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Exhibit (a)(1)(H)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OR RIGHTS. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE
DATED JANUARY 2, 2001 (THE "OFFER TO PURCHASE") AND THE RELATED LETTER OF
TRANSMITTAL AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF) HOLDERS OF SHARES OR RIGHTS IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE SECURITIES, BLUE SKY OR OTHER
LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER
SHALL BE DEEMED MADE ON BEHALF OF THE PURCHASER BY ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO AN AGGREGATE OF 2,300,000 OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CHASE INDUSTRIES, INC.
AT
$10.50 NET PER SHARE
BY
CHASE ACQUISITION CORPORATION
Chase Acquisition Corporation, a Delaware corporation (the "Purchaser") and
a majority-owned subsidiary of Court Square Capital Limited, a Delaware
corporation ("Court Square"), is offering to purchase (1) up to an aggregate of
2,300,000 shares ("Shares") of common stock, par value $0.01 per share, 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, at a
price of $10.50 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 and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"). Unless the
context otherwise requires, all references to the Shares herein include the
associated Rights, and all references to the Rights include the benefits that
may inure to the holders of the Rights pursuant to the Rights Agreement. Unless
the Rights are redeemed prior to the Expiration Date (as defined herein),
holders of Shares will be required to tender one associated Right for each Share
tendered in order to effect a valid tender of such Share. Accordingly,
stockholders who sell their Rights separately from their Shares and do not
otherwise acquire Rights may not be able to satisfy the requirements of the
Offer for the tender of Shares.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, JANUARY 31, 2001, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THE COMPANY'S BOARD
OF DIRECTORS REDEEMING THE RELATED PREFERRED STOCK PURCHASE RIGHTS OR THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED SECOND-
STEP MERGER DESCRIBED HEREIN, (2) THE PURCHASER HAVING RECEIVED SUFFICIENT
FUNDING, ON TERMS AT LEAST AS FAVORABLE TO THE PURCHASER AS ARE CONTAINED IN THE
COMMITMENT LETTERS RECEIVED FROM PNC BANK, TO PAY FOR ALL SHARES TENDERED
PURSUANT TO THE OFFER AND NOT VALIDLY WITHDRAWN AND TO PAY ALL FEES AND EXPENSED
RELATED TO THE OFFER AND BEING SATISFIED THAT IT WILL HAVE FUNDING AVAILABLE
FOLLOWING THE OFFER SUFFICIENT TO FUND THE PROPOSED SECOND-STEP MERGER AND THE
ONGOING WORKING CAPITAL NEEDS OF THE COMPANY, (3) THE PURCHASER BEING SATISFIED,
IN ITS SOLE DISCRETION, THAT, AFTER CONSUMMATION OF THE OFFER, SECTION 203 OF
THE DELAWARE GENERAL CORPORATION LAW WILL NOT PROHIBIT FOR ANY
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PERIOD OF TIME, OR IMPOSE ANY VOTING REQUIREMENTS IN EXCESS OF MAJORITY
STOCKHOLDER APPROVAL WITH RESPECT TO, THE PROPOSED SECOND-STEP MERGER OR ANY
OTHER BUSINESS COMBINATION INVOLVING THE COMPANY AND THE PURCHASER OF ANY OTHER
SUBSIDIARY OF COURT SQUARE AND (4) THE EXPIRATION OR TERMINATION OF ALL WAITING
PERIODS IMPOSED BY THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED, AND THE REGULATIONS THEREUNDER WITH RESPECT TO THE OFFER, THE
CONTRIBUTION OF SHARES TO THE PURCHASER BY COURT SQUARE AND THE CONVERSION OF
NON-VOTING SHARES HELD BY COURT SQUARE TO VOTING SHARES.
The purpose of the Offer is for Court Square to acquire control of, and
ultimately the entire equity interest in, the Company. The Offer, as the first
step in the acquisition of the Company, is intended to facilitate the
acquisition by the Purchaser of up to an aggregate of 2,300,000 Shares. Court
Square currently intends, promptly following consummation of the Offer, to seek
to have the Company consummate a second-step merger or similar business
combination with the Purchaser (the "Proposed Merger"), pursuant to which each
then outstanding Share (other than Shares held by the Purchaser) will be
converted into the right to receive an amount in cash equal to the highest price
per Share paid in the Offer.
