<PAGE> 1
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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)
------------------------
HASKEL INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
HI MERGER SUBSIDIARY INC.
HI HOLDINGS INC.
TINICUM CAPITAL PARTNERS, L.P.
EDMUNDSON INTERNATIONAL, INC.
(BIDDERS)
CLASS A COMMON STOCK, NO PAR VALUE PER SHARE
CLASS B COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
418106100
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ERIC M. RUTTENBERG
HI MERGER SUBSIDIARY INC.
C/O TINICUM INCORPORATED
800 THIRD AVENUE, 40TH FLOOR
NEW YORK, NEW YORK 10022
(212) 446-9300
------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
JOSHUA N. KORFF, ESQ.
KIRKLAND & ELLIS
CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NY 10022
(212) 446-4800
------------------------
CALCULATION OF FILING FEE
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Transaction Valuation*: $65,956,067 Amount of Filing Fee: $13,192
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* For purposes of calculating the fee only. This amount assumes the purchase of
all outstanding 4,772,205 shares of Class A common stock, no par value per
share, and all outstanding 40,000 shares of Class B common stock, no par
value per share (collectively, "Shares"), of the subject company at a price
per Share of $12.90 in cash, plus the net payment to holders of in-the-money
options of the subject company. Such number of Shares represents all the
shares of capital stock of the subject company outstanding as of March 10,
1999, as represented by the subject company in the Agreement and Plan of
Merger, dated as of March 15, 1999. The amount of the filing fee, calculated
in accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
aggregate of the cash offered by the bidders.
[X] 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $13,192 Filing Party: HI Merger Subsidiary Inc.
and HI Holdings Inc.
Form or Registration No.: Schedule 14D-1, Date Filed: March 22, 1999
File No. 5-43659
</TABLE>
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<PAGE> 2
SCHEDULE 14D-1
CUSIP NO. 418106100 PAGE 2
<TABLE>
<S> <C> <C>
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1. Name of Reporting Persons
HI MERGER SUBSIDIARY INC.
S.S. or I.R.S. Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization CALIFORNIA
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,477*
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8. Check if the Aggregate Amount in Row 7 Excludes Certain
Shares [ ]
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9. Percent of Class Represented by Amount in Row 7 31.9%*
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10. Type of Reporting Person CO
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</TABLE>
* On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the subject company (the "Option
Shareholders") covering 1,521,477 Shares of Class A common stock (the "Option
Shares") collectively owned by the Option Shareholders (representing
approximately 31.9% of the outstanding Shares of Class A common stock).
Pursuant to the Shareholder Agreement, each of the Option Shareholders has
granted to HI Merger Subsidiary Inc. an irrevocable option to purchase,
subject to certain conditions, such Option Shareholder's Option Shares for
$12.90 per Option Share in cash, as well as an irrevocable proxy to vote such
Option Shares. The Shareholder Agreement is described more fully in Section 12
of the Offer to Purchase filed as Exhibit(a)(1) to the Schedule 14D-1 (SEC
File No. 5-43659) on March 22, 1999, as amended by Amendment No. 1 filed on
April 5, 1999, which is incorporated herein by reference.
<PAGE> 3
SCHEDULE 14D-1
CUSIP NO. 418106100 PAGE 3
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1. Name of Reporting Persons
HI HOLDINGS INC.
S.S. or I.R.S. Identification Nos. of Above Persons
- ---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,477*
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8. Check if the Aggregate Amount in Row 7 Excludes Certain
Shares [ ]
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9. Percent of Class Represented by Amount in Row 7 31.9%*
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10. Type of Reporting Person CO
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</TABLE>
* On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the subject company (the "Option
Shareholders") covering 1,521,477 Shares of Class A common stock (the "Option
Shares") collectively owned by the Option Shareholders (representing
approximately 31.9% of the outstanding Shares of Class A common stock).
Pursuant to the Shareholder Agreement, each of the Option Shareholders has
granted to HI Merger Subsidiary Inc. an irrevocable option to purchase,
subject to certain conditions, such Option Shareholder's Option Shares for
$12.90 per Option Share in cash, as well as an irrevocable proxy to vote such
Option Shares. The Shareholder Agreement is described more fully in Section 12
of the Offer to Purchase filed as Exhibit(a)(1) to the Schedule 14D-1 (SEC
File No. 5-43659) on March 22, 1999, as amended by Amendment No. 1 filed on
April 5, 1999, which is incorporated herein by reference.
