SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
RIDE, INC.
(Name of Subject Company)
MINOTAUR CAPITAL, INC.
(Bidder)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
765689104
(CUSIP Number of Class of Securities)
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DAVID J. FEINGOLD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MINOTAUR CAPITAL, INC.
3300 PGA BOULEVARD
GARDENS PLAZA OFFICE TOWER
SUITE 410
PALM BEACH GARDENS, FL 33410
(561) 630-6727
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
ROBERT CRITTON, ESQ.
BURMAN, CRITTON & LUTTIER
712 US HIGHWAY ONE
SUITE 300
NORTH PALM BEACH, FL 33408
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
CUSIP NO. 765689104
- --------------------------------------------------------------------------------
(1) Name of reporting persons: MINOTAUR CAPITAL, INC.
I.R.S. Identification No. of above person (entities only): APPLIED FOR
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions):
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions): AF,OO
- --------------------------------------------------------------------------------
(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization: Florida
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person: 120,800 shares
of common stock as of 4/7/99
- --------------------------------------------------------------------------------
(8) Check box if the aggregate amount in Row (7) excludes certain shares (see
instructions):
/ /
- --------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7): .85%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions): CO
- --------------------------------------------------------------------------------
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<PAGE>
AMENDMENT NO.2 TO
SCHEDULE 14D-1
TENDER OFFER
This Amendment No. 2 to the Tender Offer Statement filed on Schedule 14D-1
(the "Schedule 14D-1") relates to an amendment of the tender offer by MINOTAUR
CAPITAL, INC., a Florida corporation ("Purchaser") to purchase fifty one percent
(51%) of all outstanding shares of common stock, no par value per share (the
"Company Common Stock"), of RIDE, INC., a Washington corporation (the
"Company"), which was originally filed on April 6, 1999 with the Securities and
Exchange Commission and which made an offer for a purchase price of $1.25 per
Share, net to the seller, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated April 6, 1999 (the
"Offer to Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal" which, together with the Offer to Purchase and all related
documents on file with the Securities and Exchange Commission, as each may be
amended and supplemented from time to time, constitute the "Offer"). This
Amendment No. 2 is intended to amend and supplement the Offer only to the extent
stated herein, all other terms and conditions of the Offer shall remain the same
unless specifically changed as referenced in this Amendment No.
2 to the Offer.
ITEM 1. SECURITY AND SUBJECT COMPANY.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference
ITEM 2. IDENTITY AND BACKGROUND.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
3
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
See Amendment No.2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
See Amendment No. 2 Information Statement attached hereto and
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
ex(1) -- Press Release by Minotaur Capital, Inc., April 19, 1999
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<PAGE>
SIGNATURES
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: April 19, 1999 MINOTAUR CAPITAL, INC.
By: /s/ David J. Feingold
-----------------------------------------
Name: David J. Feingold
Title: President and Chief Executive Officer
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<PAGE>
AMENDMENT NO.2 INFORMATION STATEMENT
TO THE TENDER OFFER
OF
MINOTAUR CAPITAL, INC.
(BIDDER)
FOR FIFTY ONE PERCENT OF THE COMMON STOCK
OF
RIDE, INC.
(SUBJECT COMPANY)
This Amendment No. 2 Information Statement is intended to amend and
supplement the Offer and all documents related thereto. To the extent a term or
condition of the Offer is not amended or supplemented by any term, condition or
information contained herein, then all other terms, conditions and information
originally set forth in the Offer shall still be in full force and effect.
The Bidder has received comments from the Securities and Exchange
Commission regarding the form of its Offer. As a result of those comments, the
Bidder is now amending its Offer so that the promissory note/balloon note that
was to have a maturity date of one year shall now have a maturity date of eight
months. Therefore, there is now a reduction of time in the maturity date of the
promissory note to be issued under this Offer.
The promissory note shall be secured by the Bidder placing all of the
tendered stock in escrow at the Bidder's brokerage account and the Bidder shall
not be entitled to sell any shares received from this Offer unless all
shareholders who tendered have been paid pursuant to the promissory note.
The Bidder has contacted Ride, Inc. in an attempt to obtain copies of
any fairness opinion that may be prepared and also to undertake discussions
regarding this Offer and present business conditions. To date only general
conversations have taken place and there have not been any material discussions.
The Bidder has also circulated a proposed Agreement for the Financing
and Participation in the Tender Offer for Ride,Inc. to potential participants in
the Tender Offer. The proposed agreement has been circulated for comments and no
firm commitments have been received which would guarantee the financing of this
transaction. The Bidder has had interest in participating in the Tender Offer
from a number of individuals/entities but there is no guarantee that complete
financing will be in place to complete this transaction.
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Exhibit(1)
MINOTAUR CAPITAL,INC. ANNOUNCES AMENDMENTS TO ITS
TENDER OFFER FOR NASDAQ TRADED RIDE, INC.
Palm Beach Gardens, Fl, April 19, 1999 - Minotaur Capital, Inc. announces that
it has amended its tender offer for Ride, Inc. (Nasdaq: RIDE) to up date the
public and to change some terms of the tender offer documents based on
regulatory comments. In particular, an explanation regarding the escrowing of
tendered shares has been provided and the promissory note maturity date has been
reduced. A discussion regarding contact with Ride as well as financing has also
been disclosed.
The specifics of the tender offer are contained in the Amendment No. 2 to the
Schedule 14D, the Amendment No. 1 to Schedule 14D, the Offer to Purchase, Letter
of Transmittal and all accompanying documents as required to be filed with the
Securities and Exchange Commission. Investors are urged to review these
documents before making any investment decisions.
Any investors interested in information should contact the person listed herein
below or may e-mail a request for information to [email protected]
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including, without
limitation, statements containing the words "believes," "expects," and words of
similar import, constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Contacts: David J. Feingold, Esq.
(561)630-6727
