OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & XXXXXX
AT
$35.25 PER SHARE
BY
HN ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 2, 1998,
UNLESS THE OFFER IS EXTENDED.
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THE BOARD OF DIRECTORS OF HANDY & XXXXXX (THE "COMPANY") HAS DETERMINED
THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY AND ITS SHAREHOLDERS, HAS APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER, AND RECOMMENDS THAT
HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY (THE "SHARES") ACCEPT THE OFFER
AND TENDER THEIR SHARES PURSUANT TO THE OFFER. SEE ITEM 4 OF THE SCHEDULE 14D-9
MAILED TO SHAREHOLDERS SIMULTANEOUSLY WITH THIS OFFER TO PURCHASE.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY THE PARENT, THE PURCHASER,
OR THE PARENT'S OTHER WHOLLY OWNED SUBSIDIARIES, WOULD REPRESENT AT LEAST A
MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE DATE OF
PURCHASE (THE "MINIMUM CONDITION"). SEE INTRODUCTION AND SECTION 14.
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's Shares (as defined herein) should either (i) complete and sign the
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such shareholder's signature
thereon guaranteed if required by Instruction 1 to the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile thereof) and any
other required documents to the Depositary (as defined herein) and either
deliver the certificates for such Shares to the Depositary along with the Letter
of Transmittal (or a facsimile thereof) or deliver such Shares pursuant to the
procedure for book-entry transfer set forth in Section 3 prior to the expiration
of the Offer or (ii) request such shareholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such shareholder. A
shareholder having Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact such person if he or she
desires to tender such Shares.
Any shareholder who desires to tender Shares and whose certificates for
such Shares are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in this Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials may
be directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.
The Dealer Manager for the Offer is:
XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION
March 6, 1998
TABLE OF CONTENTS
PAGE
----
INTRODUCTION.................................................................1
1. Terms of the Offer; Expiration Date.................................3
2. Acceptance for Payment and Payment for Shares.......................4
3. Procedures for Tendering Shares.....................................5
4. Withdrawal Rights...................................................8
5. Certain Federal Income Tax Consequences.............................9
6. Price Range of Shares; Dividends...................................10
7. Effect of the Offer on the Market for the Shares,
Stock Exchange Listing and Exchange Act Registration...............10
8. Certain Information Concerning the Company.........................11
9. Certain Information Concerning the Purchaser and the Parent........14
10. Source and Amount of Funds.........................................17
11. Background of the Offer; Contacts with the Company.................18
12. Purpose of the Offer; Merger Agreement; Plans for the Company......19
13. Dividends and Distributions........................................26
14. Conditions of the Offer............................................27
15. Certain Legal Matters and Regulatory Approvals.....................28
16. Fees and Expenses..................................................29
17. Miscellaneous......................................................30
Schedule I -- Information Concerning the Directors
and Executive Officers of the Parent and the Purchaser..................32
Schedule II -- Transactions in the Securities of the Company................36
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To the Holders of Common Stock of Handy & Xxxxxx:
INTRODUCTION
HN Acquisition Corp. (the "Purchaser") hereby offers to purchase all
outstanding shares of Common Stock, par value $1.00 per share (the "Shares), of
Handy & Xxxxxx, a New York corporation, including the associated Common Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of January 26, 1989, as amended on April 25, 1996, October 22, 1996 and March 1,
1998 (as so amended, the "Rights Agreement"), between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (the "Rights Agent"),
at a price of $35.25 per Share, net to the seller in cash, without interest
thereon (the "Offer Price"), upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer"). The Purchaser is
a New York corporation and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation (the "Parent"). Unless the context otherwise requires, all
references to Shares include the associated Rights and all references to the
Rights include the benefits that may inure to holders of the Rights pursuant to
the Rights Agreement, including the right to receive any payment due upon
redemption of the Rights. Based on publicly available information, the Purchaser
believes that one Right is currently associated with each Share.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes upon the purchase of Shares by the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation (the "Dealer Manager"),
Xxxxxx Trust Company of New York, as depositary (the "Depositary"), and
Innisfree M&A Incorporated, as information agent (the "Information Agent"),
incurred in connection with the Offer.
See Section 16.
The purpose of the Offer and the Merger (as defined herein) is for the
Parent to acquire control of, and the entire equity interest in, the Company.
For a discussion of certain appraisal rights that will be available to
shareholders upon consummation of the Merger, see Section 12.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD") HAS
DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS
OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES IN THE OFFER. The Company has informed the
Purchaser and the Parent that the reasons underlying such determinations are as
described in Item 4 of the Schedule 14D-9 mailed to shareholders simultaneously
with this Offer to Purchase (the "Schedule 14D-9"). Xxxxxxx Xxxxx & Co., the
Company's financial advisor ("Xxxxxxx Xxxxx"), has delivered to the Company its
opinion (the "Goldman Fairness Opinion") that as of March 1, 1998, the
consideration to be received by the shareholders (excluding WHX and its
subsidiaries) pursuant to the Offer and the Merger was fair from a financial
point of view to such shareholders. A copy of the Goldman Fairness Opinion,
which sets forth a description of the assumptions made, matters considered and
limitations on the review undertaken in connection with the opinion, is included
as an exhibit to the Schedule 14D-9.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares which, together with the Shares then owned by the Parent, the Purchaser,
and other wholly owned subsidiaries of the Parent, would represent at least a
majority of all outstanding shares on a fully diluted basis on the date of
purchase (the "Minimum Condition"). See Sections 1 and 14.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of March 1, 1998 (the "Merger Agreement"), by and among the Company,
the Parent and the Purchaser. The Merger Agreement provides, among other things,
for the commencement of the Offer by the Purchaser and further provides that,
after the purchase of Shares pursuant to the Offer, subject to the satisfaction
or waiver of certain conditions, the Purchaser will be merged with and into the
Company (the "Merger"), with the Company surviving the Merger (the "Surviving
Corporation") as a wholly owned subsidiary of the Parent. Pursuant to the
Merger, each outstanding Share (other
than Shares owned by the Company as treasury stock, owned by the Parent or any
subsidiary of the Parent, or Shares held by shareholders exercising appraisal
rights under New York law) will be converted into a right to receive $35.25 in
cash, without interest (the "Merger Consideration"). See Section 12.
The consummation of the Merger is subject to the satisfaction or waiver
of a number of conditions, including the adoption of the Merger Agreement by the
requisite vote or consent of the shareholders. Under the New York Business
Corporation Law (the "NYBCL"), the shareholder vote necessary to adopt the
Merger Agreement (the "Company Shareholder Vote") is the affirmative vote of at
least two-thirds of the Shares, including Shares held by the Purchaser and its
affiliates. See Section 12.
The Rights Agreement has been amended to provide that (i) neither the
Parent nor any of its affiliates or associates will be deemed an Acquiring
Person, and (ii) neither a Distribution Date, a Triggering Event, nor a Stock
Acquisition Date (as such terms are defined in the Company Rights Agreement)
will occur, in either case, by reason of the execution of the Merger Agreement,
the announcement or completion of the Offer, the consummation of the Merger or
the consummation of the other transactions contemplated by the Merger Agreement.
Shareholders are required to tender one Right for each Share tendered in order
to effect a valid tender of such Share. If the Distribution Date does not occur
prior to the Expiration Date, a tender of Shares will automatically constitute a
tender of the associated Rights. See Section 3.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Form 8-A relating
to the Rights, the text of the Rights Agreement, filed as an exhibit thereto
with the Securities and Exchange Commission (the "SEC") and subsequent
amendments to the Form 8-A and the Rights Agreement as filed with the SEC.
Copies of these documents may be obtained in the manner set forth in Section 8
below.
INFORMATION APPEARING OR INCORPORATED HEREIN IN RESPECT OF THE COMPANY,
THE COMPANY BOARD AND THE GOLDMAN FAIRNESS OPINION HAS BEEN FURNISHED TO THE
PURCHASER AND THE PARENT BY THE COMPANY. WHILE THE PURCHASER AND THE PARENT HAVE
NO REASON, AS OF THE DATE OF THIS OFFER TO PURCHASE, TO BELIEVE THAT SUCH
INFORMATION IS INCORRECT IN ANY MATERIAL RESPECT, NONE OF THE PURCHASER, THE
PARENT, THEIR RESPECTIVE AFFILIATES OR ANY REPRESENTATIVE OF ANY OF THE
FOREGOING ASSUMES ANY LIABILITY THEREFOR.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING
OF SHAREHOLDERS. ANY SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO SEPARATE
PROXY MATERIALS PURSUANT TO THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES
AND EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT").
THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE SCHEDULE
14D-9 CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BY
SHAREHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
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1. TERMS OF THE OFFER; EXPIRATION DATE.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any extension
or amendment), the Purchaser will accept for payment and pay for all Shares
which are validly tendered prior to the Expiration Date and not properly
withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00
Midnight, New York City time, on Thursday, April 2, 1998, unless and until the
Purchaser shall have extended the period of time during which the Offer is open,
in which event the term "Expiration Date" shall refer to the latest time and
date at which the Offer, as so extended by the Purchaser, will expire.
Pursuant to the Merger Agreement the Purchaser has agreed that it will
not, without the consent of the Company, extend the Offer, except that, without
the consent of the Company, if on the initial Expiration Date all conditions to
the Offer shall not have been satisfied or waived, the Parent has agreed to
cause the Purchaser to extend the expiration date of the Offer from time to time
up to May 1, 1998. The Merger Agreement provides that the Purchaser shall, on
the terms and subject to the prior satisfaction or waiver of the conditions of
the Offer, accept for payment and pay for Shares tendered as soon as it is
legally permitted to do so under applicable law; provided, however, the
Purchaser may in its sole discretion extend the Offer for a period not to exceed
10 business days after the initial Expiration Date. In addition, the Merger
Agreement provides that, without the consent of the Company, the Offer Price may
be increased and the Offer may be extended to the extent required by law in
connection with such an increase in the Offer Price. As used in this Offer to
Purchase, "business day" has the meaning set forth in Rule 14d-1 under the
Exchange Act.
In addition, the Purchaser has agreed in the Merger Agreement that it
will not, without the consent of the Company, decrease the Offer Price, decrease
the number of Shares sought in the Offer, amend or waive the Minimum Condition,
or amend any condition of the Offer in a manner adverse to the holders of Shares
(other than with respect to insignificant changes or amendments).
Subject to the terms of the Merger Agreement and the applicable rules
and regulations of the SEC, the Purchaser reserves the right (but shall not be
obligated), at any time and from time to time, and regardless of whether or not
any of the events or facts set forth in Section 14 hereof shall have occurred,
(i) to extend the period of time during which the Offer is open, 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 and (ii) to amend the
Offer in any other respect by giving oral or written notice of such amendment 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.
If by 12:00 midnight, New York City time, on Thursday, April 2, 1998
(or any date or time then set as the Expiration Date), any or all of the
conditions to the Offer have not been satisfied or waived, the Purchaser
reserves the right (but shall not be obligated), subject to the terms and
conditions contained in the Merger Agreement and to the applicable rules and
regulations of the SEC, (i) to terminate the Offer and not accept for payment or
pay for any Shares and return all tendered Shares to tendering shareholders,
(ii) to waive all the unsatisfied conditions and accept for payment and pay for
all Shares validly tendered prior to the Expiration Date and not theretofore
withdrawn, (iii) to extend the Offer subject to the right of shareholders to
withdraw Shares until the Expiration Date, or (iv) to amend the Offer. The
rights reserved by the Purchaser in this paragraph are in addition to the
Purchaser's rights to terminate the Offer pursuant to Section 14. During any
such extension, all Shares previously tendered and not properly withdrawn will
remain subject to the Offer, subject to the rights of a tendering shareholder to
withdraw Shares in accordance with the procedures set forth in Section 4.
The Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange
Act requires the Purchaser to pay the consideration offered or return the Shares
tendered promptly after the expiration, termination or withdrawal of
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the Offer, and (ii) the Purchaser may not delay acceptance for payment of, or
payment for (except as provided above), any Shares upon the occurrence of any of
the conditions specified in Section 14 without extending the period of time
during which the Offer is open.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, with such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act, which require that material changes be
promptly disseminated to shareholders in a manner reasonably designed to inform
them of such changes) and without limiting the manner in which the Purchaser may
choose to make any public announcement, the Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Xxxxx News Service.
