CHASE INDUSTRIES INC
SC TO-T/A, 2001-01-19
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                   SCHEDULE TO

                               (AMENDMENT NO. 1)

                                 (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

                        --------------------------------

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 results
of the tender offer:

================================================================================
<PAGE>

    This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on January 2, 2001
(the "Schedule TO") , relating 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"). 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.

     Capitalized terms used herein and not defined herein have the respective
meanings assigned such terms in the Offer to Purchase and the Schedule TO.

ITEMS 5 AND 13.

     Items 5 and 13 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented as follows:

     1. The section of the Offer to Purchase entitled "SPECIAL
FACTORS--Background of the Offer and the Proposed Merger; Contacts with the
Company" is hereby amended and supplemented by adding the following at the end
thereof:

                                       2

<PAGE>

          "On January 8, 2001, Mr. McWilliams received the following letter
     from the Company:

                                 January 8, 2001

               Mr. Thomas F. McWilliams
               Citicorp Venture Capital Ltd.
               399 Park Avenue
               14th Floor, Zone 4
               New York, New York  10043


               Dear Tom:

                         I am writing this letter on behalf of myself and each
               of Gene Cartledge, Jack Kennedy, Bob Kennedy and Bill Toller, in
               our capacity as directors of Chase Industries Inc., in response
               to your letter of December 29, 2000. We were surprised by your
               positions as stated in your letter. We had requested on several
               occasions during the week prior to the December 18, 2000, Board
               meeting that Citicorp defer publicly announcing its intent to
               commence the tender offer until the other members of the Board
               had an opportunity to meet with you and discuss Citicorp's
               proposal, and again made that request at the start of the
               December 18, 2000, meeting. You repeatedly declined our requests,
               and at the December 18, 2000, meeting we clearly stated to you
               that if Citicorp proceeded with publicly announcing the tender
               offer the Board would view the offer as unsolicited, the Citicorp
               representatives would be on an opposing side from the remainder
               of the Board, and proceedings regarding this matter would be
               conducted accordingly.

                         At the start of the December 26, 2000, Board meeting,
               you were told that the matters to be discussed were Citicorp's
               unsolicited offer and actions to be taken in response thereto. We
               believe that our conduct with respect to Citicorp's offer and
               adoption of the stockholders rights plan and bylaw amendments in
               response thereto have been not only appropriate but also
               necessary to fulfill our fiduciary duties as directors of Chase
               Industries.

                         Furthermore, we do not understand or agree with your
               assertions that we have not been sufficiently attentive to the
               creation of value for all stockholders. As you know, as recently
               as the March 28, 2000, Board meeting we had DLJ provide an
               analysis of certain recapitalization alternatives and considered
               these alternatives, as well as a sale of the Company. At that
               meeting, you concurred with the conclusion that it was not then
               an opportune time to attempt a sale of Chase and that the Board
               should deter further discussions of a recapitalization
               transaction subject to reconsideration in the future.

                         Since the March 28, 2000, meeting (as well as at all
               times prior thereto), we have acted in accordance with our
               fiduciary duties to Chase's stockholders, including our actions
               taken in response to Citicorp's offer. Accordingly, we take
               exception to your comments and find them self-serving at best.

                                Very truly yours,

                              /s/ MARTIN V. ALONZO


               MVA/nfm

               cc:  William Comfort
                    Charles Corpening
                    Raymond E. Cartledge
                    John R. Kennedy
                    Robert D. Kennedy
                    William Toller

                                       3
<PAGE>

                    On January 9, 2001, Mr. McWilliams and Mr. Corpening
          attended a meeting of the Company Board. At this meeting, the Company
          Board considered, among other matters, the formation and composition
          of a subcommittee of the Company Board (the "Subcommittee") to
          evaluate the Offer and other alternatives and to provide a
          recommendation to the Company's stockholders regarding the Offer. The
          Subcommittee is comprised of four outside independent directors who
          also constitute a majority of the whole Company Board. Mr. McWilliams
          and Mr. Corpening voted in favor of the establishment of the
          Subcommittee. After the vote to establish the Subcommittee, Mr.
          McWilliams and Mr. Corpening recused themselves from the balance of
          the meeting.

