYPE OF REPORTING PERSON
CO
=======================================
Page 2 of 6
<PAGE>
Schedule 14D-1/A
CUSIP No. 884888108 14D-1/A Page 3 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
FinishMaster, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCES OF FUNDS
BK, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,460,161 Shares (including 242,104 Shares subject to
guaranteed delivery procedures)
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.9 %
10. TYPE OF REPORTING PERSON
CO, HC
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Page 3 of 6
<PAGE>
This Amendment No. 1 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 amends and supplements the Schedule 14D-1 of FMST Acquisition
Corporation, a Delaware corporation ("Purchaser") and FinishMaster, Inc., an
Indiana corporation and the sole stockholder of Purchaser ("Parent"), in respect
of the tender offer (the "Offer") by the Purchaser for all of the outstanding
Shares of Thompson PBE, Inc., a Delaware corporation (the "Subject Company").
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
October 14, 1997, by and among Parent, Purchaser and the Subject Company (the
"Merger Agreement"), previously filed as Exhibit (c)(2) to Schedule 14D-1 which
Schedule 14D-1 was initially filed with the Securities and Exchange Commission
(the "Commission") on October 21, 1997.
In connection with the foregoing, the Parent and the Purchaser are
hereby amending and supplementing the Schedule 14D-1 by submitting revised cover
pages and as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a)-(b) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday,
November 18, 1997. The Parent issued a press release on Wednesday, November 19,
1997 in which it disclosed that the Depositary had informed it that 8,460,161
Shares (approximately 97.9% of the outstanding Shares) were validly tendered and
not withdrawn pursuant to the Offer, of which 242,104 Shares were tendered by
means of guaranteed delivery procedures. All Shares validly tendered and not
withdrawn prior to the expiration of the Offer were accepted for payment. A
press release related to the foregoing is filed as Exhibit (a)(9) to this
Schedule 14D-1/A and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto.
(a)(9) Text of Press Release, dated November 19, 1997.
Page 4 of 6
<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.
November 19, 1997
FMST ACQUISITION CORPORATION
By: /s/ Andre B. Lacy
------------------------------------
Name: Andre B. Lacy
Title: Chairman and Chief Executive Officer
FINISHMASTER, INC.
By: /s/ Andre B. Lacy
------------------------------------
Name: Andre B. Lacy
Title: Chairman and Chief Executive Officer
Page 5 of 6
<PAGE>
14D-1/A EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a)(9) Text of Press Release, dated November 19, 1997
Page 6 of 6
<PAGE>
[FINISHMASTER LOGO]
FOR IMMEDIATE RELEASE
CONTACT: FinishMaster, Inc.
Roger Sorokin, 616/949-7604 ext. 153
or
Jeff Lambert
Seyferth & Associates, Inc. - 800/435-9539
FINISHMASTER, INC. ACCEPTS 97.9% OF
THOMPSON PBE, INC. SHARES IN TENDER OFFER
KENTWOOD, Michigan, November 19, 1997--Andre B. Lacy, Chairman of the Board
and Chief Executive Officer of FinishMaster (NASDAQ:FMST), announced today that
8,460,161 shares, or about 97.9% of the total outstanding shares of common stock
of Thompson PBE, Inc. (NASDAQ:THOM), were validly tendered and not withdrawn
pursuant to FinishMaster's tender offer to acquire all the outstanding stock of
Thompson. Of the 8,460,161 shares validly tendered and not withdrawn, 242,104
shares were tendered by means of guaranteed delivery procedures. The tender
offer expired at 12:00 Midnight, New York City time, on November 18, 1997. Mr.
Lacy stated that FinishMaster had accepted for payment all of the shares validly
tendered and not withdrawn.
Mr. Lacy also stated that all shares of Thompson stock not tendered,
and not held by a holder who will demand appraisal rights for such shares under
the Delaware General Corporation Law, will be converted into the right to
receive $8.00 per share in cash pursuant to a follow-up short form merger.
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