<PAGE> 4
SCHEDULE 14D-1
CUSIP NO. 418106100 PAGE 4
<TABLE>
<S> <C> <C>
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1. Name of Reporting Persons
TINICUM CAPITAL PARTNERS, L.P.
S.S. or I.R.S. Identification Nos. of Above Persons
- ---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds OO
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,477*
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8. Check if the Aggregate Amount in Row 7 Excludes Certain
Shares [ ]
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9. Percent of Class Represented by Amount in Row 7 31.9%*
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10. Type of Reporting Person PN
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</TABLE>
* On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the subject company (the "Option
Shareholders") covering 1,521,477 Shares of Class A common stock (the "Option
Shares") collectively owned by the Option Shareholders (representing
approximately 31.9% of the outstanding Shares of Class A common stock).
Pursuant to the Shareholder Agreement, each of the Option Shareholders has
granted to HI Merger Subsidiary Inc. an irrevocable option to purchase,
subject to certain conditions, such Option Shareholder's Option Shares for
$12.90 per Option Share in cash, as well as an irrevocable proxy to vote such
Option Shares. The Shareholder Agreement is described more fully in Section 12
of the Offer to Purchase filed as Exhibit(a)(1) to the Schedule 14D-1 (SEC
File No. 5-43659) on March 22, 1999, as amended by Amendment No. 1 filed on
April 5, 1999, which is incorporated herein by reference.
<PAGE> 5
SCHEDULE 14D-1
CUSIP NO. 418106100 PAGE 5
<TABLE>
<S> <C> <C>
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1. Name of Reporting Persons
EDMUNDSON INTERNATIONAL, INC.
S.S. or I.R.S. Identification Nos. of Above Persons
- ---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization CALIFORNIA
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,521,477*
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8. Check if the Aggregate Amount in Row 7 Excludes Certain
Shares [ ]
- ---------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7 31.9%*
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10. Type of Reporting Person CO
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</TABLE>
* On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the subject company (the "Option
Shareholders") covering 1,521,477 Shares of Class A common stock (the "Option
Shares") collectively owned by the Option Shareholders (representing
approximately 31.9% of the outstanding Shares of Class A common stock).
Pursuant to the Shareholder Agreement, each of the Option Shareholders has
granted to HI Merger Subsidiary Inc. an irrevocable option to purchase,
subject to certain conditions, such Option Shareholder's Option Shares for
$12.90 per Option Share in cash, as well as an irrevocable proxy to vote such
Option Shares. The Shareholder Agreement is described more fully in Section 12
of the Offer to Purchase filed as Exhibit(a)(1) to the Schedule 14D-1 (SEC
File No. 5-43659) on March 22, 1999, as amended by Amendment No. 1 filed on
April 5, 1999, which is incorporated herein by reference.
<PAGE> 6
INTRODUCTION
This Amendment No. 1 (the "Amendment") to the Tender Offer Statement on
Schedule 14D-1 (the "Statement") filed with the Securities and Exchange
Commission on March 22, 1999 by HI Holdings Inc., a Delaware corporation
("Parent"), HI Merger Subsidiary Inc., a California corporation (the
"Purchaser"), Tinicum Capital Partners, L.P., a Delaware limited partnership
("Tinicum"), and Edmundson International, Inc., a California corporation
("Edmundson"), relates to the offer by Purchaser, a wholly-owned subsidiary of
Parent, to purchase all the outstanding shares of common stock, no par value per
share (the "Shares") of Haskel International, Inc., a California corporation
(the "Company"), at a purchase price of $12.90 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 22, 1999, as supplemented by a
Supplement to Offer to Purchase, dated April 5, 1999 (the "Offer to Purchase")
and the related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1), (a)(9) and (a)(2) to the Statement respectively. This Amendment
amends and restates the Statement originally filed on March 22, 1999 by
Purchaser and Parent.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Haskel International, Inc., a
California corporation. The address of the Company's principal executive offices
is 100 East Graham Place, Burbank, California 91502.
(b) The classes of equity securities being sought in the Offer is Class A
common stock, no par value per share, and Class B common stock, no par value per
share, of the Company. The information set forth in the Offer to Purchase under
"Introduction" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 6 ("Price
Range of Shares; Dividends") is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Amendment is being filed by the Purchaser, Parent,
Tinicum and Edmundson (collectively, the "Reporting Persons"). The information
set forth in the Offer to Purchase under "Introduction," in Section 9 ("Certain
Information Concerning the Purchaser and Parent") and in Schedule I to the Offer
to Purchase is incorporated herein by reference.