                    On January 10, 2001, investment bankers representing the
          Company and the Subcommittee met with Mr. McWilliams, Mr. Corpening
          and Darren Fogel, an employee of Court Square, to discuss the Offer.
          The investment bankers asked for and received clarification on the
          terms of the Offer and Proposed Merger, particularly that it was the
          current intention of Court Square and the Purchaser to pay the same
          consideration in the Proposed Merger, $10.50 in cash per share, as is
          payable in the Offer. The investment bankers then discussed the
          financing for the Offer and Proposed Merger in light of some of the
          Company's existing financing arrangements. Mr. McWilliams noted that
          he would confer with the lender to the Purchaser to clarify the
          concerns raised by the investment bankers.

                    On Friday, January 12, 2001, and over the ensuing holiday
          weekend, the investment bankers delivered materials to Mr. McWilliams,
          Mr. Corpening, Mr. Logan and the lender to the Purchaser regarding the
          Company's existing financing arrangements and the Company's capital
          expenditure plans for 2001. The investment bankers and these
          individuals had a series of phone calls over the holiday weekend to
          review these materials, and to review the terms of the commitment
          letter provided to the Purchaser by its lender.

                    On Tuesday, January 16, 2001, the investment bankers for the
          Company and Subcommittee requested a further meeting. Mr. McWilliams
          and Mr. Fogel were able to meet with them that afternoon. At the
          meeting, the investment bankers briefly described the substance of the
          disclosures in the Schedule 14D-9 that the Company was in the process
          of filing with the Commission that day, including the disclosure that
          at the direction of the Subcommittee, representatives of the Company
          had contacted other parties who may be interested in a business
          combination with the Company. The investment bankers then indicated
          that an unidentified third party was interested in exploring a
          business combination with a complicated structure and the investment
          banker wanted to explore the attractiveness of participating in such a
          structure with Court Square and the Purchaser. Mr. McWilliams stated
          that he could not respond until he received the financial and tax
          information that the third party had obviously received and until he
          received detailed information regarding the proposed business
          combination. The investment banker stated that he would review these
          requests with his client and would discuss with the unidentified third
          party whether the investment banker could provide more details
          regarding the proposed business combination to Court Square and the
          Purchaser.

                    As a result of these discussions, Court Square and Purchaser
          have assumed that an additional $10.5 million of Company obligations
          under a synthetic lease may need to be refinanced in connection with
          the Proposed Merger, that some part of the Company's credit lines
          after the Proposed Merger will be used for letters of credit issued to
          support a subsidiary's purchasing obligations, and that the Company's
          capital expenditures for 2001 may be as much as $15 million higher
          than previously anticipated. In addition, Court Square and the
          Purchaser were told that the Company's management believe that the
          Company's income before interest, taxes, depreciation and amortization
          for 2001 may be as much as ten percent (10%) lower than what Court
          Square and the Purchaser believed at the time of announcing the
          proposed transaction and commencing the Offer. Court Square and the
          Purchaser are revising their projections based on this information and
          are awaiting further information from the Company to finalize their
          new projections. The investment banker noted that the Company would
          require Court Square to sign a confidentiality agreement prior to
          providing Court Square additional information.

                    The Company's counsel forwarded a draft confidentiality
          agreement to Court Square and the Purchaser on January 17, 2001. The
          draft provided, among other things, that Court Square and the
          Purchaser could not disclose any information received under the
          confidentiality agreement prior to February 7, 2001, and would be
          required to extend the Offer past February 7, 2001, to the extent
          required under the securities laws.


                                       4
<PAGE>

                    After reviewing the draft confidentiality agreement, Mr.
          McWilliams sent the following letter to the Company Board:

                                January 18, 2001

               Chase Industries, Inc.
               14212 County Road M-50
               Montpelier, OH  43543
               Attention:  Board of Directors
               c/o Michael T. Segraves, Secretary

               Gentlemen:

                         I have had a series of discussions with representatives
               of the Company over the last week regarding the offer we have
               made to the shareholders. It became obvious from those
               discussions that the Company has provided information to other
               parties that it has not provided to us. We have been told that if
               we sign a confidentiality agreement that prevents us from any
               public disclosure of these materials until February 8th we can
               have access to this information. As our respective counsel have
               discussed with each other, assuming that we could agree to this
               and still fulfill our obligations under the securities laws and
               assuming we filed these materials with the Securities and
               Exchange Commission on February 8th, this would likely require us
               to extend the Offer until February 22nd.