If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer, or if it waives a material condition of
the Offer, the Purchaser will disseminate additional tender offer materials and
extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1
under the Exchange Act. The minimum period during which the Offer must remain
open following material changes in the terms of the Offer or information
concerning the Offer, other than a change in price or a change in percentage of
securities sought, will depend upon the facts and circumstances, including the
relative materiality of the changed terms or information. The SEC has taken the
position that an offer should generally remain open for a minimum of five
business days from the date a material change is first published, sent or given
to shareholders. With respect to a change in price or a change in percentage of
securities sought (other than an increase in the number of Shares sought not in
excess of 2% of the outstanding Shares), a minimum ten business day period is
required to allow for adequate dissemination to shareholders and investor
response. Accordingly, if prior to the Expiration Date, the Purchaser increases
or decreases the consideration offered pursuant to the Offer, and if the Offer
is scheduled to expire at any time earlier than the period ending on the tenth
business day from the date that notice of such increase or decrease is first
published, sent or given to holders of Shares, the Offer will be extended at
least until the expiration of such ten business day period.
As of the date of this Offer to Purchase, the Rights are evidenced by
the certificates representing the Shares and do not trade separately.
Accordingly, by tendering a certificate representing the Shares, a shareholder
is automatically tendering a similar number of associated Rights. If, however,
pursuant to the Rights Agreement or for any other reason, the Rights detach and
separate certificates are issued, shareholders will be required to tender one
Right for each Share tendered in order to effect a valid tender of such Share.
The Company has provided to the Purchaser its list of shareholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase and the related Letter of Transmittal and
other relevant materials will be mailed to record holders of Shares and
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will purchase, by accepting for payment,
and will pay for, all Shares validly tendered prior to the Expiration Date (and
not properly withdrawn in accordance with Section 4) promptly after the later to
occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the
conditions set forth in Section 14. The Purchaser expressly reserves the right,
in its discretion, to delay acceptance for payment of, or, subject to applicable
rules of the SEC, payment for, Shares in order to comply in whole or in part
with any applicable law. For a description of the Purchaser's right to terminate
the Offer and not accept for payment or pay for Shares or to delay acceptance
for payment for Shares, see Section 14.
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In all cases, payment for Shares purchased pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) the certificates
evidencing such Shares (the "Share Certificates") or timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Shares, if such
procedure is available, into the Depositary's account at The Depository Trust
Company or the Philadelphia Depository Trust Company (each a "Book-Entry
Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities")
pursuant to the procedures set forth in Section 3, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, or, in
the case of a book-entry transfer, an Agent's Message (as defined below), and
(iii) any other documents required by the Letter of Transmittal. See Section 3.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
properly withdrawn if, as and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares for payment. Payment
for Shares accepted pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payments from the Purchaser
and transmitting payments to such tendering shareholders. Under no circumstances
will interest be paid on the Offer Price by the Purchaser, regardless of any
delay in making such payment. Upon the deposit of funds with the Depositary for
the purpose of making payments to tendering shareholders, the Purchaser's
obligation to make such payment shall be satisfied and tendering shareholders
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.
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.
If any tendered Shares are not accepted for payment for any reason
pursuant to the terms and conditions of the Offer, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing Shares not purchased will be returned without expense to the
tendering shareholder (or, in the case of Shares tendered by book-entry transfer
into the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 3, such Shares will be credited to an account
maintained at such Book-Entry Transfer Facility) as promptly as practicable
following the expiration or termination of the Offer.
If, prior to the Expiration Date, the Purchaser increases the
consideration to be paid per Share pursuant to the Offer, the Purchaser will pay
such increased consideration for all such Shares purchased pursuant to the
Offer, whether or not such Shares were tendered prior to such increase in
consideration.
The Purchaser reserves the right to transfer or assign, in whole at any
time, or in part from time to time, to the Parent or one or more direct or
indirect wholly owned subsidiaries of the Parent, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer; provided, that any
such transfer or assignment will not relieve the Purchaser of its obligations
under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
3. PROCEDURES FOR TENDERING SHARES.
Valid Tender of Shares. In order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (in the case of any book-entry transfer), and any other
required documents, must be received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase prior to the Expiration
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Date and either (i) the Share Certificates evidencing tendered Shares must be
received by the Depositary at one of such addresses or Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation must be received by the Depositary, in each case prior
to the Expiration Date, or (ii) the tendering shareholder must comply with the
guaranteed delivery procedures described below.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Book-Entry Transfer. The Depositary will establish an account with
respect to the Shares at each of the Book-Entry Transfer Facilities for purposes
of the Offer within two business days after the date of this Offer to Purchase,
and any financial institution that is a participant in either of the Book-Entry
Transfer Facilities' systems may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at a Book-Entry Transfer Facility in accordance with such Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees or an Agent's Message,
and any other required documents must, in any case, be transmitted to and
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date or the tendering
shareholder must comply with the guaranteed delivery procedures described below.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH
BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Signature Guarantee. Signatures on all Letters of Transmittal must be
guaranteed by a firm which is a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program (each, an "Eligible Institution"), unless the
Shares tendered thereby are tendered (i) by a registered holder of Shares who
has not completed either the box entitled "Special Delivery Instructions" or the
box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 1 of the Letter of
Transmittal.
If a Share Certificate is registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or Shares
not accepted for payment or not tendered are to be returned, to a person other
than the registered holder(s), then the Share Certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Share Certificate, with the
signature(s) on such Share Certificate or stock powers guaranteed as described
above. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant
to the Offer and such shareholder's Share Certificates are not immediately
available or time will not permit all required documents to reach the Depositary
prior to the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, such Shares may nevertheless be tendered if all of
the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the
Purchaser herewith, is received by the Depositary as provided below
prior to the Expiration Date; and
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(iii) the Share Certificates for all tendered Shares, in
proper form for transfer, or a Book-Entry Confirmation, together with a
properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) with any required signature guarantee (or, in
the case of a book-entry transfer, an Agent's Message) and any other
documents required by such Letter of Transmittal, are received by the
Depositary within three New York State Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery.
Any Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a guarantee by an Eligible Institution in the form set forth in the
Notice of Guaranteed Delivery.
IN ALL CASES, SHARES SHALL NOT BE DEEMED VALIDLY TENDERED, UNLESS A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED
FACSIMILE), OR AN AGENTS MESSAGE IN THE CASE OF A BOOK-ENTRY TRANSFER, IS
RECEIVED BY THE DEPOSITARY.
Notwithstanding any other provision hereof, payment for Shares
purchased pursuant to the Offer will, in all cases, be made only after timely
receipt by the Depositary of (i) the Share Certificates evidencing such Shares,
or a Book-Entry Confirmation of the delivery of such Shares, (ii) a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) and (iii) any other documents required by the Letter of Transmittal.
Distribution Of Rights. Holders of Shares will be required to tender
one Right for each Share tendered to effect a valid tender of such Share. Unless
and until the Distribution Date occurs, the Rights are represented by and
transferred with the Shares. See Introduction. Accordingly, if the Distribution
Date does not occur prior to the Expiration Date, a tender of Shares will
constitute a tender of the associated Rights. If a Distribution Date has
occurred, certificates representing a number of Rights equal to the number of
Shares being tendered must be delivered to the Depositary in order for such
Shares to be validly tendered. If a Distribution Date has occurred, a tender of
Shares without Rights constitutes an agreement by the tendering shareholder to
deliver certificates representing a number of Rights equal to the number of
Shares tendered pursuant to the Offer to the Depositary within three NYSE
trading days after the date such certificates are distributed. The Purchaser
reserves the right to require that it receive such certificates prior to
accepting Shares for payment. If a Distribution Date has occurred, unless the
Rights are redeemed prior to the Expiration Date, shareholders 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
Purchaser will not pay any additional consideration for the Rights tendered
pursuant to the Offer.
Determination Of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by the Purchaser in its reasonable discretion, which determination
will be final and binding on all parties. The Purchaser reserves the absolute
right to reject any or all tenders of Shares determined by it not to be in
proper form or if the acceptance for payment of, or payment for, such Shares
may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also
reserves the absolute right, in its sole discretion, to waive any of the
conditions of the Offer or any defect or irregularity in any tender with respect
to Shares of any particular shareholder, whether or not similar defects or
irregularities are waived in the case of other shareholders. In such event the
Purchaser will, if required, extend the Offer in accordance with the applicable
regulations of the SEC. No tender of Shares will be deemed to have been validly
made until all defects and irregularities have been cured or waived.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. None of the Parent, the Purchaser, the Company, the Dealer Manager,
the Depositary, the Information Agent or any other person will be under any duty
to give notification of any defects or irregularities in tenders or will incur
any liability for failure to give any such notification.
-7-
Appointment As Proxy. By executing a Letter of Transmittal as set forth
above, a tendering shareholder irrevocably appoints designees of the Purchaser
as such shareholder's proxies, each with full power of substitution, to the
fullest extent of such shareholder's rights with respect to the Shares tendered
by such shareholder and accepted for payment by the Purchaser (and any and all
noncash dividends, distributions, rights, other Shares, or other securities
issued or issuable in respect of such Shares). All such proxies shall be
considered coupled with an interest in the tendered Shares. This appointment
will be effective if, when, and only to the extent that the Purchaser accepts
such Shares for payment pursuant to the Offer. Upon such acceptance for payment,
all prior proxies given by such shareholder with respect to such Shares and
other securities will, without further action, be revoked, and no subsequent
proxies may be given. The designees of the Purchaser will, with respect to the
Shares and other securities for which the appointment is effective, be empowered
to exercise all voting and other rights of such shareholder as they in their
sole discretion may deem proper at any annual, special, adjourned or postponed
meeting of the Company's shareholders, by written consent or otherwise, and the
Purchaser reserves the right to require that, in order for Shares or other
securities to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares, the Purchaser must be able to exercise
full voting rights with respect to such Shares.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO
PAYMENT TO CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE FOR SHARES PURCHASED
PURSUANT TO THE OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH
SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH
SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP
WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO
WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE
LETTER OF TRANSMITTAL.
The Purchaser's acceptance for payment of Shares tendered pursuant to
the Offer will constitute a binding agreement between the tendering shareholder
and the Purchaser upon the terms and subject to the conditions of the Offer.
4. WITHDRAWAL RIGHTS.
Tenders of Shares made pursuant to the Offer are irrevocable except
that such Shares may be withdrawn at any time 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 Tuesday, May 5, 1998.
If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment 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, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
tendering shareholders are entitled to withdrawal rights as described in this
Section 4. Any such delay will be by an extension of the Offer to the extent
required by law.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such Share Certificates, the serial numbers shown on such Share
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3,
-8-
any notice of withdrawal must also specify the name and number of the account at
a Book-Entry Transfer Facility to be credited with the withdrawn Shares.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its reasonable
discretion, which determination will be final and binding. None of the Parent,
the Purchaser, the Company, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
Any Shares properly withdrawn will thereafter be deemed not to have
been validly tendered for purposes of the Offer. However, withdrawn Shares may
be retendered at any time prior to the Expiration Date by following the
procedures described in Section 3.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The sale of Shares pursuant to the Offer will be a taxable transaction
for federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the "Code"), and will likely be a taxable transaction under applicable
state, local, foreign and other tax laws as well. Generally, for federal income
tax purposes, a tendering shareholder will recognize gain or loss equal to the
difference, if any, between the amount of cash received by the shareholder
pursuant to the Offer and the aggregate tax basis in the Shares tendered by the
shareholder and purchased pursuant to the Offer. Gain or loss will be computed
separately for each block of Shares (i.e., Shares acquired at the same time and
price) tendered and purchased pursuant to the Offer.
If Shares are held by a shareholder as a capital asset, gain or loss
recognized by the shareholder will be capital gain or loss. Under the recently
enacted Taxpayer Relief Act of 1997, net capital gain (i.e., generally, capital
gain in excess of capital loss) recognized by an individual upon the sale or
exchange of a capital asset that has been held for more than 18 months will
generally be subject to tax at a rate not to exceed 20%. Net capital gain
recognized by an individual from the sale or exchange of a capital asset that
has been held for more than 12 months but not for more than 18 months will
continue to be subject to tax at a rate not to exceed 28%, and net capital gain
recognized from the sale or exchange of a capital asset that has been held for
12 months or less will continue to be subject to tax at ordinary tax rates. In
addition, net capital gain recognized by a corporate taxpayer will continue to
be subject to tax at the ordinary income tax rates applicable to corporations.
Ordinary income recognized by an individual (including dividends and short-term
capital gains recognized by individuals) is subject to Federal income tax at a
maximum rate of 39.6%. The maximum federal tax rate applicable to all capital
gains and ordinary income recognized by a corporation is 35%.
Withholding. Unless a shareholder complies with certain reporting
and/or certification procedures, or is an exempt recipient under applicable
provisions of the Code (and regulations promulgated thereunder), such
shareholder may be subject to "backup" withholding of 31% with respect to any
payments received in the Offer. Shareholders should contact their brokers to
ensure compliance with such procedures. Foreign shareholders should consult with
their tax advisors regarding U.S. withholding taxes in general. Those tendering
their Shares in the Offer may prevent backup withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal.
THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND
MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE
OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO
HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH
AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND
FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF
INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS
TO
-9-
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING ANY STATE, LOCAL OR
OTHER TAX CONSEQUENCES) OF THE OFFER AND THE MERGER.
6. PRICE RANGE OF SHARES; DIVIDENDS.
According to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Company Form 10-K") and other publicly-available
information, the Shares are listed and principally traded on the NYSE. The
following table sets forth, for the quarters indicated, the high and low sales
prices per Share on the NYSE and the amount of cash dividends paid per Share, as
reported in the Company Form 10-K for periods in 1995 and 1996 and as reported
by published financial sources with respect to periods in 1997 and 1998:
CASH
HIGH LOW DIVIDENDS
---- --- ---------
YEAR ENDED DECEMBER 31, 1996:
First Quarter.................................. $17 5/8 $15 3/8 $.06
Second Quarter................................. 18 3/4 16 .06
Third Quarter.................................. 18 1/8 16 1/4 .06
Fourth Quarter................................. 19 1/4 15 7/8 .06
YEAR ENDED DECEMBER 31, 1997:
First Quarter.................................. $17 3/8 $15 $.06
Second Quarter................................. 17 3/4 13 5/8 .06
Third Quarter.................................. 23 16 15/16 .06
Fourth Quarter................................. 35 21 7/8 .06
YEAR ENDING DECEMBER 31, 1998:
First Quarter (through March 5, 1998)........... $37 11/16 $30 1/4
On February 27, 1998, the last trading day prior to the announcement of
the execution of the Merger Agreement, the reported closing sales price of the
Shares on the NYSE Composite Tape was $36-7/16 per Share. On March 5, 1998, the
last trading day prior to the commencement date of the Offer, the reported
closing sales price of the Shares on the NYSE Composite Tape was $34-15/16 per
Share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES, STOCK EXCHANGE
LISTING AND EXCHANGE ACT REGISTRATION.
The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and will reduce the number of holders
of Shares. This could adversely affect the liquidity and market value of the
remaining Shares held by the public. Depending upon the number of Shares
purchased pursuant to the Offer, the Shares may no longer meet the requirements
for continued listing on the NYSE and may therefore be delisted from the NYSE.
According to the NYSE's published guidelines, the NYSE would consider delisting
the Shares if, among other things: (i) the number of record holders of 100 or
more Shares should fall below 1,200; (ii) the number of publicly held Shares
(exclusive of holdings of the Parent and the Purchaser and any other
subsidiaries or affiliates of the Parent and of officers or directors of the
Company or their immediate families or other concentrated holdings of 10% or
more ("Excluded Holdings")) should fall below 600,000; or (iii) the aggregate
market value of such publicly held Shares (exclusive of Excluded Holdings)
should fall below $5,000,000.
-10-
According to information supplied by the Company, there are
approximately 2,606 holders of record of Shares. If as a result of the purchase
of Shares pursuant to the Offer or otherwise, the Shares no longer meet the
requirements of the NYSE for continued listing and the listing of the Shares is
discontinued, the market and prices for the Shares could be adversely affected.
If the NYSE were to delist the Shares, it is possible that the Shares
would continue to trade on other securities exchanges or in the over-the-counter
market and that price quotations would be reported by such exchanges or through
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or other sources. However, the extent of the public market for the
Shares and the availability of such quotations would depend upon such factors as
the number of shareholders and/or the aggregate market value of the
publicly-traded Shares remaining at such time, the interest in maintaining a
market in the Shares on the part of securities firms, the possible termination
of registration under the Exchange Act as described below and other factors.
The Shares are currently "margin securities" under the rules of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of the Shares for the purpose of buying, carrying or trading
in securities ("purpose loans"). Depending upon factors similar to those
described above with respect to stock exchange listing and market quotations,
the Shares might no longer constitute "margin securities" for the purposes of
the Federal Reserve Board's margin regulations and, therefore, could no longer
be used as collateral for purpose loans made by brokers.
The Shares are currently registered under the Exchange Act. The
purchase of Shares pursuant to the Offer may result in the Shares becoming
eligible for deregistration under the Exchange Act. Registration of the Shares
may be terminated upon application of the Company to the SEC if the Shares are
not listed on a national securities exchange and there are fewer than 300 record
holders. The termination of the registration of the Shares under the Exchange
Act would substantially reduce the information required to be furnished by the
Company to holders of the Shares and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of Section
16(b), the requirement of furnishing a proxy statement in connection with
shareholders' meetings, and the requirements of Rule 13e-3 under the Exchange
Act with respect to "going private" transactions, no longer applicable to the
Shares. Furthermore, "affiliates" of the Company and persons holding "restricted
securities" of the Company could be deprived of the ability to dispose of the
Shares pursuant to Rule 144 under the Securities Act of 1933, as amended. If
registration of the Shares under the Exchange Act were terminated, the Shares
would no longer be "margin securities" or eligible for NASDAQ reporting. The
Purchaser intends to seek to cause the Company to terminate the registration of
the Shares as soon after the consummation of the Offer or the Merger as the
requirements for termination of registration are met.
8. CERTAIN INFORMATION CONCERNING THE COMPANY.
Except as otherwise noted below, the information concerning the Company
contained in this Offer to Purchase, including financial information, has been
taken from or based upon publicly available documents and records on file with
the SEC and other public sources. Neither the Parent, the Purchaser nor the
Dealer Manager assumes any responsibility for the accuracy or completeness of
the information furnished by the Company or contained in such documents and
records or for any failure by the Company to disclose events which may have
occurred or which may affect the significance or accuracy of any such
information but which are unknown to the Parent, Purchaser or the Dealer
Manager.
The Company is a New York corporation whose principal executive offices
are located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Company was
incorporated in the State of New York in 1905 as the successor to a partnership
which commenced business in 1867. Unless the context indicates otherwise, the
term the "Company" also refers to its consolidated subsidiaries.
The Company is a diversified manufacturer providing engineered
products, system components and precious metal fabrication for industries
worldwide. The Company's business segments are (i) manufacturing and selling of
-11-
non-precious metal wire, cable and tubing products, primarily stainless steel
and specialty alloys; (ii) manufacturing and selling precious metal products and
precision electroplated materials and stamped parts; and (iii) manufacturing and
selling other specialty products supplied to natural gas, electric and water
utility companies.
Financial Information on the Company. Set forth below is a summary of
certain consolidated financial information with respect to the Company for its
fiscal years ended December 31, 1996, 1995 and 1994. Other than as set forth in
the paragraph below, the information concerning the Company contained herein has
been taken from or been based upon publicly available documents presented in the
Company Form 10-K, the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 (the "Company Form 10-Q") and other documents filed by
the Company with the SEC. More comprehensive financial information is included
in such reports (including management's discussion and analysis of results of
operations and financial condition) and other documents filed by the Company
with the SEC, and the financial information summary set forth below is qualified
in its entirety by reference to such reports and other documents, which are
incorporated herein by reference, as well as all the financial information and
related notes contained therein. The Company Form 10-K, the Company Form 10-Q
and such other documents may be examined and copies may be obtained from the
offices of the SEC or the NYSE in the manner set forth below.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Year Ended Nine Months Ended
December 31, September 30,
---------------------------------- ------------------------------
1996 1995 1994 1997 1996
---- ---- ---- ----
INCOME STATEMENT DATA: (unaudited)
Sales......................................... $407,107 $427,188 $408,968 $336,018 $310,036
Income from continuing operations, net of
income taxes and before extraordinary
item, excluding net LIFO gains............ 14,513 7,509 6,743 11,996 11,588
Net LIFO gains................................ 19,260 -- -- 2,706 2,913
Loss from extraordinary item.................. (2,889) -- -- -- --
Income (loss) from discontinued operations.... (14,515) 11,131 9,768 -- (9,654)
Net income.................................... 16,369 18,640 16,511 14,702 4,847
INCOME PER COMMON SHARE
INFORMATION:
Continuing operations net of income
taxes and before extraordinary
item, excluding net LIFO gains.......... 1.05 .53 .48 1.00 .83
Net LIFO gains............................ 1.40 -- -- .23 .21
Loss from extraordinary item.............. (.21) -- -- -- --
Income (loss) from discontinued operations (1.05) .79 .70 -- (.69)
Net income................................ $1.19 $1.32 $1.18 $1.23 $.35
At December 31, At September 30, 1997
----------------------------- ------------------------
1996 1995 (unaudited)
---- ----
BALANCE SHEET DATA:
Total current assets.......................... $138,674 $163,101 $162,198
Total current liabilities..................... 76,838 113,621 91,856
Total assets.................................. 316,464 341,049 397,582
Total liabilities............................. 220,858 220,655 290,947
Total shareholders' equity.................... $95,606 $120,394 $106,635
-12-
On February 11, 1998, the Company filed a press release disclosing
certain financial information related to the fiscal year ended December 31, 1997
and the fourth quarter of such fiscal year. The reported results are summarized
as follows:
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Twelve Months
Ended Quarter Ended
December 31, December 31,
---------------------- ------------------------------
1997 1996 1997 1996
---- ---- ---- ----
Sales......................................... $451,110 $407,107 $115,092 $97,071
Income from continuing operations, net of
income taxes before extraordinary item,
excluding net LIFO gains................... 17,193 14,513 5,197 2,925
Net LIFO gains................................ 3,717 19,260 1,011 16,347
Loss from extraordinary item.................. -- (2,889) -- (2,889)
Income (loss) from discontinued
operations................................. -- (14,515) -- (4,861)
Net income.................................... 20,910 16,369 6,208 11,522
INCOME PER COMMON SHARE
INFORMATION:
Income per share of Common Stock...........
Basic................................... $1.75 $1.19 $.52 $.86
Fully diluted........................... 1.74 1.18 .51 .86
More comprehensive financial information will be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997, which is
expected to be filed with the SEC not later than March 31, 1998. The reported
results are subject to completion of an audit and year end adjustment.
During the course of the discussions between the Parent and the Company
that led to the execution of the Merger Agreement, the Company provided the
Parent with certain information about the Company which was not publicly
available. The Company indicated that during the year ending December 31, 1998
it expected revenues to increase by approximately 10% to 11%, gross profit
margin to increase by approximately 1%, earnings before interest and taxes
margin to increase by not more than 1%, and earnings before interest, taxes and
depreciation margin to increase by not more than 1%. The Company indicated that
such projections were prepared solely for internal use and were not prepared for
publication or with a view to complying with the published guidelines of the SEC
regarding projections or with the AICPA Guide for Prospective Financial
Statements. This information is included in this Offer to Purchase only because
they were furnished to the Parent. The projections necessarily reflect numerous
assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are inherently uncertain or beyond
the Company's control. One cannot predict whether the assumptions made in
preparing the forecasts will be accurate, and actual results may be materially
higher or lower than those contained in the forecasts. The inclusion of this
information should not be regarded as an indication that the Parent, the
Purchaser, the Company, or anyone who received this information considered it a
reliable predictor of future events, and this information should not be relied
on as such. None of the Parent, the Purchaser or the Company assumes any
responsibility for the validity, reasonableness, accuracy or completeness of the
forecasts and the Company has made no representation to the Parent or the
Purchaser regarding the forecasts described above.
The Company is subject to the information and reporting requirements of
the Exchange Act and is required to file reports and other information with the
SEC relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Shares, any material interests of such persons in transactions
with the
-13-
Company and other matters, is required to be disclosed in proxy statements
distributed to the Company's shareholders and filed with the SEC. These reports,
proxy statements and other information should be available for inspection at the
public reference facilities of the SEC located in Judiciary Plaza, 000 Xxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and also should be available for
inspection and copying at prescribed rates at the following regional offices of
the SEC: Seven World Trade Center, New York, New York 10048; and 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. Copies of these materials
may also be obtained by mail, upon payment of the SEC's customary fees, from the
SEC's principal office at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The
SEC also maintains an Internet web site at xxxx://xxx.xxx.xxx that contains
reports, proxy statements and other information. The Shares are listed on the
NYSE, and reports, proxy statements and other information concerning the Company
should also be available for inspection at the offices of the NYSE, 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND THE PARENT.
The Purchaser. The Purchaser is a New York corporation which was
organized in 1997. The principal offices of the Purchaser are located at 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. The Purchaser is a wholly owned subsidiary
of the Parent. Until immediately prior to the time that the Purchaser will
purchase Shares pursuant to the Offer, it is not expected that the Purchaser
will have any significant assets or liabilities or engage in activities other
than the ownership of Shares and those activities incident to the transactions
contemplated by the Offer.
The Parent. The Parent is a Delaware corporation with its principal
executive offices located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
The Parent, through its subsidiaries, is a vertically integrated
manufacturer of predominantly value-added flat rolled steel products. The Parent
sells a broad array of value-added products, including cold rolled steel, tin-
and zinc-coated steels and fabricated steel products. The Parent's products are
sold to the construction industry, steel service centers, converters,
processors, and the container, automotive and appliance industries.