(e)-(f) During the last five years, neither of the Reporting Persons nor,
to the best of their knowledge, any of the persons listed in Schedule I to the
Offer to Purchase (i) have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) were parties to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding were or are subject to a judgment, decree or final
order enjoining further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase in Section 11
("Background of the Offer; Contacts with the Company") and in Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the Offer to Purchase in Section 10
("Source and Amount of Funds") is incorporated herein by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Offer to Purchase in Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") is incorporated herein by reference.
(f)-(g) The information set forth in the Offer to Purchase in Section 7
("Effect of the Offer on the Market for the Shares; Exchange Act Registration;
Margin Regulations") is incorporated herein by reference.
6
<PAGE> 7
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning the Purchaser and Parent"), Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") and in Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Offer to Purchase under "Introduction," in
Section 9 ("Certain Information Concerning the Purchaser and Parent"), Section
11 ("Background of the Offer; Contacts with the Company") and Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Offer to Purchase in Section 16 ("Fees and
Expenses") is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in the Offer to Purchase in Section 9 ("Certain
Information Concerning the Purchaser and Parent") is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information contained in the Offer to Purchase in Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") is incorporated herein by reference.
(b)-(c) The information set forth in the Offer to Purchase in Section 15
("Certain Legal Matters; Regulatory Approvals") is incorporated herein by
reference.
(d) The information set forth in the Offer to Purchase in Section 7
("Effect of the Offer on the Market for the Shares; Exchange Act Registration;
Margin Regulations") is incorporated herein by reference.
(e) The information set forth in the Offer to Purchase in Section 15
("Certain Legal Matters; Regulatory Approvals") is incorporated herein by
reference.
(f) The information set forth in the Offer to Purchase, the related Letter
of Transmittal, the Agreement and Plan of Merger, dated as of March 15, 1999, by
and among the Purchaser, Parent and the Company and the Shareholder Agreement,
dated as of March 15, 1999, by and among the Purchaser, Parent and certain
shareholders of the Company, copies of which are filed as Exhibits (a)(1),
(a)(2), (c)(1) and (c)(2) hereto, respectively, is incorporated herein by
reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated March 22, 1999.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Form of letter, dated March 22, 1999, to brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(5) Form of letter to be used by brokers, dealers, commercial banks,
trust companies and nominees to their clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Text of press release issued by the Company on March 15, 1999.*
(a)(8) Form of Summary Advertisement, dated March 22, 1999.*
(a)(9) Supplement to Offer to Purchase dated April 5, 1999.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of March 15, 1999, by and
among the Company, the Purchaser and Parent.*
(c)(2) Shareholder Agreement, dated as of March 15, 1999, by and among
certain stockholders of the Company, the Purchaser and Parent, as
amended as of March 18, 1999.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ---------------
* Previously filed with the Statement
7
<PAGE> 8
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.
Dated: April 5, 1999 HI MERGER SUBSIDIARY INC.
By: /s/ SETH M. HENDON
----------------------------------------
Name: Seth M. Hendon
Title: Vice President
HI HOLDINGS INC.
By: /s/ SETH M. HENDON
----------------------------------------
Name: Seth M. Hendon
Title: Vice President
TINICUM CAPITAL PARTNERS, L.P.
By: Tinicum Lantern L.L.C., its General
Partner
By: /s/ SETH M. HENDON
----------------------------------------
Name: Seth M. Hendon
Title: Member
EDMUNDSON INTERNATIONAL, INC.
By: /s/ JOHN D. PARISH
----------------------------------------
Name: John D. Parish
Title: Vice President
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(a)(1) Offer to Purchase, dated March 22, 1999.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Form of letter, dated March 22, 1999, to brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(5) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Press release issued by the Company on March 15, 1999.*
(a)(8) Form of Summary Advertisement, dated March 22, 1999.*
(a)(9) Supplement to Offer to Purchase dated April 5, 1999.
(c)(1) Agreement and Plan of Merger, dated as of March 15, 1999, by
and among the Company, the Purchaser and Parent.*
(c)(2) Shareholder Agreement, dated as of March 15, 1999, by and
among certain stockholders of the Company, the Purchaser and
Parent, as amended as of March 18, 1999.*
</TABLE>
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* Previously filed with the Statement
<PAGE> 1
EXHIBIT (a)(9)
SUPPLEMENT DATED APRIL 5, 1999 TO
OFFER TO PURCHASE DATED MARCH 22, 1999
OF
HASKEL INTERNATIONAL, INC.
AT
$12.90 PER SHARE
BY
HI MERGER SUBSIDIARY INC.
