SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FINAL AMENDMENT 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:
HOWARD ELLISOFON, ESQ.
GREENBERG, TRAURIG, ET AL.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
<PAGE>
FINAL AMENDMENT 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>
FINAL AMENDMENT TO
SCHEDULE 14D-1
TENDER OFFER
This Final Amendment 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").
ITEM 1. SECURITY AND SUBJECT COMPANY.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference
ITEM 2. IDENTITY AND BACKGROUND.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
3
<PAGE>
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
See Final Amendment Information Statement attached hereto and
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
See Final Amendment 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 26, 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 26, 1999 MINOTAUR CAPITAL, INC.
By: /s/ David J. Feingold
--------------------------------------
Name: David J. Feingold
Title: President and Chief Executive Officer
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<PAGE>
FINAL AMENDMENT 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 Final Amendment 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 released the press release attached hereto as Exhibit 1 and
has terminated its tender offer for Ride, Inc.
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MINOTAUR CAPITAL,INC. TERMINATES ITS
TENDER OFFER FOR NASDAQ TRADED RIDE, INC.
Palm Beach Gardens, Fl, April 26, 1999 - Minotaur Capital, Inc. announces today
that it has terminated its previously announced offer to purchase 51% percent of
the outstanding shares of common stock, no par value, of Ride, Inc. (Nasdaq:
RIDE).
To date, no shares of Ride, Inc. common stock had been tendered.
Contacts: David J. Feingold, Esq.
(561)630-6727
