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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
----------------------------
CHASE INDUSTRIES INC.
(Name of Subject Company (Issuer))
CHASE ACQUISITION CORPORATION
COURT SQUARE CAPITAL LIMITED
(Names of Filing Persons (Offerors))
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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Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
$24,150,000 $4,830
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* For purposes of calculating amount of filing fee only. Based on the offer to
purchase up to an aggregate of 2,300,000 shares of common stock, par value $0.01
per share, of Chase Industries Inc., including the related preferred stock
purchase rights, at a purchase price of $10.50 per share net to the seller in
cash, without interest.
** The amount of the filing fee calculated in accordance with Regulation 2400.0-
11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[_] 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:
-------------------------------
[_] 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.
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the result
of the tender offer: [_]
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SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by Chase Acquisition Corporation, a Delaware corporation (the "Purchaser")
and a majority-owned subsidiary of Court Square Capital Limited, a Delaware
corporation ("Court Square"), to purchase (1) up to an aggregate of 2,300,000
shares of common stock, par value $0.01 per share (all issued and outstanding
shares of such common stock, being referenced to herein as, the "Shares"), of
Chase Industries Inc., a Delaware Corporation (the "Company") and (2) unless and
until validly redeemed by the Board of Directors of the Company, the related
rights to purchase shares of Junior Participating Preferred Stock of the Company
(the "Rights") issued pursuant to the Rights Agreement for such Rights (as
amended from time to time, the "Rights Agreement"), by and between the Company
and Mellon Investor Services LLC, as Rights Agent, at a price of $10.50 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase (the "Offer to Purchase")
dated January 2, 2001, and in the related Letter of Transmittal (the "Letter of
Transmittal" which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, constitute the "Offer"), copies of which are
attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. Unless the
context otherwise requires, all references to the Shares shall be deemed to
include the associated Rights, and all references to the Rights shall be deemed
to include the benefits that may inure to holders of Rights pursuant to the
Rights Agreement. This Schedule TO is being filed on behalf of the Purchaser and
Court Square.
The information set forth in the Offer to Purchase, including all schedules
and annexes thereto, and the Letter of Transmittal is hereby incorporated by
reference herein in answer to the items of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase entitled
"SUMMARY TERM SHEET" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the Company is Chase Industries Inc.
The address of its principal executive office is 14212 County Road M-50,
Montpelier, Ohio 43543. The phone number of its principal executive office is
(419) 485-3193.
(b) Securities. The securities which are the subject of the Offer are the
Company's outstanding shares of common stock, par value $.01 per share,
including the related preferred stock purchase rights. As of November 6, 2000,
there were 15,285,545 Shares outstanding. The information set forth on the
cover page and in the "INTRODUCTION" of the Offer to Purchase is incorporated
herein by reference.
(c) Trading Market and Price. The information set forth in "THE TENDER
OFFER--Price Range of the Shares" of the Offer to Purchase is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. The names of the filing persons are Chase
Acquisition Corporation and Court Square Capital Limited. The address of the
Purchaser's principal executive office is 1209 Orange Street, Wilmington,
Delaware 19801. The phone number of the Purchaser's principal executive office
is (561) 231-7490. The address of Court Square's principal executive office is
399 Park Avenue, 14th Floor, New York, New York 10043. The phone number of Court
Square's principal executive office is (212) 559-1127. The information set forth
in "THE TENDER OFFER--Certain Information Concerning Court Square and the
Purchaser" and "SCHEDULE I--Information Concerning the Directors and Executive
Officers of Court Square, the Purchaser and Citigroup" of the Offer to Purchase
is incorporated herein by reference.
(b) Business and Background of Entities. The information set forth in
"THE TENDER OFFER--Certain Information Concerning Court Square and the
Purchaser" and "SCHEDULE I--Information Concerning the Directors and Executive
Officers of Court Square, the Purchaser and Citigroup" of the Offer to Purchase
is incorporated herein by reference.
(c) Business and Background of Natural Persons. The information set forth
in "THE TENDER OFFER--Certain Information Concerning Court Square and the
Purchaser" and "SCHEDULE I--Information Concerning the Directors and Executive
Officers of Court Square, the Purchaser and Citigroup" of the Offer to Purchase
is incorporated herein by reference.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information set forth in the sections of the
Offer to Purchase entitled "SUMMARY TERM SHEET" and "THE TENDER OFFER" is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. The information set forth in "SPECIAL
FACTORS--Transactions, Negotiations and Agreements" of the Offer to Purchase is
incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in "SPECIAL
FACTORS--Background of the Offer and the Proposed Merger; Contacts with the
Company" and "SPECIAL FACTORS--Transactions, Negotiations and Agreements" of the
Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in "SPECIAL FACTORS--Purpose and
Structure of the Offer and the Proposed Merger; Plans for the Company" of the
Offer to Purchase is incorporated herein by reference.