Upon consummation of the Proposed Merger, the Company will become a
privately held corporation. Accordingly, the stockholders who have tendered into
the Offer and the stockholders cashed out in the Proposed Merger (collectively,
the "Public Stockholders") will not have the opportunity to participate in the
earnings and growth of the Company after the consummation of the Proposed Merger
and will not have any right to vote on corporate matters. In addition, the
Public Stockholders will not be entitled to share in any premium which might be
payable by an unrelated third-party acquiror of all of the Shares in a sale
transaction, if any, occurring after the consummation of the Proposed Merger. No
such transactions are contemplated at this time. However, such Public
Stockholders will not face the risk of losses generated by the Company's
operations or any decrease in the value of the Company after the consummation of
the Proposed Merger.
COURT SQUARE AND THE PURCHASER ARE SEEKING TO NEGOTIATE WITH THE COMPANY
WITH RESPECT TO THE COMBINATION OF THE COMPANY WITH THE PURCHASER. THE PURCHASER
RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES
TO BE PURCHASED, THE OFFER PRICE AND THE PROPOSED MERGER CONSIDERATION) UPON
ENTERING INTO A MERGER AGREEMENT WITH THE COMPANY, OR TO NEGOTIATE A MERGER
AGREEMENT WITH THE COMPANY NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH THE
PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF
SUCH MERGER, BE CONVERTED INTO CASH, COMMON STOCK OF THE PURCHASER, AND/OR OTHER
SECURITIES IN SUCH AMOUNTS AS ARE NEGOTIATED BY COURT SQUARE, THE PURCHASER AND
THE COMPANY.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not withdrawn
as, if and when the Purchaser gives oral or written notice to the Depositary of
the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In
all cases, upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary for the Offer, which will act as
agent for tendering stockholders for the purpose of receiving payment from the
Purchaser and transmitting payment to tendering stockholders. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (a) certificates for such Shares
("Share Certificates") and, if applicable, certificates representing the related
Rights ("Rights Certificates") or timely confirmation of book-entry transfer of
such Shares and, if applicable, Rights into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the book-entry transfer procedures described in "THE TENDER OFFER--Procedures
for Accepting the Offer and Tendering Shares and Rights" of the Offer to
Purchase, (b) a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase), and (c) any other documents required by the Letter of Transmittal.
Upon the deposit of funds with the Depositary for the purpose of making payments
to tendering stockholders, the Purchaser's obligation to make such payment shall
be satisfied and tendering stockholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the acceptance for
payment of Shares pursuant to the Offer. UNDER NO CIRCUMSTANCE
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WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE PURCHASER
REGARDLESS OF ANY EXTENSION OF THE OFFER OR BY REASON OF ANY DELAY IN MAKING
SUCH PAYMENT. The Purchaser will pay any stock transfer taxes incident to the
transfer to it of validly tendered Shares, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, as well as any charges and expenses
of the Depositary and the Information Agent.
The term "Expiration Date" means 5:00 p.m., New York City time, on
Wednesday, January 31, 2001, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date at which the Offer, as so extended by the Purchaser, will expire. Subject
to the applicable rules and regulations of the Securities and Exchange
Commission, the Purchaser reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
or facts set forth in "THE TENDER OFFER--Certain Conditions to the Offer" of the
Offer to Purchase shall have occurred, to extend the period of time during which
the Offer is open for any reason and thereby delay acceptance for payment of,
and the payment for, any Shares, by giving oral or written notice of such
extension to the Depositary. Under no circumstances will interest be paid on the
purchase price for tendered Shares, whether or not the Purchaser exercises its
right to extend the Offer. Any such extension will be followed by a public
announcement thereof no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. The Purchaser has
no intention of making available a "subsequent offering period" (within the
meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), but has the right to do so under Rule 14d-11.