                         When I first started calling directors on December
               14th, I noted that the Company had 47 days to respond prior to
               the proposed closing date of our Offer. We believe we have been
               more than fair. We informed the members of the Board prior to
               making any public announcement; we delayed the commencement of
               our Offer to allow the Board a full opportunity to respond; we
               kept our Offer open longer than any required time period and we
               have stated that we would make ourselves available at any time to
               discuss the Offer. We have also requested the information that
               the Company provided to third parties who have not made any offer
               or commitment to the shareholders. The Board's response has been
               to adopt a poison pill to prevent shareholders from selling their
               shares, to adopt bylaw amendments to frustrate our ability to
               vote our shares and to offer to provide information if we keep
               our Offer open for 69 days.

                         We are not going to extend our Offer. It will expire on
               January 31. It is up to the Board to decide whether to let
               shareholders accept our offer or not. Obviously, if the Board
               does not redeem or otherwise amend the poison pill, we will not
               be able to purchase any shares in the Offer and the Offer will
               expire without the conditions being satisfied. If the Board
               decides it will not let shareholders sell their shares at the
               attractive price we have offered, we will not entertain any other
               offers for the shares that Court Square owns. The Board will have
               to live with the consequences. We obviously will reserve all
               rights that we may have in the future to improve shareholder
               value and allow shareholders to profit from their investments in
               the Company.

                         I sincerely hope the Board will make the right
               decision.

                                              Sincerely,

                                              /s/ THOMAS F. McWILLIAMS"



                                       5
<PAGE>

ITEM 11.  ADDITIONAL INFORMATION.

     On January 16, 2001, Citigroup filed a Notification and Report Form with
the FTC and the Antitrust Division with respect to the Offer and the Proposed
Merger and the conversion of the Non-Voting Shares to Voting Shares. The
required waiting period with respect to the Offer and the Proposed Merger will
expire at 11:59 p.m., New York City time, on January 31, 2001, unless early
termination is granted or Citigroup receives a request for additional
information and documentary material prior thereto, in which case the waiting
period will expire at 11:59 p.m., New York City time, on the 10th calendar day
after Citigroup has substantially complied with such request. The required
waiting period with respect to the conversion of the Non-Voting Shares to Voting
Shares will expire at 11:59 p.m., New York City time, on February 15, 2001,
unless early termination is granted or Citigroup receives a request for
additional information and documentary material prior thereto, in which case the
waiting period will expire at 11:59 p.m., New York City time, on the 10th
calendar day after Citigroup has substantially complied with such request.



                                       6
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                                    SIGNATURE

          After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of January 19, 2001 that the information set forth
in this statement is true, complete and correct.

                    SCHEDULE TO, SCHEDULE 13E-3 AND SCHEDULE 13D

                              CHASE ACQUISITION CORPORATION

                              By:  /s/ Robert F.B. Logan
                                   ------------------------
                                   Name: Robert F.B. Logan
                                   Title:  President

                              COURT SQUARE CAPITAL LIMITED

                              By:  /s/ Charles E. Corpening
                                   ------------------------
                                   Name: Charles E. Corpening
                                   Title:  Vice President

                    SCHEDULE 13D

                              CITICORP BANKING CORPORATION

                              By: /s/ William Wolf
                                   ----------------
                                   Name: William Wolf
                                   Title:  Senior Vice President

                              CITICORP

                              By:  /s/ Joseph B. Wollard
                                   ---------------------
                                   Name: Joseph B. Wollard
                                   Title:  Assistant Secretary

                              CITIGROUP HOLDINGS COMPANY

                              By:  /s/ Joseph B. Wollard
                                   ---------------------
                                   Name: Joseph B. Wollard
                                   Title:  Assistant Secretary

                              CITIGROUP INC.

                              By:  /s/ Joseph B. Wollard
                                   ---------------------
                                   Name: Joseph B. Wollard
                                   Title:  Assistant Secretary
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.  DESCRIPTION

(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.

--------------------
+    Previously filed.


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