-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HyGrxm353/xRXTSM4aQ18hCXrF1L4l545GyV8JsQYdt7Q/ZW3rVEicyrLszPg/KV Sp7eAVMszRRP/DfilmLr4g== 0001015402-02-003313.txt : 20021009 0001015402-02-003313.hdr.sgml : 20021009 20021009134212 ACCESSION NUMBER: 0001015402-02-003313 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133645590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45242 FILM NUMBER: 02784890 BUSINESS ADDRESS: STREET 1: 12140 COMMUNITY ROAD CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: 8585131801 MAIL ADDRESS: STREET 1: 15822 BERNARDO CENTER DRIVE STREET 2: 15822 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUISITOR PLC CENTRAL INDEX KEY: 0001110758 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AVERY HOUSE 52 BROOK'S MEWS STREET 2: LONDON W1Y 1LE CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 BUSINESS PHONE: 2125995077 MAIL ADDRESS: STREET 1: AVERY HOUSE 52 BROOK'S MEWS STREET 2: LONDON W1Y 1LE CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 SC 13D/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALDILA, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of class of securities) 014384101 - -------------------------------------------------------------------------------- (CUSIP number) MATTHEW J. DAY, ESQ. 118 E. 25TH STREET, EIGHTH FLOOR NEW YORK, NEW YORK 10010 (212) 673-0484 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) October 7, 2002 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note. The Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ------------------ CUSIP No. 014384101 13D Page 2 of 10 Pages - --------------------- ------------------ ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ACQUISITOR PLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ - --------------------- ------------------ CUSIP No. 014384101 13D Page 3 of 10 Pages - --------------------- ------------------ The following constitutes Amendment No. 1 to the Schedule 13D filed by Acquisitor plc (the "Reporting Person"). The Schedule 13D, as amended, is collectively referred to as "Schedule 13D". Except as specifically amended by this Amendment No. 1, the Schedule 13D remains in full force and effect. Item 5. Interest in Securities of the Issuer. ----------------------------------------- Item 5(a) is amended in its entirety to read as follows: Item 5(a) As of the close of business on October 7, 2002 the Reporting Person beneficially owns 0 shares of Common Stock, constituting 0% of the shares of Common Stock outstanding. Item 5(c) is amended to include the following: Item 5(c) In the last 60 days, the Reporting Person effected no transactions in the Common Stock other than as follows: On October 7, 2002, the Reporting Person privately sold 267,633 shares of the Issuer to Acquisitor Holdings (Bermuda) Ltd. ("Acquisitor") at $5.1058 per share in shares of Acquisitor for each share of the Issuer. Item 5(e) is added to read as follows: Item 5(e) On October 7, 2002, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock. Item 6 is added to read as follows: On September 26, 2002, Acquisitor made an offer to purchase, inter alia, all of the shares of Common Stock owned by the Reporting Person, on September 30, 2002, the Reporting Person accepted such offer and on October 7, 2002, the parties entered into an Amendment to Subscription Agreement. Copies of the Offer Letter, the Subscription Agreement and the Amendment to Subscription Agreement are attached hereto as Exhibits (a), (b) and (c), respectively, and incorporated by reference herein. Item 7 is added to read as follows: Item 7. Material to be Filed as Exhibits. ------------------------------------- The following documents are filed herewith: (a) Offer Letter dated September 26, 2002 by and between the Reporting Person and Acquisitor. (b) Subscription Agreement dated September 30, 2002 by and between the Reporting Person and Acquisitor. (c) Amendment to Subscription Agreement dated October 7, 2002 by and between the Reporting Person and Acquisitor. - --------------------- ------------------ CUSIP No. 014384101 13D Page 4 of 10 Pages - --------------------- ------------------ SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 7, 2002 ACQUISITOR PLC By: /s/ Duncan Soukup ----------------------- Name: Duncan Soukup Title: Managing Director - --------------------- ------------------ CUSIP No. 014384101 13D Page 5 of 10 Pages - --------------------- ------------------ Exhibit Index The following documents are filed herewith: Exhibit Page (a) Offer Letter dated September 26, 2002 by and 6 between the