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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
EASCO, INC.
(Name Of Issuer)
EASCO, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
27033E103
(CUSIP Number of Class of Securities)
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TERRY D. SMITH
EASCO, INC.
706 SOUTH STATE STREET
GIRARD, OHIO 44420
(330) 545-4311
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on
Behalf of the Person(s) Filing Statement)
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Copy to:
DAWN D. SCHILLER, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7610
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JULY 22, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 1 (this "Amendment") to the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed with the Securities and Exchange
Commission on July 22, 1998 (the "Schedule 13E-4") relates to the offer by
Easco, Inc., a Delaware corporation (the "Company" or the "Issuer"), to purchase
up to 1,000,000 shares (or such lesser number of shares as are properly
tendered) of its Common Stock, par value $.01 per share (the "Shares"), at
prices not in excess of $12.00 nor less than $9.00 per share, net to the seller
in cash, without interest thereon, as specified by stockholders tendering their
Shares, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 22, 1998 (the "Offer to Purchase") and in the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), and is intended to satisfy the reporting requirements
of Section 13(e) of the Securities Exchange Act of 1934, as amended. This
Amendment constitutes the final amendment to the Schedule 13E-4 in accordance
with Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended, and
General Instruction D to Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 8. ADDITIONAL INFORMATION.
Items 4 and 8(e) of the Schedule 13E-4 are hereby amended and supplemented
to add the following information:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, August
18, 1998. A total of 1,324,616 Shares were properly tendered pursuant to the
Offer at or below $11.50 per Share. In accordance with the terms of the Offer,
the Company accepted for purchase and purchased 1,022,312 Shares at a purchase
price of $11.50 per Share. Of the 1,324,616 Shares tendered at or below $11.50
per Share, odd-lots totaling 171 Shares were purchased in their entirety. The
remaining 1,324,445 Shares tendered at or below $11.50 per Share were purchased
by the Company on an approximately 77% pro rata basis. After the application of
the proration factor and pursuant to the terms of the Offer, the Company also
accepted for purchase and purchased an additional 486 Shares representing
odd-lots created as a result of proration. The 1,022,798 shares purchased
pursuant to the Offer represented approximately 9.7% of the 10,510,839 Shares
outstanding as of August 24, 1998.
On August 19, 1998, the Company issued two press releases announcing the
preliminary results of the Offer and on August 25, 1998, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on August 19, 1998 and on August 25, 1998 are
attached hereto as Exhibits (a)(10), (a)(11) and (a)(12), respectively, and are
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is hereby amended and supplemented to add the
following exhibits:
(a)(10) Press Release dated August 19, 1998.
(a)(11) Press Release dated August 19, 1998.
(a)(12) Press Release dated August 25, 1998.
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SIGNATURE
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.
Dated: September 1, 1998 EASCO, INC.
By: /s/ NORMAN E. WELLS, JR.
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Name: Norman E. Wells, Jr.
Title:President and Chief Executive
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(10) Press Release dated August 19, 1998.
(a)(11) Press Release dated August 19, 1998.
(a)(12) Press Release dated August 25, 1998.
</TABLE>
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Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Investor inquiries contact:
Wesley D. Ross
Manager, Investor Relations
(330) 545-4311
EASCO, INC. ANNOUNCES PRELIMINARY RESULTS OF
ITS "DUTCH AUCTION" SELF-TENDER OFFER
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GIRARD, OHIO (August 19, 1998) - Easco, Inc. (NASDAQ: ESCO) today announced the
preliminary results of its "Dutch Auction" self-tender offer which expired at
12:00 Midnight, New York City time, on Tuesday, August 18, 1998. Easco
commenced the tender offer for up to 1,000,000 shares of its common stock, or
approximately 9.5% of its then-outstanding shares, at a price range of $9.00 to
$12.00 per share on July 22, 1998.
Based upon a preliminary count by ChaseMellon Shareholder Services, L.L.C.,
the depositary for the offer, of the 1,123,894 shares properly tendered
pursuant to the offer, a total of 1,022,312 shares were tendered at or below
$11.50 per share. Easco expects to purchase, subject to final verification,
1,022,312 shares at $11.50 per share, which includes an additional 22,312
shares that Easco may purchase pursuant to the terms of the offer.
The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered (and not properly withdrawn), including shares tendered subject
to guarantees of delivery. Payment for shares accepted for purchase and return
of all shares tendered but not accepted for purchase will occur as soon as
practicable after the final accounting by the depositary.
