UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CHASE INDUSTRIES INC.
(Name of Subject Company (Issuer))
CHASE ACQUISITION CORPORATION
(Names of Filing Person (Offeror))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
161568-10-0
(CUSIP Number of Class of Securities)
Robert F. B. Logan
President
Chase Acquisition Corporation
1209 Orange Street
Wilmington, DE 19801
(561) 231-7490
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
With a copy to:
Craig L. Godshall
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
(215) 994-4000
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<PAGE>
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
Not Applicable Not Applicable
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*Set forth the amount on which the filing fee is calculated and state how
it was determined.
/__/ Check the 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.
Amount Previously Paid:____________________
Form or Registration No.:__________________
Filing Party:______________________________
Date Filed:________________________________
/X/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/__/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/__/ amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /__/
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ITEMS 1-11.
Not Applicable.
ITEMS 12. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 99.1 Press Release issued by Chase Acquisition Corporation on December
18, 2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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1. Press Release issued by Chase Acquisition Corporation on December 18,
2000.
<PAGE>
Exhibit 1
PRESS RELEASE
CHASE ACQUISITION CORPORATION ANNOUNCES OFFER FOR CHASE INDUSTRIES INC. AT
$10.50 PER SHARE.
December 18, 2000, Wilmington, DE. Chase Acquisition Corporation announced today
that it had made an offer to Chase Industries Inc. for a transaction which would
result in the purchase of all of Chase Industries' issued and outstanding shares
at a price of $10.50 cash per share.
To effect the transaction, Chase Acquisition has stated to Chase Industries that
it expects to commence a tender offer for up to 2,300,000 shares of Chase
Industries' stock. The tender offer price will be $10.50 in cash. Any shares not
acquired in the tender offer will be acquired in a subsequent cash merger at the
same price per share. Chase Acquisition expects that the tender offer will
expire on January 31, 2001, and that the merger will close after a stockholder
meeting approving the merger.
Chase Acquisition is a newly-formed corporation organized by an investor group
headed by Robert F. B. Logan that includes Court Square Capital Limited, a
Citicorp Venture Capital unit. Court Square Capital the single largest
shareholder of Chase Industries. Mr. Logan, the President and Chief Executive
Officer of Chase Acquisition, is the former Chairman and Chief Executive Officer
of Banc One Arizona and Senior Executive for the Western Region of Banc One
Corporation. Mr. Logan has served in senior executive positions at Citibank
N.A., Continental Grain Company, Samuel Montagu & Co. Ltd., Alexander Hamilton
Life Insurance Co. of America and Valley National Bank of Arizona. Mr. Logan is
a director of York International Corporation and Plantronics, Inc.
Mr. Logan noted that Chase Acquisition has the financing in place to complete
the transaction. Court Square Capital Limited has agreed to contribute all of
its shares (approximately 47.7% of the total outstanding shares of Chase
Industries) to Chase Acquisition in exchange for ownership in Chase Acquisition.
Chase Acquisition has also received a commitment letter from a major bank for
financing the cash purchase of all remaining shares through the tender offer and
merger outlined above.
"While we fully expect the Board of Directors to investigate alternatives, we
believe this transaction offers an excellent value for the shareholders of Chase
Industries. It represents a premium of over 47% to Friday's closing stock
price," stated Mr. Logan. "This premium is substantially in excess of the median
premium of 29% published in a recent industry study of acquisitions of minority
interests by a nationally recognized investment banking firm for similar
transactions during the period from 1994-1999."
The tender offer and merger will be subject to customary conditions, including
regulatory approvals and receipt of the financing on the terms outlined in the
commitment letter, and approval of Chase Industries' board of directors.
Chase Industries security holders and any potential investors in Chase
Industries stock are advised to carefully read the tender offer/going private
statement on Schedule TO and any other documents Chase Acquisition or Chase
Industries files with the Securities and Exchange Commission in connection with
the proposed tender offer or merger when they become available because they will
contain important information about the proposed transaction. Investors and
security holders may obtain free copies of these documents (when available) and
other documents filed by Chase Acquisition or Chase Industries at the SEC's
website at www.sec.gov. These documents (when available) may also be obtained
for free by contacting an information agent to be appointed by Chase
Acquisition.
Contact: Robert F. B. Logan - 561-231-7490.