(c) Plans. The information set forth in "SPECIAL FACTORS--Transactions,
Negotiations and Agreements" and "SPECIAL FACTORS--Purpose and Structure of the
Offer and the Proposed Merger; Plans for the Company" of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The information set forth in "THE TENDER
OFFER--Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.
(b) Conditions. The information set forth in "THE TENDER OFFER--Source
and Amount of Funds" and "THE TENDER OFFER--Certain Conditions to the Offer" of
the Offer to Purchase is incorporated herein by reference.
(d) Borrowed Funds. The information set forth in "THE TENDER
OFFER--Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in "SPECIAL
FACTORS--Interest in Securities of the Company" of the Offer to Purchase is
incorporated herein by reference.
(b) Securities Transactions. The information set forth in "SPECIAL
FACTORS--Interest in Securities of the Company" of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information set forth in "THE
TENDER OFFER--Certain Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial Information. The information set forth in "THE TENDER
OFFER--Certain Information Concerning Court Square and the Purchaser" of the
Offer to Purchase is incorporated herein by reference.
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(b) Pro Forma Information. The information set forth in "SPECIAL
FACTORS--Purpose and Structure of the Offer and the Proposed Merger; Plans for
the Company" and "SPECIAL FACTORS--Fairness of the Offer and the Proposed
Merger" of the Offer to Purchase is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The
information set forth in "SPECIAL FACTORS--Transactions, Negotiations and
Agreements," "THE TENDER OFFER--Effect of the Offer on the Market for the
Shares; New York Stock Exchange Listing; Exchange Act Registration; Margin
Regulations" and "THE TENDER OFFER--Certain Legal Matters; Required Regulatory
Approvals" of the Offer to Purchase is incorporated herein by reference.
(b) Other Material Information. Not applicable.
ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase, dated January 2, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.
(a)(1)(G) Press release issued by the Purchaser, dated January 2, 2001, announcing the
commencement of the Offer.
(a)(1)(H) Summary Advertisement published January 2, 2001.
(b)(1) Commitment Letter dated December 14, 2000, by and among PNC Bank, National
Association ("PNC"), PNC Capital Markets, Inc. ("PNC Capital"), Citicorp Venture
Capital Ltd. ("CVC") and the Purchaser (incorporated by reference to Exhibit 4 on
Schedule 13D filed December 29, 2000 by the Purchaser, Court Square, Citicorp
Banking Corporation ("CBC"), Citicorp, Citigroup Holdings Company ("Citigroup
Holdings") and Citigroup Inc. ("Citigroup")).
(b)(2) Commitment Letter dated December 14, 2000, by and among PNC, PNC Capital,
CVC and the Purchaser (incorporated by reference to Exhibit 5 on Schedule 13D
filed December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp,
Citigroup Holdings and Citigroup).
(c) Not applicable.
(d)(1) Exchange Agreement dated November 4, 1994, by and between the Company and
CVC (incorporated by reference to Exhibit 8 on Schedule 13D filed
December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp, Citigroup Holdings
and Citigroup).
(d)(2) Voting Agreement dated November 4, 1994, by and among the Company, CVC and
Martin V. Alonzo (incorporated by reference to Exhibit 6 on Schedule 13D filed
December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp,
Citigroup Holdings and Citigroup).
(d)(3) Registration Rights Agreement dated November 10, 1994, by and among the Company,
CVC and Martin V. Alonzo (incorporated by reference to Exhibit 7 on Schedule 13D
filed December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp,
Citigroup Holdings and Citigroup).
(d)(4) Contribution Agreement dated as of December 18, 2000, by and between Court Square
and the Purchaser (incorporated by reference to Exhibit 3 on Schedule 13D filed
December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp,
Citigroup Holdings and Citigroup).
(e) Not applicable.
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(f) Section 262 of the Delaware General Corporation Law (included as Schedule II to the
Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(g) Not applicable.
(h) Not applicable.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) Dividends. The Company has not declared or paid any cash
dividends on the Shares and does not intend to pay cash dividends on its
Common Stock in the foreseeable future.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in "SPECIAL
FACTORS-- Transactions, Negotiations and Agreements" and "SPECIAL
FACTORS--Interest in Securities of the Company" of the Offer to Purchase is
incorporated herein by reference.
Item 4. Terms of the Transactions.
(c) Different Terms. Not applicable.
(d) Appraisal Rights. The information set forth in "SPECIAL
FACTORS--Certain United States Federal Income Tax Consequences" and "SPECIAL
FACTORS--Rights of Stockholders in the Offer and the Proposed Merger" of the
Offer to Purchase is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. Not applicable.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(c) Negotiations or Contacts. The information set forth in "SPECIAL
FACTORS--Background of the Offer and the Proposed Merger; Contacts with the
Company" and "SPECIAL FACTORS--Transactions, Negotiations and Agreements" of the
Offer to Purchase is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The
information set forth in "SPECIAL FACTORS--Transactions, Negotiations and
Agreements" of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in
"SPECIAL FACTORS--Purpose and Structure of the Offer and the Proposed Merger;
Plans for the Company" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in "SPECIAL FACTORS--Purpose
and Structure of the Offer and the Proposed Merger; Plans for the Company" of
the Offer to Purchase is incorporated herein by reference.
