SC TO-T/A 1 c06617a3sctovtza.htm AMENDMENT TO TENDER OFFER sctovtza
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO/A
(Amendment No. 3)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
WOODHEAD INDUSTRIES, INC.
(Name of Subject Company (Issuer))
MLX ACQUISITION CORP.
a wholly-owned subsidiary of
MOLEX INCORPORATED
(Names of Filing Persons (Offerors))
 
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
 
979438108
(CUSIP Number of Class of Securities)
 
Ana Rodriguez
Associate General Counsel
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532
(630) 969-4550
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
 
Copy To:
Michael M. Froy, Esq.
Sonnenschein Nath & Rosenthal LLP
7800 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
CALCULATION OF FILING FEE
     
Transaction Valuation*   Amount of Filing Fee**
     
$247,461,571   $26,479
     
     
*
  Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2006, issued on November 23, 2005. Based on the offer to purchase all of the outstanding shares of common stock, par value $1.00 per share, of Woodhead Industries, Inc. (“Shares”) at a purchase price of $19.25 cash per Share and 12,498,973 Shares issued and outstanding as of June 29, 2006, and outstanding options as of June 29, 2006 with respect to 1,401,347 Shares at $19.25 per Share less the exercise price of such options.
 
    
**
  Calculated as 0.0107% of the transaction value.
 
    
o
  Check 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: $26,479                    Filing Party: Molex Incorporated and MLX Acquisition Corp.

Form or Registration No.: Schedule TO          Date Filed: July 10, 2006
 
    
o
  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.
          o     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: o
 
 

 

 

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO, as amended (the “Schedule TO”), originally filed with the Securities and Exchange Commission on July 10, 2006 and as amended and supplemented by Amendment No. 1 filed on July 21, 2006 and Amendment No. 2 filed on July 31, 2006, by Molex Incorporated, a Delaware corporation (“Molex” or “Parent”), and MLX Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Molex (“Purchaser”). The Schedule TO relates to the Purchaser’s tender offer for all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of Woodhead Industries, Inc., a Delaware corporation (the “Company”), for $19.25 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 10, 2006, as amended (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), which were filed as exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.
Item 11. Additional Information
     Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented to include the following information:
     Antitrust clearance under the German Act Against Restraints of Competition applicable to the Offer and the Merger was granted on August 3, 2006.
     On August 2, 2006, Parent issued a press release, including the excerpt attached hereto as Exhibit (a)(5)(C) regarding the Offer and the Merger, which press release excerpt is incorporated herein by reference.
     On August 3, 2006, Parent issued the press release attached hereto as Exhibit (a)(5)(D) announcing that antitrust clearance under the German Act Against Restraints of Competition applicable to the Offer and the Merger was granted, which press release is incorporated herein by reference.
Item 12. Materials to be filed as Exhibits.
     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
     (a)(5)(C)     Excerpt from Press Release issued by Parent dated August 2, 2006 regarding the Offer and the Merger
     (a)(5)(D)     Press Release issued by Parent dated August 3, 2006

 

 

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.
         
Date: August 3, 2006  MLX ACQUISITION CORP.
 		  
  By:   /s/ DAVID D. JOHNSON    
    Name:   David D. Johnson   
    Title:   Treasurer   
 
         
  MOLEX INCORPORATED
 		  
  By:   /s/ DAVID D. JOHNSON    
    Name:   David D. Johnson   
    Title:   Vice President, Treasurer and Chief Financial Officer   

 

 

         
INDEX TO EXHIBITS
     
Exhibit    
Number   Exhibit
 
    
(a)(1)(A)
  Offer to Purchase, dated July 10, 2006.*
 
    
(a)(1)(B)
  Letter of Transmittal with respect to the Shares.*
 
    
(a)(1)(C)
  Notice of Guaranteed Delivery with respect to the Shares.*
 
    
(a)(1)(D)
  Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
 
    
(a)(1)(E)
  Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Nominees.*
 
    
(a)(1)(F)
  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
 
    
(a)(1)(G)
  Form of Summary Advertisement, dated July 10, 2006.*
 
    
(a)(5)(A)
  Press Release jointly issued by Parent and the Company, dated June 30, 2006.*
 
    
(a)(5)(B)
  Press Release issued by Parent, dated July 31, 2006.*
 
    
(a)(5)(C)
  Excerpt from Press Release issued by Parent, dated August 2, 2006 regarding the Offer and the Merger.
 
    
(a)(5)(D)
  Press Release issued by Parent, dated August 3, 2006.
 
    
(b)
  None.
 
    
(d)(1)
  Agreement and Plan of Merger, dated as of June 30, 2006, by and among Parent, the Purchaser and the Company.*
 
    
(d)(2)
  Confidentiality Agreement, dated as of February 24, 2006, by and between Parent and the Company.*
 
    
(g)
  None.
 
    
(h)
  None.
 
*   Previously filed.