A WHOLLY OWNED SUBSIDIARY
OF
HI HOLDINGS INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME, ON APRIL 19, 1999, UNLESS THE OFFER IS EXTENDED.
To the Holders of Shares of Haskel International, Inc.:
This Supplement amends and supplements the Offer to Purchase dated March
22, 1999 (and related documents) (collectively, the "Offer to Purchase") of HI
Merger Subsidiary Inc., a California corporation ("Purchaser"), a wholly-owned
subsidiary of HI Holdings Inc., a Delaware corporation ("Parent"), with respect
to the tender offer made by Purchaser to purchase all of the outstanding shares
of Class A common stock, no par value per share (the "Class A Common Stock"),
and Class B common stock, no par value per share (the "Class B Common Stock")
(together, the "Shares"), of Haskel International, Inc., a California
corporation (the "Company"), at a price of $12.90 per Share, net to the seller
in cash, without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
1. The initial paragraph under Section 2 ("Acceptance for Payment and
Payment for Shares") is hereby amended and supplemented by the following:
"Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will purchase, by accepting for payment,
and will pay for, any and all Shares which are validly tendered prior to
the Expiration Date (and not properly withdrawn in accordance with
"Withdrawal Rights") promptly after the later to occur of (a) the
Expiration Date and (b) subject to compliance with Rule 14e-1(c) under the
Exchange Act, the satisfaction or waiver of the conditions set forth in
"Certain Conditions of the Offer." All conditions of the Offer must be
satisfied or waived prior to the Expiration Date, as such Expiration Date
may be extended by Purchaser. Purchaser expressly reserved the right, in
its discretion, to delay acceptance for payment of, or, subject to
applicable rules of the Commission, payment for, Shares in order to comply,
in whole or in part, with any applicable law."
2. Section 8 ("Certain Information Concerning the Company") is hereby
amended and supplemented by adding the following:
"CERTAIN COMPANY PROJECTIONS. In connection with the due diligence review
of the Company by Parent, Purchaser, Tinicum Capital Partners, L.P. ("Tinicum")
and Edmundson International, Inc. ("Edmundson") (collectively, the "Bidders")
and in the course of the negotiations between the Company and the Bidders
described in "Background of the Offer; Contacts with the Company" which led to
the execution of the Merger
<PAGE> 2
Agreement, the Company provided the Bidders with certain projections of the
operating performance of the Company for the fiscal year ended May 29, 1999 ("FY
1999"). Such information included the Company's projected FY 1999 consolidated
income statement and information regarding a planned restructuring charge. Shown
below is certain selected summary information excerpted from such projections:
SELECTED PROJECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED
MAY 31, 1999
------------
<S> <C>
CONSOLIDATED PROJECTED INCOME STATEMENT DATA:
Revenues.................................................... $49,105
Income from operations before taxes......................... 6,061
Net income.................................................. 4,052
Diluted earnings per share from continuing operations....... $ .79"
</TABLE>
3. Section 9 ("Certain Information Concerning the Purchaser and Parent")
is hereby amended and restated in its entirety as follows:
"9. CERTAIN INFORMATION CONCERNING THE PURCHASER, PARENT, TINICUM AND
EDMUNDSON.
PURCHASER. Purchaser is a newly formed California corporation
organized in connection with the Offer and the Merger and has not carried
on any activities other than in connection with the Offer and the Merger.
The principal offices of Purchaser are located at 800 Third Avenue, 40th
Floor, New York, NY 10022. All interests in Purchaser are or will be owned
by Parent.
Until immediately prior to the time that Purchaser purchases Shares
pursuant to the Offer, it is not anticipated that Purchaser will have any
significant assets or liabilities or engage in activities other than those
incident to its formation and capitalization and the transactions
contemplated by the Offer and the Merger.
PARENT. Parent is a newly formed Delaware corporation with its
principal executive offices located at 800 Third Avenue, 40th Floor, New
York, NY 10022. Parent was organized in connection with the Offer and the
Merger. All interests in Parent are or will be owned by Tinicum and/or an
affiliate or affiliates thereof, Edmundson and certain members of the
Company's management.
TINICUM. Tinicum Capital Partners, L.P., a Delaware limited
partnership, is a private investment partnership formed in December 1998 to
acquire control of companies through acquisition or restructurings and to
take minority stakes in public or private companies through equity or debt
securities. Its principal executive offices are located at 800 Third
Avenue, 40th Floor, New York, NY 10022. Its capital commitments are in
excess of $200 million. Its general partner, Tinicum Lantern L.L.C., a
Delaware limited liability company, with its principal offices located at
800 Third Avenue, 40th Floor, New York, NY 10022, is engaged in the
business of investment management.