Financial Information. Set forth below is a summary of certain
consolidated financial information with respect to the Parent and its
subsidiaries for its fiscal years ended December 31, 1996, 1995 and 1994, and
for the nine months ended September 30, 1997, excerpted from financial
statements presented in the Parent's Annual Report on Form 10-K for the year
ended December 31, 1996 and Quarterly Report on Form 10-Q for the period ended
September 30, 1997, each as filed with the SEC. More comprehensive financial
information is included in such reports (including management's discussion and
analysis of results of operations and financial position) and other documents
filed by the Parent with the SEC, and the financial information summary set
forth below is qualified in its entirety by reference to such reports, which are
incorporated herein by reference, and all the financial information and related
notes contained therein.
-14-
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Year Ended Nine Months Ended
December 31, September 30,
---------------------------------------- ------------------------
1996 1995 1994 1997 1996
---- ---- ---- ---- ----
INCOME STATEMENT DATA: (unaudited)
Net sales..................................... $1,232,695 $1,364,614 $1,193,878 $386,717 $1,065,233
Income (loss) before taxes.................... (3,449) 100,075 110,725 (251,105) 50,438
Net (loss) income............................. 658 78,018 76,381 (163,218) 35,306
Dividend requirement for Preferred Stock...... 22,313 22,875 13,177 15,505 16,922
Net income (loss) applicable to Common
Stock..................................... (21,655) 55,143 63,204 (178,723) 18,384
INCOME PER COMMON SHARE
INFORMATION:
Income (loss) per share of Common Stock...
Basic................................... (.82) 2.07 2.19 (7.84) .69
Diluted................................. $(.82) $1.73 $1.89 $(7.84) $.68
At December 31, At September 30, 1997
-------------------------- -----------------------
1996 1995 (unaudited)
---- ----
BALANCE SHEET DATA:
Total current assets.................................... $ 737,731 $797,649 $875,022
Property, plant and equipment at cost, less 755,412 793,319 739,800
accumulated depreciation and amortization.............
Total assets............................................ 1,718,779 1,796,467 2,004,217
Total liabilities....................................... 998,571 1,021,674 1,492,569
Total shareholders' equity.............................. $714,437 $768,405 $506,146
On January 28, 1998, the Parent filed a press release disclosing
certain financial information related to the fiscal year ended December 31, 1997
and the fourth quarter of such fiscal year. The reported results are summarized
as follows:
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Twelve Months Ended Quarter Ended
December 31, December 31,
------------------------ -----------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales..................................... $642,096 $1,232 $255,380 $167,463
Income (loss) before taxes and extraordinary
item.......................................... (267,341) (3,449) (16,237) (53,887)
Net (loss) income............................. (199,762) 658 (36,544) (34,648)
Dividend requirement for Preferred Stock...... 20,657 22,313 5,152 5,387
Net income (loss) applicable to Common
Stock..................................... (220,419) (21,655) (41,696) (40,035)
INCOME PER COMMON SHARE
INFORMATION:
Income (loss) per share of Common Stock...
Basic................................... $(8.83) $(.83) $(2.11) $(1.60)
Diluted................................. (8.83) (.83) (2.11) (1.60)
-15-
More comprehensive financial information will be included in the Parent's Annual
Report on Form 10-K for the year ended December 31, 1997, which is expected to
be filed with the SEC not later than March 31, 1998. The reported results are
subject to completion of an audit and year end adjustment.
The Parent is subject to the information and reporting requirements of
the Exchange Act and is required to file reports and other information with the
SEC relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Parent's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Parent's securities, any material interests of such persons in
transactions with the Parent and other matters, is required to be disclosed in
proxy statements distributed to the Parent's shareholders and filed with the
SEC. These reports, proxy statements and other information should be available
for inspection and copies may be obtained in the same manner as set forth for
the Company in Section 8. The Parent's Common Stock is listed on the NYSE, and
reports, proxy statements and other information concerning the Parent should
also be available for inspection at the offices of the NYSE, as set forth in
Section 8.
The name, citizenship, business address, principal occupation or
employment and five-year employment history for each of the directors and
executive officers of the Parent and the Purchaser are set forth in Schedule I
hereto.
Ownership of Shares. The Parent, through its wholly owned subsidiary
Wheeling Pittsburgh Capital Corp., currently beneficially owns an aggregate of
1,649,455 Shares, representing approximately 13.6% of the 12,132,288 Shares
stated by the Company in the Merger Agreement to be outstanding at March 1,
1998, all of which Shares were acquired in the transactions described in
Schedule II to this Offer to Purchase. The aggregate purchase price of such
Shares was approximately $48.4 million, which was obtained from the Parent's
working capital funds.
Except as set forth in Schedule II of this Offer to Purchase, neither
the Parent nor the Purchaser, nor, to the knowledge of the Parent or the
Purchaser, any of the persons listed in Schedule I hereto, or any associate or
majority-owned subsidiary of such persons, beneficially owns any equity security
of the Company, and neither the Parent nor the Purchaser, nor, to the knowledge
of the Parent or the Purchaser, any of the other persons referred to above, or
any of the respective directors, executive officers or subsidiaries of any of
the foregoing, has effected any transaction in any equity security of the
Company during the past 60 days.
Except as set forth in this Offer to Purchase, neither the Parent nor
the Purchaser, nor, to the knowledge of the Parent or the Purchaser, any of the
persons listed in Schedule I hereto, has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, without limitation, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any securities of the Company, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies. Except as set forth in this Offer to Purchase, neither
the Parent nor the Purchaser, nor, to the knowledge of the Parent or the
Purchaser, any of the persons listed in Schedule I hereto, has had any
transactions with the Company, or any of its executive officers, directors or
affiliates, that would require reporting under the rules of the SEC.
Civil Proceedings. On March 31, 1997, the Parent, through the Purchaser
(formerly known as SB Acquisition Corp.), commenced a tender offer for shares of
Dynamics Corporation of America, Inc. ("DCA"), a NYSE-listed company. On April
14, 1997, DCA commenced an action against the Parent in the United States
District Court for the District of Connecticut, alleging, among other things,
that the Parent's tender offer violated Section 14(d) of the Exchange Act and
the rules thereunder (the "DCA Action"). The Parent denied all allegations and
contested the action. On April 29, 1997, Judge Xxxxxx X. Xxxxxxx of the United
States District Court, District of Connecticut, issued an order granting a
motion for a preliminary injunction filed by DCA against the Parent and the
Purchaser. The District Court found that the disclosure contained in the
Parent's tender offer materials to DCA shareholders was improper because (i) it
stated that under certain circumstances the Parent "may be required" to comply
with Section 912(b) of the NYBCL and a provision in DCA's charter, instead of
disclosing that the Parent
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"will be required" to do so; and (ii) it failed to disclose the Parent's future
plans in the event that it was prohibited from merging with DCA for five years.
The Court (i) directed the Parent and the Purchaser to make "further and
complete disclosures" pertaining to those subjects described above, and (ii)
specified that such tender offer be extended for an additional twenty days. This
order was promptly complied with in all respects by the Parent and the
Purchaser. The DCA Action was later discontinued by stipulation between the
parties.
On April 8, 1997, the SEC entered an Order Directing Private
Investigation concerning possible violations of Sections 14(d) and 14(e) of the
Exchange Act and Rules 14d-10(a)(1) and 14e-1(b) thereunder in connection with
the Parent's tender offer for DCA. The Parent fully cooperated with this
investigation. In December 1997, the Staff of the Division of Enforcement of the
SEC (the "SEC Enforcement Staff") has advised the Parent's counsel that the SEC
has authorized the initiation of administrative proceedings seeking a cease and
desist order pertaining to alleged violations of Section 14(d)(4) of the
Exchange Act and Rule 14d-10(a)(1) based on the Parent's inclusion of a "record
holder condition" in the DCA tender offer. This condition was removed by the
Parent shortly after the tender offer began and after the SEC had granted
authority to the Enforcement Staff to seek injunctive relief. At that time, the
SEC Enforcement Staff also advised the Parent's counsel that the SEC has
authorized the initiation of administrative proceedings seeking a cease and
desist order and disgorgement of profits, pertaining to alleged violations of
Section 14(d)(4) of the Exchange Act and Rules 14d-6(d) and 14d-4(c) in
connection with the Parent's closing of the DCA tender offer on June 13, 1997.
The SEC Enforcement Staff has asserted that the Parent's decision to close the
DCA tender offer and purchase approximately 10% of DCA's outstanding shares was
a material change in the conditions of such offer, including its "poison pill
condition" and "interfering transaction condition," each of which was effected
without adequate notice to DCA shareholders. According to the SEC Enforcement
Staff, the tender offer's conditions precluded the Parent from closing as long
as (i) DCA's "poison pill" remained in place, even if the Parent acquired shares
insufficient to trigger the "poison pill"; and (ii) DCA's merger agreement with
another company, CTS Corporation, remained in place. To date, no order
commencing an administrative proceeding has been filed. The Parent believes that
its tender offer complied in all respects with Sections 14(d) and 14(e) and the
rules thereunder and that no violation of law occurred. The Parent believes that
even if such proceeding is brought, and an adverse decision were to be rendered,
there would be no material financial impact on the Parent.
Except as set forth above, during the past five years neither the
Parent nor the Purchaser, nor, to the knowledge of the Parent or the Purchaser,
any of the persons listed in Schedule I hereto, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation of such laws.
10. SOURCE AND AMOUNT OF FUNDS.
The Purchaser estimates that the total amount of funds required to
purchase all of the Shares pursuant to the Offer and to pay all related costs
and expenses will be approximately $605 million. This includes approximately
$150 million which may be required to prepay certain long-term indebtedness of
the Company, but does not include approximately $45 million of debt to be
assumed by the Parent. In addition, approximately $23.5 million will be required
to cash out various stock options. In addition, the Purchaser has been informed
that additional amounts may be needed to satisfy existing severance obligations
and various other employee related commitments, either at the conclusion of the
Offer or at the consummation of the Merger. The amount of such obligations will
depend upon the continued satisfaction of the terms of their respective
employment agreements. While the exact amount of severance obligations can not
be determined at this time, it is expected that if required to be paid, such
amounts will be approximately $18.3 million in the aggregate. The Purchaser
plans to obtain all of such funds through capital contributions or advances made
by the Parent.
The Parent currently has on hand approximately $300 million of cash and
marketable securities. The Parent contemplates obtaining the additional monies
necessary to fund this Offer, the Merger and the refinancing of the Company's
existing indebtedness, if necessary, through a private placement of senior notes
(the "Notes"), initially to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
and Citicorp Securities, Inc. (collectively, the "Initial Purchasers"). It is
expected that the purchase agreement will provide that the Initial Purchasers
may resell the Notes to qualified institutional buyers in reliance on Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act") or outside
the United States to foreign purchasers in reliance on Regulation S under the
Securities
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Act. Based upon the initial term sheet, the Parent anticipates to raise
approximately $300 million through the issuance of Notes that are expect to be
unsecured and non-callable for a period of 4 years, and have a term of 7 years.
The Parent has not made any plans to finance or repay the Notes at this time.
Additional terms regarding the structure, covenants and provisions of the Notes
will be as negotiated by the Initial Purchasers and the Parent based on market
conditions at the time of the placement and will be described in an amendment to
the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1").
There can be no assurance that the Parent will consummate the placement of the
Notes. The Offer, however, is not conditioned upon the obtaining of such
financing. The Parent expressly reserves its right to obtain financing for the
transaction through alternative sources.
11. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
BACKGROUND OF THE OFFER
On the morning of December 15, 1997, the Parent sent a letter to the
Chairman of the Company regarding a proposed business combination between the
Company and the Parent.
On December 16, 1997, the Parent announced an offer to purchase any and
all Shares, at a price of $30 per Share in cash (the "Initial Tender Offer").
On December 24, 1997, the Company issued a press release announcing
that its Company Board voted unanimously to recommend that shareholders reject
the Initial Tender Offer. On such date the Company also filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth the
Company's recommendation with respect to the Parent's offer.
On January 6, 1998, the Parent issued a press release announcing that
it was not inclined to extend the January 16, 1998 expiration date of its
Initial Tender Offer or to change the price. The Parent also disclosed that the
pre-merger notification waiting period under the HSR Act (as defined below) had
expired.
On January 15, 1998, the Company issued a press release announcing that
the Company Board continued to believe that the Initial Tender Offer was
inadequate. The Company stated that it did not believe that the Initial Tender
Offer adequately reflected the Company's growth prospects, operations, the value
of its precious metals inventory, and its pension overfunding.
