SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 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)
------------------------
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. 1 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
- --------------------------------------------------------------------------------
2
<PAGE>
AMENDMENT NO.1 TO
SCHEDULE 14D-1
TENDER OFFER
This Amendment No. 1 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, as each may be amended and supplemented from time to time, constitute
the "Offer"). This Amendment No. 1 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. 1 to the Offer.
ITEM 1. SECURITY AND SUBJECT COMPANY.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference
ITEM 2. IDENTITY AND BACKGROUND.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Amendment No. 1 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. 1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
3
<PAGE>
See Amendment No.1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
See Amendment No. 1 Information Statement attached hereto and
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
See Amendment No. 1 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 12, 1999
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 12, 1999 MINOTAUR CAPITAL, INC.
By: /s/ David J. Feingold
Name: David J. Feingold
Title: President and Chief Executive Officer
4
<PAGE>
AMENDMENT NO.1 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.1 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 of April 6, 1999 shall still be in full force
and effect.
The Bidder originally undertook its tender offer on April 6, 1999 by
simultaneously making a press release and filing a Schedule 14D with the
Securities and Exchange Commission. The Offer specified a price of $1.25 per
share for the common stock of Ride, Inc. for the stock which was sought to be
purchased. Subsequent to the Offer, the Bidder reviewed comments from
shareholders as well as non-shareholders and determined that the price of $1.25
was unlikely to be accepted.
The Bidder was also contacted by persons who are either directly or
indirectly in competition with Ride, Inc. or who have knowledge of the industry
and the operation of Ride, Inc. Some of those persons expressed an interest in
participating in the bid for Ride, Inc. and/or providing services or competing
bids for Ride, Inc. To date, the Bidder has made no agreement with any of said
persons to work together in an effort to acquire some or all of Ride, Inc.
However, the Bidder may consider strategically aligning itself with a future
partner if such alignment would assist Bidder, however there is no guarantee
that this will in fact take place.
The Bidder has continued to acquire shares of Ride, Inc. and since the
announcement of the tender offer the Bidder has increased its holdings by over
sixty percent and paid for shares in the open market at prices as high $1.25 per
share.
Based on comments from shareholders and non-shareholders the Bidder has
decided to increase the price it is willing to pay per share to $2.25 (two
dollars and twenty five cents). The Bidder believes that this represents a fair
price and is based on the most recent financial data available and comments
reviewed. Any favorable change in the financial condition of Ride, Inc. may
influence the Bidder to again alter its tender offer price, however, there is no
guarantee that the Bidder will make any further offers.
5
MINOTAUR CAPITAL,INC. ANNOUNCES AN INCREASE IN ITS
TENDER OFFER FOR NASDAQ TRADED RIDE, INC. TO $2.25 PER SHARE
(NASDAQ Symbol: RIDE)
Palm Beach Gardens, Fl, April 12, 1999 - Minotaur Capital, Inc. announces that
it has increased its tender offer of Ride, Inc. (Nasdaq: RIDE) to a price of
$2.25 per share (two dollar and twenty five cents per share). The specifics of
the tender offer are contained in 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