EDMUNDSON. Edmundson International, Inc., a California corporation,
is an investment firm with its principal executive offices located at 31356
Via Colinas, Westlake Village, CA 91362. Through its subsidiaries,
Edmundson is engaged in wholesale distribution of construction and
industrial supplies. While Edmundson intends to invest almost 50% of the
funds required to consummate the Offer and the Merger, Edmundson has
sufficient financial resources (either directly or through affiliates) to
satisfy Purchaser's obligations under the Offer and the Merger Agreement,
without bank financing or funds contributed to Purchaser by any other
investor.
Since the Bidders are not subject to the periodic reporting
requirements of the Exchange Act, the Bidders do not publicly disclose
their financial statements.
2
<PAGE> 3
The name, citizenship, business address, principal occupation or
employment, and five-year employment history for each of the directors and
executive officers of Parent, Purchaser and Edmundson are set forth in
Schedule I hereto.
Except as set forth in this Offer to Purchase, neither the Bidders,
nor, to the best knowledge of Parent, Purchaser and Edmundson, any of the
persons listed in Schedule I hereto, or any associate or majority owned
subsidiary of such persons, beneficially own any equity security of the
Company, and none of the Bidders, nor, to the best knowledge of Parent,
Purchaser and Edmundson, any of the other persons referred to above, or any
of the respective directors, executive officers or subsidiaries of any of
the foregoing, have effected any transaction in any equity security of the
Company during the past 60 days.
Except as set forth in this Offer to Purchase, neither the Bidders,
nor, to the best knowledge of Parent, Purchaser, and Edmundson, any of the
persons listed in Schedule I hereto, have any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, without limitation, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any securities of the Company, joint venture, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss,
or the giving or withholding of proxies. Except as set forth in this Offer
to Purchase, neither the Bidders, nor, to the best knowledge of Parent,
Purchaser and Edmundson, any of the persons listed in Schedule I hereto
have had any transactions with the Company, or any of its executive
officers, directors or affiliates that would require reporting under the
rules of the Commission.
Except as set forth in this Offer to Purchase, there have been no
contacts, negotiations or transactions between the Bidders, or their
respective subsidiaries, or, to the best knowledge of Parent, Purchaser or
Edmundson, any of the persons listed in Schedule I hereto, on the one hand,
and the Company or its executive officers, directors or affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer
or other acquisition of securities, election of directors, or a sale of
other transfer or a material amount of assets."
4. Section 14 ("Certain Conditions to the Offer") is hereby amended and
supplemented by adding the following:
"All conditions of the Offer must be satisfied or waived prior the
Expiration Date, as such Expiration Date may be extended by Purchaser."
5. Schedule I is hereby amended and supplemented by adding the following:
"3. Directors and Executive Officers of Edmundson. The following
table sets forth the name, current business address, citizenship and
present principal occupation or employment, and material occupations,
positions, offices or employments, and business addresses thereof for the
past five years of each director and executive officer of Edmundson. Each
such individual is a citizen of the United States and has held the
positions as set forth below for the past five years. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to employment with Edmundson.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
NAME AND ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
---------------- --------------------------------------------------
<C> <S> <C>
1. K.W. Colburn Mr. Colburn is President and a Director. For the
555 Skokie Blvd. past five years, he has been a private investor.
Suite 555
Northbrook, IL 60062
2. R.W. Colburn Mr. Colburn is a Director. For the past five
555 Skokie Blvd. years, he has been a private investor.
Suite 555
Northbrook, IL 60062
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
NAME AND ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
---------------- --------------------------------------------------
<C> <S> <C>
3. T.A. Lullo Mr. Lullo is Vice President and Assistant
Consolidated Electrical Secretary. For the past five years, he has served
Distributors, Inc. as an Executive of Consolidated Electrical
31356 Via Colinas Distributors, Inc.
Westlake Village, CA 91362
4. J.D. Parish Mr. Parish is Vice President and Chief Financial
Consolidated Electrical Officer. For the past five years, he has served as
Distributors, Inc. an Executive of Consolidated Electrical
31356 Via Colinas Distributors, Inc.
Westlake Village, CA 91362
5. D.C. Verbeck Mr. Verbeck is Secretary and a Director. For the
Consolidated Electrical past five years, he has served as an Executive of
Distributors, Inc. Consolidated Electrical Distributors, Inc."
31356 Via Colinas
Westlake Village, CA 91362
</TABLE>
HI MERGER SUBSIDIARY INC.
April 5, 1999
4