Reporting Person and Acquisitor. (b) Subscription Agreement dated September 30, 8 2002 by and between the Reporting Person and Acquisitor. (c) Amendment to Subscription Agreement dated 10 October 7, 2002 by and between the Reporting Person and Acquisitor. - --------------------- ------------------ CUSIP No. 014384101 13D Page 6 of 10 Pages - --------------------- ------------------ ACQUISITOR HOLDINGS (BERMUDA) LTD. CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11 BERMUDA TELEPHONE: (441) 295 1422 FACSIMILE: (441) 292 4720 September 26, 2002 Acquisitor plc 190 Strand London WC2R 1JN ENGLAND Dear Sir/Madam Offer of 27,671,450 Ordinary Shares of Acquisitor Holdings (Bermuda) Ltd. We hereby offer to issue to you, as a shareholder of Acquisitor Holdings (Bermuda) Ltd., 27,671,450 ordinary shares of Acquisitor Holdings (Bermuda) Ltd. of a par value of 0.01 Pounds each in respect of and in proportion to your existing shares in Acquisitor Holdings (Bermuda) Ltd. We will accept as consideration for this issue the transfer of assets and investments owned by Acquisitor plc as listed in the enclosed document, which are valued at approximately 10,900,000 Pounds (subject to adjustment on or about the date such shares are subscribed). Yours faithfully ACQUISITOR HOLDINGS (BERMUDA) LTD. /s/ Timothy Lovell Enc. - --------------------- ------------------ CUSIP No. 014384101 13D Page 7 of 10 Pages - --------------------- ------------------ ACQUISITOR PLC INVESTMENTS Amount of Shares Company Name 551,700 Air Methods Corporation 267,633 Aldila, Inc. 116,300 Michael Baker Corporation 1,150,434 Colorado MEDtech, Inc. ACQUISITOR PLC ASSETS Cash - 2.9 million Pounds, Sterling and Sterling equivalent - --------------------- ------------------ CUSIP No. 014384101 13D Page 8 of 10 Pages - --------------------- ------------------ SUBSCRIPTION AGREEMENT TO: The Directors of Acquisitor Holdings (Bermuda) Ltd. (the "Company") Further to your offer letter dated September 26, 2002, we hereby accept your offer and request you to allot to us 27,671,450 ordinary shares of the Company of a par value of 0.01 Pounds, the consideration to be settled by the transfer of assets and investments owned by Acquisitor plc which are valued at 10,900,000 Pounds (subject to adjustment on or about the date the shares are allotted), such shares being fully paid upon issue. The list of said assets and investments are set out in the enclosed list. We agree to take the said shares subject to the Memorandum of Association and the Bye-Laws of the Company and authorise you to enter the following name and address in the Share Register of the Company: Acquisitor plc 190 Strand London WC2R 1JN ENGLAND /s/ Timothy Lovell Authorised Signatory for Acquisitor plc Dated: 30 September, 2002 - --------------------- ------------------ CUSIP No. 014384101 13D Page 9 of 10 Pages - --------------------- ------------------ ACQUISITOR PLC INVESTMENTS Amount of Shares Company Name 551,700 Air Methods Corporation 267,633 Aldila Inc. 116,300 Michael Baker Corporation 1,150,434 Colorado Medtech Inc. ACQUISITOR PLC ASSETS Cash - 2.9 million Pounds, Sterling and Sterling equivalent - --------------------- ------------------- CUSIP No. 014384101 13D Page 10 of 10 Pages - --------------------- ------------------- AMENDMENT TO SUBSCRIPTION AGREEMENT To: The Directors of Acquisitor Holdings (Bermuda) Ltd. (the "Company") Clarendon House 2 Church Street Hamilton HM 11 Bermuda October 7, 2002 Dear Sirs We refer to the Subscription Agreement dated 30 September 2002 entered into between the Company and Acquisitor plc ("Subscription Agreement"). It is hereby agreed that the Subscription Agreement shall be amended so that the consideration for the allotment to Acquisitor plc of 27,671,450 ordinary shares of 0.01 Pounds each in the Company shall be settled by the transfer of the assets and investments set out below (and not the assets and investments listed in the list attached to the Subscription Agreement):- ACQUISITOR PLC INVESTMENTS Amount of Shares Company Name 719,700 Air Methods Corporation 267,633 Aldila, Inc. 116,300 Michael Baker Corporation 1,150,434 Colorado MEDtech, Inc. ACQUISITOR PLC ASSETS Net cash - approximately U.S.$3,525,331 in Pounds Sterling, U.S. Dollars and their equivalents Yours faithfully /s/ Duncan Soukup Authorised signatory for Acquisitor plc We hereby agree to the amendments proposed to be made to the Subscription Agreement set out in this letter. /s/ Duncan Soukup Authorised signatory for Acquisitor Holdings (Bermuda) Ltd. -----END PRIVACY-ENHANCED MESSAGE-----