At 12:00 midnight on January 16, 1998, the Initial Tender Offer
expired. On January 20, 1998, the Parent announced that it had purchased 425,152
Shares (subsequently revised to 425,052 Shares and constituting approximately
3.5% of the then outstanding Shares) validly tendered and not withdrawn as of
the expiration of the Initial Tender Offer.
On January 23, 1998, the Company issued a press release announcing that
it intended to pursue strategic alternatives to enhance shareholder value and
that it had retained Xxxxxxx Xxxxx as its financial advisor.
On January 26, 1998, the Parent purchased 638,403 Shares in open market
transactions, thereby increasing its ownership position to approximately 13.7%.
On January 27, 1998, the Parent's Chairman sent a letter to the
Company's Chairman and indicated that the Parent remained interested in
acquiring the Company in an amicable transaction. Such correspondence also
announced that the Company had retained Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation ("DLJ") to assist it in negotiating such transaction and that it was
ready, willing and able to meet with representatives of the Company to discuss
an amicable transaction.
In early February 1998, Xxxxxxx Xxxxx contacted DLJ to invite the
Parent to participate in the discussions relating to a possible transaction with
the Parent. At that time Xxxxxxx Xxxxx also requested that Xxxxxx first execute
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a confidentiality and standstill agreement. The Parent, through its financial
advisor, indicated that it would not enter into an agreement with standstill
provisions. Such provisions were ultimately removed and the Parent entered into
a confidentiality agreement on February 28, 1998.
On February 13, 1998, members of the Parent's senior management and its
representatives met with members of the Company's senior management and its
representatives. As a result of this meeting, the Parent indicated that, subject
to a confirmatory due diligence investigation and the negotiation of a
definitive Merger Agreement, the Parent was prepared to offer to acquire all of
the Company's outstanding stock for a price ranging from $33 to $35 per Share.
After additional discussions the Parent indicated that it may be prepared to
make an offer at the high end of such range. The Parent was informed that the
Company Board would be meeting in the near future and that the Company would
respond after such meeting.
During the weeks of February 16 and 23, 1998, DLJ and the Parent
participated in preliminary financial due diligence conferences with Xxxxxxx
Xxxxx in connection with a possible transaction.
On February 24, 1998, the Parent received a draft of a proposed Merger
Agreement from the Company's legal advisor. The Parent sent a revised Merger
Agreement reflecting its comments to the Company's legal advisor on February 27,
1998, which indicated that the Parent was willing to pay $35 per share in cash
for all of the Company's remaining outstanding Shares.
In the evening of February 27, 1998, the Company indicated that it was
willing to continue discussions with the Parent, based on the Parent's comments
on the draft Merger Agreement. From February 28, 1998 to March 1, 1998, members
of the Parent's senior management and its representatives conducted a due
diligence review of the Company. On March 1, 1998, the Parent's representatives
met with the Company's representatives and legal advisors to negotiate the terms
of the Merger Agreement. During such negotiations, the Parent agreed to increase
the offer price to $35.25 per share.
In the evening of March 1, 1998, the Boards of Directors of each of the
Parent and the Company met separately and approved the Offer, the Merger
Agreement and related matters. The Parent, the Purchaser and the Company
executed and delivered the Merger Agreement in the late evening on March 1,
1998. On March 2, 1998, the Parent and the Company issued a joint press release
announcing the execution of the Merger Agreement. The Purchaser commenced the
Offer on March 6, 1998.
* * * * *
Other than as set forth above, there have not been any contacts,
negotiations or transactions between the Parent or the Purchaser, or their
respective subsidiaries, or, to the knowledge of the Parent or the Purchaser,
any of the persons listed in Schedule I hereto, on the one hand, and the Company
or its executive officers, directors or affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, election of directors, or a sale or other transfer of
a material amount of assets.
12. PURPOSE OF THE OFFER; MERGER AGREEMENT; PLANS FOR THE COMPANY.
The purpose of the Offer is for the Parent, through the Purchaser, to
acquire control of, and the entire equity interest in, the Company.
MERGER AGREEMENT
The following is a summary of the material terms of the Merger
Agreement. This summary is qualified in its entirety by reference to the full
text of the Merger Agreement, which is incorporated by reference and a copy
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of which has been filed with the SEC as an exhibit to the Schedule 14D-1. The
Merger Agreement may be examined, and copies obtained from the offices of the
SEC, in the same manner as set forth in Section 8.
The Offer. The Merger Agreement provides that the Purchaser will
commence the Offer and that upon the terms and subject to prior satisfaction or
waiver (except that the Minimum Condition may not be waived) of the conditions
of the Offer, the Purchaser will purchase all Shares validly tendered pursuant
to the Offer. The Merger Agreement provides that, without the written consent of
the Company, the Purchaser will not decrease the Offer Price, decrease the
number of Shares sought in the Offer, amend or waive the Minimum Condition, or
amend any condition of the Offer in a manner adverse to the holders of Shares;
PROVIDED, HOWEVER, that subject to applicable legal requirements, the Parent may
cause the Purchaser to waive any condition to the Offer (other than the Minimum
Condition), in the Parent's reasonable judgment, and the Offer may be extended
to comply with applicable rules and regulations of the SEC. If on the initial
scheduled Expiration Date all conditions to the Offer shall not have been
satisfied or waived, the Parent has agreed to cause the Purchaser to extend the
Expiration Date of the Offer from time to time up to May 1, 1998. The Merger
Agreement provides that the Purchaser shall, on the terms and subject to the
prior satisfaction or waiver of the conditions of the Offer, accept for payment
and pay for Shares tendered as soon as it is legally permitted to do so under
applicable law; provided, however, the Purchaser in its sole discretion may
extend the Offer for a period not to exceed 10 business days after the initial
Expiration Date. In addition, the Merger Agreement provides that, without the
consent of the Company, the Offer Price may be increased and the Offer may be
extended to the extent required by law in connection with such an increase in
the Offer Price.
The Merger. Subject to the terms and conditions of the Merger Agreement
and in accordance with the NYBCL, at the Effective Time (as defined in the
Merger Agreement) the Purchaser will merge with and into the Company. The
Company will be the surviving corporation in the Merger, and will continue its
corporate existence under New York law. The Purchaser's charter will be the
Certificate of Incorporation of the Surviving Corporation, and the Purchaser's
By-laws will be the By-Laws of the Surviving Corporation.
As of the Effective Time, by virtue of the Merger and without any
action on the part of any holder of Shares, each issued and outstanding Share
other than Shares owned by the Company, the Parent or any wholly owned
subsidiary of the Parent, held by the Company as treasury stock or held by
shareholders exercising appraisal rights under New York law (or Shares accepted
for payment by the Purchaser pursuant to the Offer), will be converted into the
right to receive $35.25 per Share in cash without interest. As of the Effective
Time, all such Shares will no longer be outstanding, will automatically be
cancelled and retired and will cease to exist and each holder of a certificate
representing any Shares will cease to have any rights in respect thereto except
the right to receive the Merger Consideration. Any Shares owned immediately
prior to the Effective Time by the Company, the Parent or any of their wholly
owned subsidiaries will be cancelled.
Conditions to the Merger. The respective obligations of the Parent and
the Purchaser, on the one hand, and the Company, on the other hand, to effect
the Merger are subject to the satisfaction on or prior to the Closing Date (as
defined in the Merger Agreement) of each of the following conditions, any and
all of which may be waived in whole or in part, to the extent permitted by
applicable law: (i) the Merger Agreement shall have been approved and adopted by
the requisite vote of the holders of Shares, as required by applicable law, in
order to consummate the Merger; (ii) no statute, rule, order, decree or
regulation shall have been enacted or promulgated by any government or any
governmental agency or authority of competent jurisdiction which prohibits the
consummation of the Merger and all governmental consents, orders and approvals
required for the consummation of the Merger and the transactions contemplated by
the Merger Agreement will have been obtained and shall be in effect at the
Effective Time; (iii) there shall be no order or injunction of a court or other
governmental authority of competent jurisdiction in effect precluding,
restraining, enjoining or prohibiting consummation of the Merger; and (iv) the
Parent, the Purchaser or their affiliates shall have purchased Shares pursuant
to the Offer.
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The Company's Board of Directors. The Merger Agreement provides that
promptly after the purchase by the Parent of the Shares pursuant to the Offer,
the Parent shall be entitled to designate such number of directors, rounded up
to the next whole number, on the Company Board as is equal to the product of the
total number of directors on such Company Board multiplied by the percentage
that the number of Shares beneficially owned by the Parent, the Purchaser or
their affiliates bears to the total number of Shares then outstanding, except
that, if the number of Shares purchased pursuant to the Offer equals or exceeds
50.01% of the outstanding Shares, the Company has agreed that the Parent's
representatives will constitute at least a majority of the Company Board. The
Company will, upon request of the Purchaser, use its best efforts promptly to
either increase the size of the Company Board or secure the resignations of such
number of its incumbent directors as is necessary to enable the Parent's
designees to be elected to the Company Board. Until the Effective Time, the
Company shall retain as members of the Company Board at least two directors who
were directors of the Company on March 1, 1998. The Company's obligation to
appoint the Purchaser's designees to the Company Board is subject to Section
14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder.
Following the election or appointment of Company's designees pursuant
to the Merger Agreement and prior to the Effective Time, any amendment or
termination of the Merger Agreement by the Company, extension by the Company for
the performance or waiver of the obligations or other acts of the Parent or the
Purchaser or waiver of the Company's rights thereunder requires the concurrence
of a majority of the directors of the Company then in office who were directors
on the date of the Merger Agreement and who voted to approve the Merger
Agreement, which action shall be deemed to constitute action by the full Company
Board, and if no such directors exists then the action may be effectuated by a
majority of the entire Company Board. Annex A to the Schedule 14D-9 contains
certain information about the persons expected to be designated by the Parent to
be so nominated or elected to the Company Board.
Shareholders Meeting. Pursuant to the Merger Agreement, the Company
will, if required by applicable law in order to consummate the Merger, duly
call, give notice of, convene and hold a special meeting of its shareholders
(the "Special Meeting") as soon as practicable following the acceptance for
payment and purchase of Shares by the Purchaser pursuant to the Offer for the
purpose of considering and taking action upon the approval of the Merger
Agreement. The Merger Agreement provides that the Company will, if required by
applicable law in order to consummate the Merger, prepare and file with the SEC
a preliminary proxy or information statement relating to the Merger and the
Merger Agreement and use its reasonable efforts (i) to obtain and furnish the
information required to be included by the SEC in the Proxy Statement (as
defined herein) and, after consultation with the Parent, to respond promptly to
any comments made by the SEC with respect to the preliminary proxy or
information statement and cause a definitive proxy or information statement (the
"Proxy Statement") to be mailed to its shareholders and (ii) to obtain the
necessary approvals of the Merger and the Merger Agreement by its shareholders.
If the Purchaser acquires at least two-thirds of the outstanding Shares, the
Purchaser will have sufficient voting power to approve the Merger, even if no
other shareholder votes in favor of the Merger. The Company has agreed, subject
to the fiduciary obligations of the Company Board under applicable law as
advised by independent counsel, to include in the Proxy Statement the
recommendation of the Company Board that shareholders of the Company vote in
favor of the approval of the Merger and the adoption of the Merger Agreement.
The Parent has agreed that it will vote, or cause to be voted, all of the Shares
then owned by it, the Purchaser or any of its other subsidiaries and affiliates
in favor of the approval of the Merger and the adoption of the Merger Agreement.
The Merger Agreement provides that in the event that the Parent, the
Purchaser or any other subsidiary of the Parent acquires at least 90% of the
outstanding Shares, pursuant to the Offer or otherwise, the Parent, the
Purchaser and the Company will, at the request of the Parent and subject to the
terms of the Merger Agreement, take all necessary and appropriate action to
cause the Merger to become effective as soon as practicable after such
acquisition, without a meeting of shareholders of the Company, in accordance
with Section 905 of the NYBCL.
Options. Pursuant to the Merger Agreement, effective as of the
Effective Time, the Parent and the Company shall cause (i) each outstanding
option to purchase Shares granted under the Company's employee and director
stock
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option plans (collectively, the "Option Plans"), whether or not then exercisable
or vested, to become fully exercisable and vested, (ii) each option that is then
outstanding to be cancelled, and (iii) the Company (or, at the Parent's option,
the Purchaser) to pay to such holders of options an amount equal the product of
(a) the excess, if any, of the Offer Price over the exercise price of each such
Option and (b) the number of Shares previously subject to the Option immediately
prior to its cancellation.