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(b) Alternatives. The information set forth in "SPECIAL
FACTORS--Purpose and Structure of the Offer and the Proposed Merger; Plans for
the Company" of the Offer to Purchase is incorporated herein by reference.
(c) Reasons. The information set forth in "SPECIAL FACTORS--Purpose
and Structure of the Offer and the Proposed Merger; Plans for the Company" of
the Offer to Purchase is incorporated herein by reference.
(d) Effects. The information set forth in "SPECIAL FACTORS--Certain
United States Federal Income Tax Consequences" and "SPECIAL FACTORS--Purpose and
Structure of the Offer and the Proposed Merger; Plans for the Company" of the
Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Going-Private Transaction.
(a) Fairness. The information set forth in "SPECIAL FACTORS--
Fairness of the Offer and the Proposed Merger" of the Offer to Purchase is
incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set
forth in "SPECIAL FACTORS--Fairness of the Offer and the Proposed Merger" of the
Offer to Purchase is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in
"SPECIAL FACTORS--Fairness of the Offer and the Proposed Merger" of the Offer to
Purchase is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in
"SPECIAL FACTORS--Fairness of the Offer and the Proposed Merger" of the Offer to
Purchase is incorporated herein by reference.
(e) Approval of Directors. The information set forth in "SPECIAL
FACTORS--Fairness of the Offer and the Proposed Merger" of the Offer to Purchase
is incorporated herein by reference.
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal. Not applicable.
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not
applicable.
(c) Availability of Documents. Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration.
(c) Expenses. The information set forth in "THE TENDER OFFER--
Certain Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in "SPECIAL FACTORS--Interest in Securities of the
Company" of the Offer to Purchase is incorporated herein by reference.
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(e) Recommendations of Others. The information set forth in "SPECIAL
FACTORS--Fairness of the Offer and the Proposed Merger" of the Offer to Purchase
is incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) Employees and Corporate Assets. Not applicable.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of January 2, 2001 that the information set
forth in this statement is true, complete and correct.
CHASE ACQUISITION CORPORATION
By: /s/ Robert F. B. Logan
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Name: Robert F. B. Logan
Title: President
COURT SQUARE CAPITAL LIMITED
By: /s/ Charles E. Corpening
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Name: Charles E. Corpening
Title: Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated January 2, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(1)(G) Press release issued by the Purchaser, dated January 2, 2001, announcing
the commencement of the Offer.
(a)(1)(H) Summary Advertisement published January 2, 2001.
(b)(1) Commitment Letter dated December 14, 2000, by and among PNC, PNC
Capital, CVC and the Purchaser (incorporated by reference to Exhibit 4 on
Schedule 13D filed December 29, 2000 by the Purchaser, Court Square, CBC,
Citicorp, Citigroup Holdings and Citigroup).
(b)(2) Commitment Letter dated December 14, 2000, by and among PNC, PNC
Capital, CVC and the Purchaser (incorporated by reference to Exhibit 5 on
Schedule 13D filed December 29, 2000 by the Purchaser, Court Square, CBC,
Citicorp, Citigroup Holdings and Citigroup).
(c) Not applicable.
(d)(1) Exchange Agreement dated November 4, 1994, by and between the Company
and CVC (incorporated by reference to Exhibit 8 on Schedule 13D filed
December 29, 2000 by the Purchaser, Court Square, CBC, Citicorp, Citigroup
Holdings and Citigroup).
(d)(2) Voting Agreement dated November 4, 1994, by and among the Company,
CVC and Martin V. Alonzo (incorporated by reference to Exhibit 6 on
Schedule 13D filed December 29, 2000 by the Purchaser, Court Square,
CBC, Citicorp, Citigroup Holdings and Citigroup).
(d)(3) Registration Rights Agreement dated November 10, 1994, by and among the
Company, CVC and Martin V. Alonzo (incorporated by reference to Exhibit 7
on Schedule 13D filed December 29, 2000 by the Purchaser, Court Square,
CBC, Citicorp, Citigroup Holdings and Citigroup).
(d)(4) Contribution Agreement dated as of December 18, 2000, by and between
Court Square and the Purchaser (incorporated by reference to Exhibit 3
on Schedule 13D filed December 29, 2000 by the Purchaser, Court Square,
CBC, Citicorp, Citigroup Holdings and Citigroup).
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included as Schedule II
to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(g) Not applicable.
(h) Not applicable.
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