AMENDMENT #3 TO SCHEDULE TO-T

0000950123-07-004925.txt : 20070403 0000950123-07-004925.hdr.sgml : 20070403 20070403060152 ACCESSION NUMBER: 0000950123-07-004925 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TB WOODS CORP CENTRAL INDEX KEY: 0001000227 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 251771145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48279 FILM NUMBER: 07741528 BUSINESS ADDRESS: STREET 1: 440 N FIFTH AVE CITY: CHAMBERSBURG STATE: PA ZIP: 17201 BUSINESS PHONE: 7172647161 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TB WOODS CORP CENTRAL INDEX KEY: 0001000227 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 251771145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48279 FILM NUMBER: 07741529 BUSINESS ADDRESS: STREET 1: 440 N FIFTH AVE CITY: CHAMBERSBURG STATE: PA ZIP: 17201 BUSINESS PHONE: 7172647161 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Altra Holdings, Inc. CENTRAL INDEX KEY: 0001374535 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 611478870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617-328-3300 MAIL ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 SC TO-T/A 1 y64602a3sctovtza.htm AMENDMENT #3 TO SCHEDULE TO-T AMENDMENT #3 TO SCHEDULE TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Amendment No. 3

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

TB WOOD’S CORPORATION

(Name of Subject Company (Issuer))

Altra Holdings, Inc.
Forest Acquisition Corporation

(Names of Filing Persons (Offerors))


Common Stock, par value $0.01 per share (Title of class of securities)		872226105 (CUSIP number of class of securities)

Michael L. Hurt
Chairman and Chief Executive Officer
Altra Holdings, Inc.
14 Hayward St.
Quincy, MA 02171
Tel: (617) 689-6354

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

Copies to:
Craig W. Adas
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, CA 94065
Tel: (650) 802-3000

CALCULATION OF FILING FEE


Transaction Valuation (1) $118,361,546		Amount of Filing Fee (2) $3,634

(1)

Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares to be purchased pursuant to the tender offer at the tender offer price of $24.80 per Share.

(2)		The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

þ		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$	3,634	Filing Party:	Altra Holdings, Inc.,
				Forest Acquisition Corporation
Form or Registration No.	Schedule TO		Date Filed:	March 5, 2007

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third party tender offer subject to Rule 14d-1.

o		issuer tender offer subject to Rule 13e-4.

o		going-private transaction subject to Rule 13e-3.

þ		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ


CUSIP No.		872226105	SCHEDULE 13D

NAMES OF REPORTING PERSONS:

ALTRA HOLDINGS, INC.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

61-1478870

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

WC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,591,854

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,591,854

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,591,854

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

95%^*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

The calculation of the percentage is based on 3,770,929 shares of Common Stock issued and outstanding as of April 2, 2007, as reported by TB Wood’s Corporation’s transfer agent.


CUSIP No.		872226105	SCHEDULE 13D

NAMES OF REPORTING PERSONS:

FOREST ACQUISITION CORPORATION

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,591,854

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,591,854

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,591,854

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

95%^*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

The calculation of the percentage is based on 3,770,929 shares of Common Stock issued and outstanding as of April 2, 2007, as reported by TB Wood’s Corporation’s transfer agent.

Tender Offer Amendment

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on March 5, 2007, as amended (the “Initial Statement”) and relates to the Offer by Forest Acquisition Corporation, a Delaware corporation (the “Purchaser”), and a direct wholly-owned subsidiary of Altra Holdings, Inc., a Delaware corporation (“Altra”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of TB Wood’s Corporation, a Delaware corporation (“TB Wood’s”), at a purchase price of $24.80 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”). This Amendment is being filed on behalf of Altra and the Purchaser. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Initial Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 4, 8, and 11. Terms of the Offer; Interest in Securities of the Company; Additional Information.

Items 4, 8 and 11 of the Initial Statement are hereby amended and supplemented to include the following:

“The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Monday, April 2, 2007, as scheduled. The Offer was not extended. According to the American Stock Transfer & Trust Company, the depositary for the Offer, as of April 2, 2007, approximately 3,591,854 shares of Company Common Stock were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 95% of TB Wood’s outstanding shares of Company Common Stock. The Purchaser has accepted all validly tendered shares of Company Common Stock for payment.