Interim Operations. Pursuant to the Merger Agreement, the Company has
agreed that, except as expressly contemplated or provided by the Merger
Agreement or agreed to in writing by the Parent, prior to the time the directors
of the Purchaser constitute a majority of the Company Board, (i) the business of
the Company and its subsidiaries shall be conducted only in the ordinary and
usual course of business; (ii) the Company will not, directly or indirectly, (a)
sell, transfer or pledge or agree to sell, transfer or pledge any Shares or
capital stock of any of its subsidiaries beneficially owned by it, either
directly or indirectly; (b) amend its Certificate of Incorporation or Bylaws or
similar organizational documents; or (c) split, combine or reclassify the
outstanding Shares or any outstanding capital stock of any of the subsidiaries
of the Company; (iii) neither the Company nor any of its subsidiaries shall, (a)
declare, set aside or pay any dividend or other distribution payable in cash,
stock or property with respect to its capital stock except for its regular
quarterly cash dividend; (b) issue, sell, pledge, dispose of or encumber any
additional shares of, or securities convertible into or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class of the Company or its subsidiaries, other
than Shares reserved for issuance on the date thereof upon exercise of
outstanding Rights pursuant to the Rights Agreement or issuances pursuant to the
exercise of options outstanding on the date thereof; (c) transfer, lease,
license, sell, mortgage, pledge, dispose of, or encumber any material assets
other than in the ordinary and usual course of business and consistent with past
practice including, without limitation, certain sales of precious metal
inventories; (d) incur or modify any material indebtedness or other material
liability, other than in the ordinary and usual course of business and
consistent with past practice, provided that the Company may borrow money for
use in the ordinary and usual course of business; or (e) redeem, purchase or
otherwise acquire directly or indirectly any of its capital stock other than
redemption of the outstanding Rights pursuant to the Rights Agreement; (iv)
neither the Company nor any of its subsidiaries shall modify, amend or terminate
any of its material agreements or waive, release or assign any material rights
or claims, except in the ordinary course of business and consistent with past
practice; (v) neither the Company nor any of its subsidiaries shall permit any
material insurance policy naming it as a beneficiary or a loss payable payee to
be cancelled or terminated without notice to the Parent, except in the ordinary
course of business and consistent with past practice; (vi) neither the Company
nor any of its subsidiaries shall: (a) assume, guarantee, endorse or otherwise
become liable or responsible (whether directly, contingently or otherwise) for
the material obligations of any other person, except in the ordinary course of
business and consistent with past practice; (b) make any material loans,
advances or capital contributions to, or investments in, any other person (other
than to subsidiaries of the Company), other than in the ordinary course of
business and consistent with past practice; or (c) enter into any material
commitment or transaction with respect to any of the foregoing (including, but
not limited to, any borrowing, capital expenditure or purchase, sale or lease of
assets); (vii) neither the Company nor any of its subsidiaries shall change any
of the accounting methods used by it unless required by GAAP; (viii) neither the
Company nor any of its subsidiaries will adopt a plan of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other reorganization of the Company or any of its subsidiaries (other than
the Merger); (ix) neither the Company nor any of its subsidiaries will, except
as required by law, enter into, adopt, create or amend in any material respect
or terminate any benefit plans maintained or contributed to by the Company or
any of its subsidiaries; (x) neither the Company nor any of its subsidiaries
will make or agree to make any capital expenditure or capital expenditures other
than capital expenditures in accordance with the Company's 1998 capital
expenditure program or in the ordinary course of business consistent with past
practice; (xi) neither the Company nor any of its subsidiaries will increase the
compensation of any director, executive officer or other key employee of the
Company or pay any benefit or amount not required by a plan, agreement,
understanding or arrangement as in effect on the date of this Agreement to any
such person; (xii) neither the Company nor any of its subsidiaries will cause a
material change in investment policy or a material change in investment vehicles
related to the assets in any pension plan, other than actions taken in the
ordinary course of business or that are consistent with or required by its
fiduciary duties; (xiii) neither the Company nor any of its
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subsidiaries will take, or agree to commit to take, any action that would make
any representation or warranty of the Company contained herein inaccurate in any
material respect at, or as of any time prior to, the Effective Time (except for
representations made as of a specific date); or (xiv) neither the Company nor
any of its subsidiaries will authorize or enter into an agreement to do any of
the foregoing actions.
No Solicitation. Pursuant to the Merger Agreement, the Company has
agreed that neither the Company nor any of its subsidiaries or affiliates shall,
directly or indirectly, solicit, participate in or initiate discussions or
negotiations with, or provide any information to, any corporation, partnership,
person or other entity or group (other than the Parent, or any of its affiliates
or representatives) concerning any merger, consolidation, tender offer, exchange
offer, sale of assets, sale of shares of capital stock or similar business
combination transactions involving the Company or any principal operating or
business unit of the Company (an "Acquisition Proposal"). The Merger Agreement
provides that the Company may furnish information concerning its business,
properties or assets to any corporation, partnership, person or other entity or
group pursuant to appropriate confidentiality agreements, and may negotiate and
participate in discussions and negotiations with such entity or group concerning
an Acquisition Proposal if (i) such entity or group has submitted a bona fide
written proposal on an unsolicited basis to the Company Board relating to such
transaction which the Company Board determines represents a superior transaction
to the Offer and the Merger and (ii) if, in the opinion of the Company Board,
only after receipt of advice from independent legal counsel, the failure to
provide such information or access or to engage in such discussions or
negotiations would cause the Company Board to violate its fiduciary duties to
the Company's shareholders under applicable law.
Indemnification and Insurance. Pursuant to the Merger Agreement, for
six years after the Effective Time, the Parent shall, and shall cause the
Surviving Corporation (or any successor of the Surviving Corporation) to,
indemnify, defend and hold harmless the present and former officers and
directors of the Company and its subsidiaries with respect to matters occurring
at or prior to the Effective Time to the fullest extent permitted permitted
under New York law or the Company's Certificate of Incorporation, Bylaws or
indemnification agreements in effect at the date of the Merger Agreement. The
Merger Agreement also provides that the Parent or the Surviving Corporation
shall maintain the Company's existing officers' and directors' liability
insurance ("D&O Insurance") for a period of not less than six years after the
Effective Time, provided that the Parent may substitute therefor policies of
substantially similar coverage and amounts containing terms no less favorable to
such former directors or officers. The Parent has also agreed that if the
existing D&O Insurance expires, is terminated or cancelled during such period,
the Parent or the Surviving Corporation will use its best efforts to obtain
substantially similar D&O Insurance, but in no event shall it be required to pay
aggregate premiums for such insurance in excess of 200% of the aggregate
premiums paid in 1997.
Representations and Warranties. In the Merger Agreement, the Company
has made customary representations and warranties to the Parent and the
Purchaser with respect to, among other things, its organization, standing and
corporate power; capitalization; authorization; validity of agreement and
Company action relating to the Merger Agreement; consents and approvals; the
accuracy of information in documents filed with the SEC; the absence of
undisclosed liabilities; the absence of any material adverse changes in the
Company since September 30, 1997; certain employment benefit plans and
employment agreements maintained or entered into by the Company; the absence of
material litigation; compliance with applicable laws; taxes; real property;
environmental matters; the accuracy of information supplied in connection with
this Offer to Purchase and the related filings with the SEC; the expiration of
the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended (the "HSR Act"); the quantities of the Company's
precious metals inventories as of February 27, 1998; engagement and payment of
fees of brokers, investment bankers, finders and financial advisors; and receipt
of the Goldman Fairness Opinion.
In the Merger Agreement, the Parent and the Purchaser have made
customary representations and warranties to the Company with respect to, among
other things, organization; authorization; capital structure; information in the
Schedule 14D-9 and Proxy Statement; compliance with laws; consents and
approvals; brokers' fees; financing; share ownership; operations of Purchaser;
HSR Act approval; and limitation of liability.
-23-
Employee Arrangements. The Merger Agreement provides that the Parent
and the Purchaser will continue the employment of all persons who, immediately
prior to the Effective Time, were employees of the Company or its subsidiaries
("Retained Employees"). The Company believes that the Merger Agreement provides
that payments under the employee and severance agreements are required to be
made at the consummation of the Offer, since the Merger Agreement provides that
officers of the Purchaser will be officers of the Surviving Corporation. The
Purchaser has advised the Company that it intends to appoint the officers of the
Company to their respective positions simultaneously with the consummation of
the Merger, and in its view no payment under the employment and severance
agreements would be required at the Effective Time or at the time of the
consummation of the Offer.
The Parent and the Purchaser have also agreed that, effective as of the
Effective Time and for a three-year period following the Effective Time, the
Surviving Corporation and its subsidiaries and successors will provide the
Retained Employees with employee plans and programs which provide benefits that
are no less favorable in the aggregate to those provided to such employees
immediately prior to the date of the Merger Agreement. With respect to such
benefits, service accrued by such employees with the Company and its
subsidiaries prior to the Effective Time shall be recognized for all purposes,
except to the extent necessary to prevent duplication of benefits. Nothing in
the foregoing shall be deemed to require the employment of any Retained Employee
to be continued for any particular period of time after the Effective Time.
Pursuant to the Merger Agreement, the Parent and the Purchaser have
agreed to honor, and cause the Surviving Corporation to honor, without
modification, all employment and severance agreements and arrangements, as
amended through the date of the Merger Agreement, with respect to employees and
former employees of the Company.
Termination; Fees. The Merger Agreement may be terminated and the
Merger abandoned at any time prior to the Effective Time, whether before or
after approval of the shareholders of the Company, (i) by mutual consent of the
Board of Directors of the Parent or the Purchaser and the Company Board, (ii) by
either the Board of Directors of the Parent or the Purchaser and the Company
Board (a) if the Offer shall have expired without any Shares being purchased
therein on or prior to July 1, 1998, provided that such right to terminate shall
not be available to any party whose failure to fulfill any obligation under the
Merger Agreement was the cause of, or resulted in, the failure of the Parent or
the Purchaser to purchase the Shares on or before such date; or (b) if any
Governmental Entity (as defined therein) shall have issued an order, decree or
ruling or taken any other action (which order, decree, ruling or other action
the parties shall use their reasonable efforts to lift), in each case
permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by the Merger Agreement and such order, decree, ruling or other
action shall have become final and non-appealable, (iii) by the Company Board
(a) if, prior to the purchase of Shares pursuant to the Offer, the Company Board
shall have (x) withdrawn (or modified or changed in a manner adverse to the
Parent or the Purchaser) its approval or recommendation of the Offer, the Merger
Agreement or the Merger in order to permit the Company to execute a definitive
agreement providing for the acquisition of the Company by merger, consolidation
or otherwise on terms determined by the Company Board to be superior to the
stockholders of the Company than the acquisition of the Company contemplated by
the Merger Agreement, and (y) determined, only after receipt of advice from
independent legal counsel to the Company, that the failure to take such action
as set forth in the preceding clause (x) would cause the Company Board to
violate its fiduciary duties to the Company's stockholders under applicable law;
PROVIDED, HOWEVER, that prior to any such termination the Company shall have
given the Parent at least two business days notice of the effectiveness of such
termination, and simultaneously with the effectiveness of such termination, pay
to the Parent the $8 million termination fee referred to below; or (b) if, prior
to the purchase of Shares pursuant to the Offer, the Parent or the Purchaser
breaches or fails in any material respect to perform or comply with any of its
material covenants and agreements contained in the Merger Agreement or breaches
its representations and warranties in any material respect; (c) if the Parent or
the Purchaser shall have terminated the Offer, or the Offer shall have expired,
without the Parent or the Purchaser, as the case may be, purchasing any Shares
pursuant thereto; provided, that the Company may not terminate the Merger
Agreement pursuant to this clause if the Company is in material breach of the
Merger Agreement; or (iv) by the Board of Directors of the Parent or the
Purchaser if prior to the purchase of Shares pursuant to the Offer, the Company
Board shall have withdrawn or modified or changed in a manner adverse to the
Parent or the Purchaser its approval or recommendation of the Offer, the Merger
Agreement or the Merger, or shall have recommended an Acquisition Proposal or
offer, or shall have executed an agreement in principle (or similar agreement)
or definitive agreement providing for a tender offer or exchange offer for any
shares of capital stock of the Company, or a merger, consolidation or other
business combination with a person or entity other than the Parent, the
Purchaser or their affiliates (or the Company Board resolves to do any of the
foregoing).
-24-
In accordance with the Merger Agreement, if the Company Board
terminates this Agreement pursuant to clause (iii)(a) of the immediately
preceding paragraph or the Parent terminates this Agreement pursuant to clause
(iv) of the immediately preceding paragraph (provided that at the time of such
termination by the Parent, the Parent and the Purchaser were not in material
breach the Merger Agreement), the Company is obligated to concurrently pay to
the Parent a termination fee of $8 million.
Amendments and Waivers. The Merger Agreement may be amended by the
parties by an instrument in writing signed on behalf of each party at any time
before or after any vote of the shareholders of the Company. However, after any
such approval, the Merger Agreement does not permit the parties to make any
amendment that by law requires further approval by the shareholders of the
Company without the further approval of such shareholders, including a reduction
or change in the Merger Consideration.