If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment (whether before or after its acceptance for
payment of Shares) for Shares or it is unable to pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser and
subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares on
behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as described in
"THE TENDER OFFER--Withdrawal Rights" of the Offer to Purchase.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, certificates representing unpurchased or untendered Shares will be
returned, without expense to the tendering stockholder (or, in the case of
Shares delivered by book-entry transfer pursuant to the procedures set forth in
"THE TENDER OFFER--Procedures for Accepting the Offer and Tendering Shares and
Rights" of the Offer to Purchase, such Shares will be credited to an account
maintained within the Book-Entry Transfer Facility), as promptly as practicable
following the expiration, termination or withdrawal of the Offer. In the event
separate Rights Certificates are issued, similar action will be taken with
respect to unpurchased and untendered Rights.
If more than 2,300,000 of the outstanding Shares and, if applicable, Rights
are validly tendered and not withdrawn prior to the Expiration Date, we will
accept for payment and pay for only 2,300,000 of the outstanding Shares and
Rights on a pro rata basis (with appropriate adjustments to avoid purchase of
fractional Shares) based on the number of Shares properly tendered by each
stockholder prior to or on the Expiration Date and not withdrawn. Preliminary
results of proration will be announced by press release as promptly as
practicable after the Expiration Date. Stockholders may obtain such preliminary
information from the Information Agent and may be able to obtain such
information from their broker.
Except as otherwise provided below, tenders of Shares and, if applicable,
Rights made pursuant to the Offer are irrevocable. Shares and Rights tendered
pursuant to the Offer may be withdrawn at any time on or prior to the Expiration
Date and, unless theretofore accepted for payment by the Purchaser pursuant to
the Offer, may also be withdrawn at any time after March 3, 2001 (or such later
date as may apply in case the Offer is extended). A withdrawal of a Share will
also constitute a withdrawal of the related Right. Rights may not be withdrawn
unless the related Shares are also withdrawn.
To be effective, a notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares or Rights to be withdrawn, the number of Shares or Rights to
be withdrawn, and the
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name of the registered holder of the Shares or Rights to be withdrawn, if
different from the name of the person who tendered the Shares or Rights. If
Share Certificates or Rights Certificates evidencing Shares or Rights to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such Shares
and Rights have been tendered by an Eligible Institution, the signatures on the
notice of withdrawal must be guaranteed by an Eligible Institution. If Shares or
Rights have been delivered pursuant to the procedures for book-entry transfer as
set forth in "THE TENDER OFFER--Procedures for Accepting the Offer and Tendering
Shares and Rights" of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares or Rights and otherwise comply with the
Book-Entry Transfer Facility's procedures.
Withdrawals of Shares or Rights may not be rescinded. Any Shares or Rights
properly withdrawn will be deemed not validly tendered for purposes of the
Offer, but may be retendered at any subsequent time prior to the Expiration Date
by following any of the procedures described in the Offer to Purchase. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser in its sole discretion, which
determination will be final and binding.
A request has been made to the Company pursuant to Rule 14d-5 under the
Exchange Act for the use of the Company's stockholder lists and security
position listings for the purpose of disseminating the Offer to Stockholders.
The Company has elected to comply with Rule 14d-5(b) which permits the target
company to conduct the distribution of tender offer materials. Upon compliance
by the Company with this request, the Offer to Purchase and the related Letter
of Transmittal and other relevant materials will be mailed to record holders of
Shares and will be furnished to brokers, dealers, banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder lists, or, if applicable, who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
The receipt of cash in the Offer or the Proposed Merger in exchange for
Shares will be a taxable transaction for U.S. federal income tax purposes under
the Internal Revenue Code of 1986, as amended, and may also be a taxable
transaction under applicable state, local or foreign income or other tax laws.
Stockholders should consult their tax advisors about the particular effect the
proposed transactions will have on their Shares in their particular
circumstances.
The information required to be disclosed by Rule 14d-6(d)(1) under the
Exchange Act is contained in the Schedule TO and the Offer to Purchase and is
incorporated herein by reference.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD READ BEFORE MAKING ANY DECISION WITH
RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the Letter of Transmittal and
all other tender offer materials may be directed to the Information Agent as set
forth below, and copies will be furnished promptly at the Purchaser's expense.
No fees or commissions will be payable to brokers, dealers or other persons
(other than the Information Agent) for soliciting tenders of Shares pursuant to
the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
BANKS AND BROKERS CALL COLLECT: (212) 269-5550
ALL OTHERS PLEASE CALL TOLL-FREE: (800) 431-9629
January 2, 2001
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