Pursuant to the terms of the Agreement and Plan of Merger, dated February 17, 2007, by and among Altra, Purchaser and TB Wood’s (the “Merger Agreement”), Purchaser will be merged with and into TB Wood’s (the “Merger”), with TB Wood’s surviving the Merger as a wholly owned subsidiary of Altra or one of Altra’s wholly owned subsidiaries. At the effective time of the Merger, each share of TB Wood’s common stock then outstanding (other than shares of TB Wood’s common stock owned by Altra, Purchaser or any of their respective subsidiaries or affiliates, or shares owned by TB Wood’s stockholders who are entitled to and properly exercise appraisal rights under the General Corporation Law of the State of Delaware) will be converted into the right to receive $24.80 in cash, without interest and less any required withholding taxes.”

Items 12. Exhibits.

Item 12 of the Initial Statement is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(ii) Press Release issued by Parent on April 3, 2007.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	ALTRA HOLDINGS, INC.

	/s/ MICHAEL L. HURT


	Name:	Michael L. Hurt
	Title:	Chairman and Chief Executive Officer

	FOREST ACQUISITION CORPORATION

	/s/ MICHAEL L. HURT


	Name:	Michael L. Hurt
	Title:	President and Chief Executive Officer

Date: April 3, 2007

EX-99.A.5.II 2 y64602a3exv99waw5wii.htm EX-99.A.5.II: PRESS RELEASE ISSUED BY PARENT EX-99.A.5.II

April 3, 2007

Altra Holdings, Inc. Announces Successful Completion of its
Tender Offer for TB Wood’s Corporation

Quincy, Massachusetts — Altra Holdings, Inc. (NASDAQ: AIMC) today announced that a total of approximately 3,591,854 shares of TB Wood’s Corporation’s common stock were validly tendered (including shares subject to guaranteed delivery procedures) and not withdrawn prior to the expiration of Altra’s cash tender offer to purchase all of the outstanding common stock of TB Wood’s. Altra’s tender offer expired, as scheduled, at midnight, Eastern time, on Monday, April 2, 2007 and was not extended. The shares represent approximately 95% of TB Wood’s outstanding common stock. Altra has accepted all of these shares for payment.

As the final step of the acquisition process, Altra intends to consummate a merger in which all remaining outstanding and untendered shares of TB Wood’s common stock, other than those held by shareholders who properly perfect dissenters’ rights under Delaware law, will be converted into the right to receive the same $24.80 cash price per share paid in the tender offer, net to the holder without interest and less any required withholding taxes. Consummation of the merger is expected to occur within the next few days.

About Altra Industrial Motion

Altra Industrial Motion, a subsidiary of Altra Holdings, Inc., is a leading multinational designer, producer and marketer of a wide range of electromechanical power transmission products. The company brings together strong brands covering over 35 product lines with production facilities in six countries and sales coverage in over 70 countries. Our leading brands include Boston Gear, Warner Electric, Formsprag Clutch, Ameridrives Couplings, Industrial Clutch, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Wichita Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco Dynatork and Warner Linear.

Additional Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of TB Wood’s Corporation’s common stock was made pursuant to the offer to purchase and related materials that Altra Holdings, Inc. and Forest Acquisition Corporation filed with the Securities and Exchange Commission on March 5, 2007 and as subsequently amended. Copies of the offer to purchase and related materials

with respect to the offer may be obtained free at the SEC’s website at www.sec.gov, from the information agent named in the tender offer materials or from Altra Holdings, Inc.

Forward Looking Statements: This news release may contain forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the actions or results of Altra Holdings or TB Wood’s could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected timing of the completion of the transaction and the ability to complete the transaction considering the various closing conditions. Altra Holdings assumes no obligation and does not intend to update these or any other forward-looking statements.

Contacts:

David Wall
Chief Financial Officer
Altra Holdings Inc.
14 Hayward Street
Quincy, MA 02171


Phn:		617-689-6380
Fax:		617-689-6202
E-Mail:		david.wall@altramotion.com

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