Appraisal Rights. Shareholders do not have statutory appraisal rights
as a result of the Offer. However, if the Merger is consummated, shareholders of
the Company at the time of the Merger will have certain rights to dissent and
demand appraisal of their Shares under the NYBCL. Dissenting shareholders who
comply with the requisite statutory procedures in accordance with Section 623 of
the NYBCL will be entitled to a judicial determination and payment of the "fair
value" of their Shares as of the close of business on the day prior to the date
of shareholder authorization of the Merger, together with interest thereon, at
such rate as the court finds equitable, from the date the Merger is consummated
until the day of payment. Under the NYBCL, in fixing the fair value of the
Shares, a court would consider the nature of the transaction giving rise to the
shareholders' right to receive payment for Shares and its effects on the Company
and its shareholders, the concepts and methods then customary in the relevant
securities and financial markets for determining fair value of shares of a
corporation engaging in a similar transaction under comparable circumstances,
and all other relevant factors. The value so determined could be more or less
than the purchase price offered pursuant to the Offer or the Merger.
Going Private Transactions. The SEC has adopted Rule 13e-3 under the
Exchange Act, which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the Merger following the
purchase of Shares pursuant to the Offer. Rule 13e-3 should not be applicable to
the Merger if the Merger is consummated within one year after the expiration or
termination of the Offer and the price paid in the Merger is not less than the
per Share price paid pursuant to the Offer. However, in the event that the
Purchaser is deemed to have acquired control of the Company pursuant to the
Offer and if the Merger is consummated more than one year after completion of
the Offer or an alternative acquisition transaction is effected whereby
shareholders of the Company receive consideration less than that paid pursuant
to the Offer, in either case at a time when the Shares are still registered
under the Exchange Act, the Purchaser may be required to comply with Rule 13e-3
under the Exchange Act. If applicable, Rule 13e-3 would require, among other
things, that certain financial information concerning the Company and certain
information relating to the fairness of the Merger or such alternative
transaction and the consideration offered to the shareholders other than the
Purchaser, the Parent and their affiliates in the Merger or such alternative
transaction, be filed with the SEC and disclosed to shareholders prior to
consummation of the Merger or such alternative transaction. If such registration
were terminated, Rule 13e-3 would be inapplicable to any such transaction.
The Purchaser reserves the right to purchase, following consummation,
termination, or withdrawal of the Offer, additional Shares or Rights in the open
market, in privately negotiated transactions, in another tender offer or
exchange offer or otherwise. In addition, in the event that the Merger does not
occur, the Purchaser will evaluate its other alternatives. These alternatives
could include purchasing Shares or Rights in the open market, in privately
negotiated transactions, in another tender offer or exchange offer or otherwise,
or taking no further action to acquire Shares or Rights. Any additional
purchases of Shares or Rights could be at a price greater or less than the price
to be paid for Shares and Rights in the Offer and could be for cash or other
consideration. Alternatively, the Purchaser and the Parent may sell or otherwise
dispose of any or all Shares or Rights acquired pursuant to the Offer or
otherwise. Such transactions may be effected on terms and at prices then
determined by the Purchaser and the Parent, which may vary from the price
proposed to be paid for Shares and Rights in the Offer.
-25-
PLANS FOR THE COMPANY.
The Purchaser and the Parent have no present intention to make any
significant changes in the business strategies of the Company, and (except as
described below) they have not identified any specific assets, corporate
structure, or business strategy which warrants change. In the course of the
Parent's due diligence review, significant attention was given to the
overfunding in the Company's pension plans and its precious metals inventory.
The Parent currently intends to continue to review the Company's pension plans
to determine whether any of the pension plans of the Parent and the Company and
their subsidiaries can be combined or administered in a manner that will reduce
the net total annual pension funding costs of the combined companies. The Parent
will seek to ensure that the Company's retired employees and its contractual
commitments will be adequately protected and the Parent does not intend to
curtail or modify the Company's pension plans as they relate to the groups of
employees covered or the amounts of pension benefits provided to employees. The
Parent also plans to further explore the possibility of realizing the monetary
value of a substantial portion of the Company's precious metals inventory, which
currently has a market value substantially in excess of the book value of such
asset, however, the Parent has not determined at the present time the best way
to realize the monetary value of the Company's precious metals inventory.
If the Purchaser acquires control of the Company, the Parent intends to
conduct a detailed review of the Company and its assets, corporate structure,
dividend policy, capitalization, operations, properties, policies, management
and personnel and consider at the same time what, if any, changes or sale of
assets would be desirable in light of the circumstances which then exist.
Except as noted in this Offer to Purchase, neither the Parent nor the
Purchaser has any present plans or proposals that would result in an
extraordinary corporate transaction, such as a reorganization, liquidation,
relocation of operations, or sale or transfer of assets, involving the Company
or any of its subsidiaries, or any material changes in the Company's corporate
structure, business or composition of its board of directors, management or
personnel.
13. DIVIDENDS AND DISTRIBUTIONS.
If, on or after the date of this Offer to Purchase, the Company should
(i) split, combine or otherwise change the Shares or its capitalization, (ii)
issue or sell any additional securities of the Company or otherwise cause an
increase in the number of outstanding securities of the Company or (iii) acquire
currently outstanding Shares or otherwise cause a reduction in the number of
outstanding Shares, then, without prejudice to the Purchaser's rights under
Sections 1 and 14, the Purchaser, in its sole discretion, may make such
adjustments as it deems appropriate in the purchase price and other terms of the
Offer, including, without limitation, the amount and type of securities offered
to be purchased.
If, on or after the date of this Offer to Purchase, the Company should
declare or pay any dividend on the Shares, other than regular quarterly
dividends not to exceed $.06 per Share, or make any distribution (including,
without limitation, the issuance of additional Shares pursuant to a stock
dividend or stock split, the issuance of other securities or the issuance of
rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to shareholders of record on a date prior to the
transfer to the name of the Purchaser or its nominee or transferee on the
Company's stock transfer records of the Shares purchased pursuant to the Offer,
then, without prejudice to the Purchaser's rights under Sections 1 and 14, (i)
the purchase price per Share payable by the Purchaser pursuant to the Offer will
be reduced by the amount of any such cash dividend or cash distribution, and
(ii) any such non-cash dividend, distribution or right to be received by the
tendering shareholders will be received and held by such tendering shareholders
for the account of the Purchaser and will be required to be promptly remitted
and transferred by each such tendering shareholder to the Depositary for the
account of the Purchaser, accompanied by appropriate documentation of transfer.
Pending such remittance and subject to applicable law, the Purchaser will be
entitled to all rights and privileges as owner of any such non-cash dividend,
distribution or right and may withhold the entire purchase price or deduct from
the purchase price the amount of value thereof, as determined by the Purchaser
in its sole discretion.
-26-
14. CONDITIONS OF THE OFFER.
Notwithstanding any other provisions of the Offer, and in addition to
(and not in limitation of) the Purchaser's rights to extend and amend the Offer
at any time in its sole discretion (subject to the provisions of the Merger
Agreement), the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay
for or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and may
terminate the Offer if (i) the Minimum Condition has not been satisfied, (ii)
the Rights under the Rights Agreement shall have become exercisable, or (iii) at
any time on or after March 1, 1998 and before the time of acceptance of Shares
for payment pursuant to the Offer, any of the following events shall occur:
(a) there shall have been any action taken, or any statute, rule,
regulation, judgment, order or injunction promulgated, entered, enforced,
enacted, issued or applicable to the Offer or the Merger by any domestic or
foreign federal or state governmental regulatory or administrative agency or
authority or court or legislative body or commission which (i) prohibits, or
imposes any material limitations on, the Parent's or the Purchaser's ownership
or operation of all or a material portion of the Company's businesses or assets,
(ii) prohibits, or makes illegal the acceptance for payment, payment for or
purchase of Shares or the consummation of the Offer or the Merger, (iii) results
in a material delay in or restricts the ability of the Purchaser, or renders the
Purchaser unable, to accept for payment, pay for or purchase some or all of the
Shares, or (iv) imposes material limitations on the ability of the Purchaser or
the Parent to effectively exercise full rights of ownership of the Shares,
including, without limitation, the right to vote the Shares purchased by it on
all matters properly presented to the Company's shareholders, provided that the
Parent shall have used all reasonable efforts to cause any such judgment, order
or injunction to be vacated or lifted;
(b) the representations and warranties of the Company set forth in the
Merger Agreement shall not be true and correct as of the date of consummation of
the Offer as though made on or as of such date or the Company shall have
breached or failed to perform or comply with any material obligation, agreement
or covenant required by the Merger Agreement to be performed or complied with by
it except, in each case, (i) for changes specifically permitted by the Merger
Agreement and (ii) (A) those representations and warranties that address matters
only as of a particular date which are true and correct as of such date or (B)
where the failure of such representations and warranties to be true and correct,
or the performance or compliance with such obligations, agreements or covenants,
do not, individually or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole;
(c) the Merger Agreement shall have been terminated in accordance with
its terms;
(d) (i) it shall have been publicly disclosed that any person, entity
or "group" (as defined in Section 13(d)(3) of the Exchange Act), shall have
acquired beneficial ownership (as determined pursuant to Rule 13d-3 promulgated
under the Exchange Act) of more than 20% of any class or series of capital stock
of the Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, other than any person or group existing on
the date hereof which beneficially owns more than 20% of any class or series of
capital stock of the Company or (ii) the Company shall have entered into a
definitive agreement or agreement in principle with any person with respect to
an Acquisition Proposal or similar business combination with the Company;
(e) the Company Board shall have withdrawn, or modified or changed in a
manner adverse to the Parent or the Purchaser (including by amendment of the
Schedule 14D-9) its recommendation of the Offer, the Merger Agreement, or the
Merger, or recommended another proposal or offer, or shall have resolved to do
any of the foregoing; or
(f) there shall have occurred (i) a decline of at least 25% in either
the Dow Xxxxx Average of Industrial Stocks or the Standard & Poor's 500 Index
from the date of the Merger Agreement, or (ii) the declaration and
-27-
continuation of a banking moratorium or any limitation or suspension of payments
in respect of the extension of credit by banks or other lending institutions in
the United States;
which in the reasonable judgment of the Parent or the Purchaser, in any such
case, and regardless of the circumstances giving rise to such condition, makes
it inadvisable to proceed with the Offer and/or with such acceptance for payment
or payments.
The foregoing conditions are for the sole benefit of the Purchaser and
the Parent and may be waived by the Parent or the Purchaser, in whole or in part
at any time and from time to time in the reasonable discretion of the Parent or
the Purchaser.
A public announcement will be made of a material change in, or waiver
of, such conditions, to the extent required by Rules 14d-4(c) and 14d-6(d) under
the Exchange Act, and the Offer will be extended in connection with any such
change or waiver to the extent required by such rules.
15. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS.
General. Except as set forth below, based upon an examination of
publicly available filings made by the Company with the SEC and other publicly
available information concerning the Company, neither the Purchaser nor the
Parent is aware of any licenses or other regulatory permits that appear to be
material to the business of the Company and its subsidiaries, taken as a whole,
that might be adversely affected by the Purchaser's acquisition of Shares (and
the indirect acquisition of the stock of the Company's subsidiaries) as
contemplated herein, or of any filings, approvals or other actions by or with
any domestic (federal or state), foreign or supranational governmental authority
or administrative or regulatory agency that would be required prior to the
acquisition of Shares (or the indirect acquisition of the stock of the Company's
subsidiaries) by the Purchaser pursuant to the Offer as contemplated herein.
Should any such approval or other action be required, it is the Purchaser's
present intention to seek such approval or action. However, the Purchaser does
not presently intend to delay the purchase of Shares tendered pursuant to the
Offer pending the receipt of any such approval or the taking of any such action
(subject to the Purchaser's right to delay or decline to purchase Shares if any
of the conditions in Section 14 shall have occurred). There can be no assurance
that any such approval or other action, if needed, would be obtained without
substantial conditions or that adverse consequences might not result to the
business of the Company, the Parent or the Purchaser or that certain parts of
the businesses of the Company, the Parent or the Purchaser might not have to be
disposed of or held separate or other substantial conditions complied with in
order to obtain such approval or other action or in the event that such approval
was not obtained or such other action was not taken, any of which could cause
the Purchaser to elect to terminate the Offer without the purchase of the Shares
thereunder. The Purchaser's obligation under the Offer to accept for payment and
pay for Shares is subject to certain conditions, including conditions relating
to the legal matters discussed in this Section 15. See Section 14.
