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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3/Final)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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CORE INDUSTRIES INC
(Name of Subject Company)
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UD NEVADA CORP.
AND
UNITED DOMINION INDUSTRIES LIMITED
(Bidder)
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COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
---------------
218675106
(CUSIP Number of Class of Securities)
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RICHARD L. MAGEE, ESQ.
SECRETARY
UD NEVADA CORP.
UNITED DOMINION INDUSTRIES LIMITED
2300 ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28202-6039
TELEPHONE: (704) 347-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
STEPHEN M. LYNCH, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
1900 INDEPENDENCE CENTER
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE: (704) 377-2536
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CUSIP No. 218675106 SCHEDULE 14D-1 Page 2 of 8 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UD Nevada Corp.
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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
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,958,041
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.6%
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10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 218675106 SCHEDULE 14D-1 Page of 8 pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
United Dominion Industries Limited
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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
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,958,041
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.6%
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10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 3/Final (this "Amendment No. 3") is to the Tender
Offer Statement on Schedule 14D-1 (the "Statement") that relates to the offer by
UD Nevada Corp., a Nevada corporation ("Purchaser") and an indirect wholly owned
subsidiary of United Dominion Industries Limited, a corporation organized under
the laws of Canada ("Parent"), to purchase all outstanding shares of Common
Stock, par value $1.00 per share, of Core Industries Inc, a Nevada corporation,
at a price of $25.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated July 2, 1997 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), copies of which were attached to the Statement as
Exhibits (a)(1) and (a)(2) thereto, respectively. The Statement was filed with
the Securities and Exchange Commission on July 2, 1997.
This Amendment No. 3 reports the expiration of the Offer and
constitutes Purchaser's final amendment to the Statement. This Amendment No. 3
also constitutes an amendment to the Statement on Schedule 13D with respect to
the acquisition by Purchaser and Parent of beneficial ownership of the Shares.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1.
Capitalized terms used in this Amendment No. 3 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by adding to the end thereof
the following:
On July 31, 1997, pursuant to the Merger Agreement Messrs.
Harold M. Marko, Alan E. Schwartz, Richard P. Kughn, Lloyd E. Reuss and
Robert G. Stone, Jr. resigned as directors of the Company and the
remaining members of the Company's Board of Directors, Messrs. David R.
Zimmer and Lawrence J. Murphy, elected William R. Holland, Robert E.
Drury and Glenn A. Eisenberg as directors. Each of Messrs. Holland,
Drury and Eisenberg is an officer of Parent.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
At 12:00 midnight, New York City time, on Wednesday, July 30,
1997, the Offer expired. Based on the Depositary's report, 9,958,041
Shares were tendered pursuant to the Offer, of which 119,018 were
tendered pursuant to notices of guaranteed delivery. On July 31, 1997,
effective as of 12:01 a.m., New York City time, all Shares validly
tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. The acceptance for payment resulted in Purchaser
owning approximately 92.6 percent of the outstanding Shares (87.2% on
a fully diluted basis). A copy of a press release of Parent announcing
the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit (a)(13) and is incorporated herein
by reference in its entirety.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(a)(13) Press release issued by Parent on July 31, 1997
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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.
UD NEVADA CORP.
By: /s/ GLENN A. EISENBERG
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Name: Glenn A. Eisenberg
Title: Vice President
By: /s/ ROBERT P. MCKINNEY
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Name: Robert P. McKinney
Title: Assistant Secretary
July 31, 1997
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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.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ GLENN A. EISENBERG
------------------------------
Name: Glenn A. Eisenberg
Title: Senior Vice President
By: /s/ ROBERT P. MCKINNEY
------------------------------
Name: Robert P. McKinney
Title: Assistant Secretary
July 31, 1997
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EXHIBIT INDEX
Exhibit
No.
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(a)(1)* Form of Offer to Purchase dated July 2, 1997
(a)(2)* Form of Letter of Transmittal
(a)(3)* Form of Notice of Guaranteed Delivery
(a)(4)* Form of Letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Furman Selz LLC to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(5)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients
(a)(6)* Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7)* Summary Advertisement as published in The Wall Street Journal on
July 2, 1997
(a)(8)* Press release issued by Parent on June 26, 1997
(a)(9)* Press release issued by the Company on June 26, 1997
(a)(10)* Form of Letter from Putnam Investments to participants in Core
Industries Inc 401(k) Plans, with transmittal instructions
(a)(11)* Press release issued by Parent on July 23, 1997
(a)(12) Press release issued by Parent on July 29, 1997 (incorporated by
reference to Exhibit (a)(14) to Amendment No. 4/Final to Schedule
14D-1 of Parent and UD Delaware Corp. with respect to Imo
Industries Inc. dated July 29, 1997)
(a)(13) Press release issued by Parent on July 31, 1997
(b)(1)* Commitment letter dated June 24, 1997 from Royal Bank of Canada in
favor of Parent and United Dominion Industries, Inc.
(b)(2)* $650,000,000 Second Amendment and Restatement of the Credit
Agreement and Guaranty, dated as of July 28, 1997, among Parent,
United Dominion Industries, Inc. and United Dominion Holdings, Inc.,
as Obligors, the financial institutions named therein, as Banks, and
Royal Bank of Canada, as Agent
(c)(1)* Agreement and Plan of Merger, dated as of June 25, 1997, among
Parent, Purchaser and the Company
(c)(2)* Confidentiality Agreement dated October 2, 1996 between the Company
and United Dominion Industries, Inc.
(c)(3)* Letter Agreement dated June 20, 1997 between the Company and Parent
regarding payment of certain fees
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* Previously filed.
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EXHIBIT (a)(13)
[UNITED DOMINION LETTERHEAD]
CONTACT--
Michael Morgan - Analysts (704) 347-6529 FOR IMMEDIATE RELEASE
Nancy H. Spurlock - Media (704) 347-6838
UNITED DOMINION COMPLETES TENDER OFFER
FOR STOCK OF CORE INDUSTRIES
CHARLOTTE, NC (July 31, 1997)--United Dominion Industries Limited
(NYSE, TSE:UDI) and its indirect wholly owned subsidiary, UD Nevada Corp. (UD),
today announced the completion of UD's cash tender offer for the shares of
common stock of Core Industries Inc. The offer expired at midnight yesterday.
Based on a preliminary count, 9,958,041 shares were tendered and accepted for
payment, including 119,018 shares submitted by notice of guaranteed delivery, at
a price of $25 per share, net to the seller in cash. The acceptance of these
shares results in United Dominion's ownership of approximately 92.6 percent of
the outstanding stock of Core on a fully diluted basis.
"The acquisition of Core Industries underscores our focus on
diversified manufacturing and proprietary engineered products," said William R.
Holland, chairman and chief executive officer. "Core brings new, profitable
businesses to United Dominion, and we believe our company's financial strength,
operating initiatives and international expansion efforts will enhance growth
for the Core business units. We are pleased to have them as part of United
Dominion."
United Dominion is a diversified manufacturer of proprietary,
engineered products for customers worldwide. Following the acquisition of Core
Industries, United Dominion becomes a $1.9 billion corporation with 11,000
employees at 65 manufacturing locations in 14 countries.
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