Easco, Inc. is the largest independent extruder of soft alloy aluminum products
in the United States and is a leading producer of painted extrusions. The
company operates 21 aluminum extrusion presses and three casting facilities.
Its products include standard and custom profiles, conduit and drawn tubing.
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Exhibit (a)(11)
FOR IMMEDIATE RELEASE
Investor inquiries contact:
Wesley D. Ross
Manager, Investor Relations
(330) 545-4311
EASCO, INC. REVISES PRELIMINARY RESULTS OF
ITS "DUTCH AUCTION" SELF-TENDER OFFER
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GIRARD, OHIO (August 19, 1998)--Easco, Inc. (NASDAQ:ESCO) announces an update
to its announcement made earlier today regarding the preliminary results of its
"Dutch Auction" self-tender offer which expired at 12:00 Midnight, New York
City time, on Tuesday, August 18, 1998.
As earlier announced, Easco preliminarily determined that a total of 1,123,894
shares were properly tendered pursuant to the offer, including 1,022,312 shares
tendered at or below $11.50 per share. ChaseMellon Shareholder Services,
L.L.C., the depositary for the offer, has since advised Easco, based on
preliminary numbers, that an additional 306,529 shares were tendered pursuant to
the offer subject to guarantees of delivery, including 261,283 shares tendered
at or below $11.50 per share.
As previously announced, Easco expects to purchase, subject to final
verification, 1,022,312 shares at $11.50 per share. Due to the
over-subscription of the offer, Easco will purchase shares tendered at or below
$11.50 on a prorated basis, except for shares tendered as odd-lots which will
be purchased in full.
The determination of the actual number of shares to be purchased, the final
proration factor and the purchase price are subject to final confirmation and
the proper delivery of all shares properly tendered, including shares tendered
subject to guarantees of delivery. Payment for shares accepted for purchase
and return of all shares tendered but not accepted for purchase will occur as
soon as practicable after Easco receives the final accounting by the depositary.
Easco, Inc. is the largest independent extruder of soft alloy aluminum products
in the United States and is a leading producer of painted extrusions. The
company operates 21 aluminum extrusion presses and three casting facilities.
Its products include standard and custom profiles, conduit and drawn tubing.
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Exhibit (a)(12)
FOR IMMEDIATE RELEASE
Investor inquiries contact:
Wesley D. Ross
Manager, Investor Relations
(330) 545-4311
EASCO, INC. ANNOUNCES FINAL RESULTS OF
ITS "DUTCH AUCTION" SELF-TENDER OFFER
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GIRARD, OHIO (August 25, 1998) - Easco, Inc. (NASDAQ: ESCO) today announced the
final results of its "Dutch Auction" self-tender offer which expired at 12:00
Midnight, New York City time, on Tuesday, August 18, 1998. Easco commenced the
tender offer for up to 1,000,000 shares of its common stock, or approximately
9.5% of its then-outstanding shares, at a price range of $9.00 to $12.00 per
share on July 22, 1998.
Based on a final count by ChaseMellon Shareholder Services, L.L.C., the
depositary for the offer, 1,324,616 shares of Easco's common stock were properly
tendered pursuant to the offer at or below $11.50 per share. Under the terms of
the offer, Easco accepted for purchase and purchased 1,022,312 shares at $11.50
per share. Of the 1,324,616 shares tendered at or below $11.50 per share,
odd-lots totaling 171 shares were purchased in their entirety. The remaining
1,324,445 shares tendered at or below $11.50 per share were purchased by Easco
on an approximately 77% pro rata basis. After the application of the proration
factor and pursuant to the terms of the offer, Easco also accepted for purchase
and purchased an additional 486 shares representing odd-lots created as a result
of proration. Easco expects that the depositary will begin issuing payment for
shares purchased in the offer on August 25, 1998 and will complete the payment
process as promptly as possible. Shares not purchased pursuant to the offer will
be promptly returned by the depositary.
The 1,022,798 shares purchased pursuant to the offer represented approximately
9.7% of the 10,510,839 shares outstanding as of August 24, 1998. Following the
purchase of shares through the offer, Easco now has approximately 9.5 million
shares of its common stock outstanding.
Easco, Inc. is the largest independent extruder of soft alloy aluminum products
in the United States and is a leading producer of painted extrusions. The
company operates 21 aluminum extrusion presses and three casting facilities. Its
products include standard and custom profiles, conduit and drawn tubing.
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