State Takeover Statutes. The Company is incorporated under the laws of
New York. In general, Section 912 of the NYBCL prohibits a New York corporation
from engaging in a "Business Combination" (defined as any of a variety of
transactions including mergers) with an "Interested Shareholder" (defined
generally as a person owning shares entitled to cast at least 20% of the voting
power of a corporation) for a period of five years following the date such
person became an Interested Shareholder, unless, before such person became an
Interested Shareholder, the corporation's board of directors approved either the
Business Combination or the transaction in which the shareholder became an
Interested Shareholder. The Company has represented in the Merger Agreement that
the Company Board has approved the Merger Agreement and the consummation of the
Merger and the other transactions contemplated thereby and that such approval
constitutes approval of the Company Board of the Merger and the other
transactions contemplated by the Merger Agreement under Section 912 of the NYBCL
If an assertion is made that the Parent or the Purchaser has not
complied with the provisions of any state takeover statute, the Parent and the
Purchaser reserve the right to challenge the validity or applicability of any
state
-28-
law allegedly applicable to the Merger and nothing in this Offer to Purchase nor
any action taken in connection herewith is intended as a waiver of that right.
Article 16 of the NYBCL requires the bidder for the shares of a New
York corporation to file a registration statement with the attorney general and
to satisfy certain disclosure requirements. The Parent and the Purchaser have
filed such a registration statement and this Offer to Purchase sets forth all of
the information required to be disclosed pursuant to Article 16 of the NYBCL.
A number of other states have adopted laws and regulations applicable
to attempts to acquire securities of corporations that are incorporated, or have
substantial assets, shareholders, or whose business operations otherwise have
substantial economic effects in such states. The Company, directly or through
subsidiaries, conducts business in a number of states throughout the United
States, some of which may have enacted takeover laws as described above. Except
for those provisions of the NYBCL set forth above, the Purchaser does not
believe that any such takeover statutes are applicable to the Offer or the
Merger and has not attempted to comply with any such state takeover statutes in
connection therewith. The Purchaser reserves the right to challenge the validity
or applicability of any state law allegedly applicable to the Offer or the
Merger and nothing in this Offer to Purchase nor any action taken in connection
herewith is intended as a waiver of that right.
Antitrust. Under the HSR Act and the rules that have been promulgated
thereunder, certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the FTC (the "FTC") and
certain waiting period requirements have been satisfied.
On December 16, 1997, the Parent filed a Premerger Notification and
Report Form with the Federal Trade Commission and the Antitrust Division under
the HSR Act with respect to the Initial Tender Offer. On Monday, January 5,
1998, the Parent was informed by the FTC that early termination of the waiting
period under the HSR Act applicable to the purchase of the Shares pursuant to
such offer had been granted. Such notice also applies to the Offer and the
Merger.
16. FEES AND EXPENSES.
The Purchaser has retained Innisfree M&A Incorporated to act as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, facsimile, telegraph and personal
interviews and may request brokers, dealers and other nominee shareholders to
forward materials relating to the Offer to beneficial owners of Shares. The
Information Agent will receive reasonable and customary compensation for its
services, will be reimbursed for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.
In addition, Xxxxxx Trust Company of New York has been retained as the
Depositary. The Depositary has not been retained to make solicitations or
recommendations in its role as Depositary. The Depositary will receive
reasonable and customary compensation for its services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the federal securities laws.
The Parent has engaged DLJ to act as its financial advisor and as the
Dealer Manager. Pursuant to a letter agreement dated January 26, 1998, the
Parent has agreed to pay DLJ for its services, including its services as Dealer
Manager, (i) $1,000,000 upon the execution of such letter agreement, and (ii)
$1,000,000 upon the consummation of the business combination, for its services
as financial advisor to the Parent. The Parent has also agreed to reimburse DLJ
for all reasonable expenses, including the reasonable fees and disbursements of
legal counsel in an aggregate amount not to exceed $250,000, and to indemnify
DLJ against liabilities and expenses in connection therewith, including
liabilities under federal securities laws.
-29-
Except as set forth above, the Purchaser will not pay any fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies will, upon request only, be reimbursed by the Purchaser for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
17. MISCELLANEOUS.
The Purchaser is not aware of any jurisdiction where the making of the
Offer is prohibited by any administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, the Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by one or more registered brokers or dealers which are licensed under
the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PARENT OR THE PURCHASER NOT CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
-30-
The Parent and the Purchaser have filed with the SEC the Schedule
14D-1, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain
additional information with respect to the Offer. The Schedule 14D-1, and any
amendments thereto, may be inspected at, and copies may be obtained from, the
same places and in the same manner as set forth in Section 8 (except that they
will not be available at the regional offices of the SEC).
HN ACQUISITION CORP.
March 6, 1998
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF THE PARENT AND THE PURCHASER
Directors and Executive Officers of the Parent. The following table
sets forth the name, business address, present principal occupation, and
employment and material occupations, positions, offices, or employments for the
past five years of certain directors, officers and employees of the Parent.
Unless otherwise indicated, the principal business address of each executive
officer of the Parent is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and each
occupation set forth opposite an individual's name refers to employment with the
Parent. Where no date is given for the commencement of the indicated office or
position, such office or position was assumed prior to March 5, 1993.
Each person listed below is a citizen of the United States.
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
------------------------------- -----------------------------------------
Xxxx X. Xxxxxx................. Director. Group Finance Director since
Varity Corporation December 1996 and Executive Vice
000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Corporate Development from
Buffalo, NY 14209 April 1996 through December 1996 of Xxxxx
Varity plc, Senior Vice President and
Chief Financial Officer from July 1990
through April 1996 of Varity Corporation.
Xxxxx Varity plc designs, manufactures
and supplies advanced technology systems,
products and services in the world's
automotive, diesel engine and aerospace
industries.
Xxxxx X. Xxxxxxxx............. Vice President - Commercial since August
1997. Xx. Xxxxxxxx was previously
employed as Vice President- Sales and
Marketing for Quanex Corporation since
1993. Prior to 1993, Xx. Xxxxxxxx was
employed by Bethlehem Steel Corporation
for 32 years, most recently as District
Sales Manager.
Xxxx X. Xxxxx................... Director. President, Xxxx X. Xxxxx &
Xxxx X. Xxxxx and Company, Inc. Company, Inc., an international marketing
Foot of Chapel Avenue consulting firm; President, BLHJ, Inc.,
Jersey City, NJ 07305 an international consulting firm;
President, Congressional Medal of Xxxxx
Xxxxxxx of U.S. since September 1995.
Xxxxxx X. Xxxxxxx............... Director. Private Investor; Director,
00000 Xxxxxxxx Xxxxxxxxx Arden Group, Inc.
Suite 1940
Los Angeles, CA 90025
Xxxxxxx Xxxxxxxxx............... Director. Management and Marketing
Fiber Fuel International, Inc. Consultant; Chairman and Chief Executive
000 Xxxxxxxxx Xxxxxx Officer of Overspin Golf, since January
Suite II 1994; Chairman of the Board and Chief
Savannah, GA 31406 Executive Officer of Fiber Fuel
International, Inc., since 1994.
-32-
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
------------------------------- -----------------------------------------
Xxxxxx XxXxx.................. Director. Chairman of the Board;
President, Stonehill Investment Corp.;
Director of Regency Equities Corp., a
real estate company.
Xxxxxx Xxxxxx................. Vice President, Special Counsel since
April 1993; Trustee/Director of Xxxxxxxxx
& Xxxxxx Equity Mutual Funds.
Xxxx X. Xxxxxx................ Chief Financial Officer; Executive Vice
President - Finance of the Company and
Wheeling-Pittsburgh Steel Corporation
("WPSC") since November 1997. Prior to
joining the Company Xx. Xxxxxx was a
partner with Price Waterhouse LLP.
Xxxxx X. Xxxxxxx.............. Vice President - Purchasing since October
1997. Xx. Xxxxxxx was previously employed
with U.S. Steel Group of USX Corporation
for 34 years, most recently as General
Manager of Purchasing.
Xxxxxx X. Xxxxxx............. Director. Secretary; Partner, Olshan
Olshan Xxxxxxxx Frome & Xxxxxxxx Frome & Xxxxxxxxxx LLP.
Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxxxxxx........... Director, President and Chief Executive
Officer; President, Chief Executive
Officer and Chairman of the Board of
WPSC.
Xxxxx Xxxxx................. Vice President since October 1995;
President and Chief Executive Offer of
Unimast Incorporated, a wholly- owned
subsidiary of WHX.
-33-
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
------------------------------- -----------------------------------------
Xxxxxxx X. Xxxxxx.............. Director. Financial Consultant; Director
00 Xxxxxxxxxxx Xxxxx of ADT Limited, a provider of electronic
Suite 712 security alarm protection, America West
New York, NY 10021 Airlines, Inc., Applied Power Inc., a
manufacturer and distributor of hydraulic
power equipment, ARIAD Pharmaceuticals,
Inc., Becton, Xxxxxxxxx and Company, a
medical instrumentation and equipment
company, Diamond Offshore Drilling, Inc.,
Foundation Health Systems, Inc., General
American Investors Company, Olsten
Corporation, a temporary help company,
Xxxxxx Stores Corporation, a retail
chain, Time Warner Inc. and Triarc
Companies, Inc.
-34-
Directors and Officers of the Purchaser. Set forth below are the name
and position with the Purchaser of each director of the Purchaser. The principal
address of the Purchaser and the current business address of each individual
listed below is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. Each such person is a
citizen of the United States. The present principal occupation or employment (in
addition to the position with the Purchaser indicated below), and material
occupations, positions, offices or employments for the past five years of
Messrs. Tabin and Trangucci are set forth below. Information with respect to Xx.
XxXxx, who is also a Director and executive officer of the Parent, is set forth
above in "Directors and Executive Officers of the Parent".
PRESENT POSITION
WITH THE PURCHASER AND PRINCIPAL OCCUPATION
OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING
NAME THE PAST FIVE YEARS
----------------------------- ----------------------------------------------
Xxxxxx XxXxx................. Director; President
Xxxxxxx X. Xxxxx............. Director; Vice-President; and Secretary;
Assistant Treasurer of the Parent; Vice
President of Stonehill Investment Corp.
Xxxxx X. Xxxxxxxxx........... Treasurer; Assistant Treasurer of the Parent;
Vice President of Stonehill Investment Corp.
-35-
SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF THE COMPANY
The following table sets forth the transactions in Shares by the
Parent, the Purchaser and their affiliates and includes all transactions that
occurred during the past 60 days. Unless otherwise indicated, all such
transactions took place on the NYSE.
Shares of Common Stock Purchase Price Per Share Date of Purchase
------------------------- -------------------------- ----------------
25,000 $17.50 August 1, 1997
12,000 $18.69 August 8, 1997
3,000 $19.00 August 11, 1997
11,400 $19.00 August 14, 1997
3,000 $19.00 August 15, 1997
1,500 $19.00 August 18, 1997
6,400 $19.50 August 21, 1997
16,300 $19.25 August 22, 1997
30,000 $19.68 August 26, 1997
10,000 $19.25 August 27, 1997
30,400 $19.98 August 28, 1997
40,100 $20.63 August 29, 1997
25,400 $20.42 September 2, 1997
8,500 $20.60 September 3, 1997
41,200 $20.85 September 4, 1997
11,400 $20.99 September 5, 1997
31,800 $21.10 September 8, 1997
25,100 $23.98 October 10, 1997
21,900 $24.03 October 14, 1997
8,000 $24.31 October 15, 1997
23,800 $25.04 October 16, 1997
21,200 $25.71 October 16, 1997
32,800 $26.36 October 22, 1997
45,800 $26.86 October 23, 1997
15,400 $27.19 October 24, 1997
29,500 $25.60 October 30, 1997
5,100 $24.25 October 31, 1997
10,000 $25.00 November 6, 1997
-36-
Shares of Common Stock Purchase Price Per Share Date of Purchase
------------------------- -------------------------- ----------------
10,000 $25.25 November 13, 1997
15,000 $23.50 November 21, 1997
5,000 $23.00 November 24, 1997
10,000 $22.63 November 28, 1997
425,0521 $30.00 January 16, 1998
338,403 $35.13 January 26, 1998
300,000 $35.13 January 26, 1998
--------
1 Shares purchased pursuant to the Initial Tender Offer of Parent commenced on
December 16, 1997.
-37-
Manually executed facsimile copies of the Letter of Transmittal,
properly completed and duly signed, will be accepted. The Letter of Transmittal,
certificates for the Shares and any other required documents should be sent by
each shareholder of the Company or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
The Depositary for the Offer is:
XXXXXX TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Deliver:
Wall Street Station Receive Window
P.O. Box 0000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000 00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By Facsimile Transmission:
(for Eligible Institutions Only)
(000) 000-0000
For Information (call collect):
(000) 000-0000
Any questions or requests for assistance or additional copies of the
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective addresses and telephone numbers set forth below. You may also contact
your broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
or
CALL TOLL FREE: (000) 000-0000
The Dealer Manager for the Offer is:
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
or
CALL TOLL FREE (000) 000-0000, EXT. 6174
