-----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, QCyTVIRrIiLbbLDgYstFE2ZT1un5hFsvLjVjE+4Upn2L1/qsLWQ+c/mqOffDU/zV A/jqOJ7ThdTrwyf/S8Z+KA== 0000893220-00-000325.txt : 20000324 0000893220-00-000325.hdr.sgml : 20000324 ACCESSION NUMBER: 0000893220-00-000325 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K TRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000000020 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 221759452 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-33401 FILM NUMBER: 576812 BUSINESS ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 BUSINESS PHONE: 8562563318 MAIL ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: P O BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K TRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000000020 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 221759452 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 BUSINESS PHONE: 8562563318 MAIL ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: P O BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 SC TO-I/A 1 K-TRON INTERNATIONAL, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement (under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) (Amendment No. 2)* K-Tron International, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (issuer)) K-Tron International, Inc. (issuer) - -------------------------------------------------------------------------------- (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 482730 10 8 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Edward B. Cloues, II Chairman of the Board and Chief Executive Officer K-Tron International, Inc. Routes 55 and 553 P.O. Box 888 Pitman, New Jersey 08071-0888 (856) 589-0500 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copies to: Alan Singer, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 2 CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee $9,144,000 $1,828.80
[ X ] 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:$1,620.00 Form or Registration No.: Schedule TO: File No. 005-33401 Filing Party: K-Tron International, Inc. Date Filed: February 16, 2000 [ ] 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: [ ] Third party tender offer subject to Rule 14d-1. [ X ] Issuer tender offer subject to Rule 13e-4. [ ] Going-private transaction subject to Rule 13e-3. [ ] 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: [ X ] 3 This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to an offer by K-Tron International, Inc., a New Jersey corporation (the "Issuer"), to purchase up to 450,000 shares of its common stock (the "Shares") at a price of $18 per Share, net to the seller in cash. The Issuer's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 16, 2000, the related Letter of Transmittal and certain other relevant documents (together, the "Offer"). Item 4. Terms of the Transaction. Item 4 is hereby supplemented and amended by adding the following: The Offer expired at 5:00 P.M., New York City time, on March 17, 2000. The Issuer accepted a total of 508,000 shares at a purchase price of $18.00 per share. The Issuer increased the Offer, as permitted by Rule 13e-4(f)(ii) of the Securities Exchange Act, to accept 58,000 additional Shares for purchase from shareholders who tendered in the Offer. The final proration factor for the Offer was 34.19251%. As of February 11, 2000, the Issuer had 2,927,155 Shares outstanding. Following the purchase of Shares in the Offer, the Issuer has 2,420,155 Shares outstanding. Item 11. Additional Information. Item 11 of Schedule TO is hereby supplemented by adding the following: On March 20, 2000, the Issuer issued a news release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(5)(ii) hereto and is incorporated herein by reference. On March 23, 2000, the Issuer issued a news release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference. Item 12. Exhibits. Item 12 is hereby amended and restated in its entirety as follows: (a)(1)(i) Form of Offer to Purchase dated February 16, 2000. (a)(1)(ii) Form of Letter of Transmittal to Accompany Shares of Common Stock. (a)(1)(iii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(iv) Form of Notice of Guaranteed Delivery. (a)(1)(v) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vi) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 4 (a)(1)(vii) Form of Letter to Shareholders of the Issuer dated February 16, 2000 from Edward B. Cloues, II, Chairman of the Board and Chief Executive Officer. (a)(5)(i) News Release dated February 14, 2000. (a)(5)(ii) News Release dated March 20, 2000.* (a)(5)(iii) News Release dated March 23, 2000.* (b)(1) Note dated February 4, 2000 from K-Tron America, Inc. in favor of The Bank of Gloucester County. (d) Not applicable. (g) Not applicable. (h) Not applicable. - ------------- * Filed herewith 5 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. K-TRON INTERNATIONAL, INC. By: /s/ EDWARD B. CLOUES, II Name: Edward B. Cloues, II Title: Chairman of the Board and Chief Executive Officer Dated: March 23, 2000 6 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- (a)(1)(i) Form of Offer to Purchase dated February 16, 2000. (a)(1)(ii) Form of Letter of Transmittal to Accompany Shares of Common Stock. (a)(1)(iii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(iv) Form of Notice of Guaranteed Delivery. (a)(1)(v) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vi) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vii) Form of Letter to Shareholders of the Issuer dated February 16, 2000 from Edward B. Cloues, II, Chairman of the Board and Chief Executive Officer. (a)(5)(i) News Release dated February 14, 2000. (a)(5)(ii) News Release dated March 20, 2000.* (a)(5)(iii) News Release dated March 23, 2000.* (b)(1) Note dated February 4, 2000 from K-Tron America, Inc. in favor of The Bank of Gloucester County. (d) Not applicable. (g) Not applicable. (h) Not applicable.
- ------------------ * Filed herewith EX-99.A.5.II 2 NEWS RELEASE DATED MARCH 20, 2000 1 For Release: Immediately Contact: Ronald Remick, Senior Vice President and Chief Financial Officer Tel: (856) 256-3311 E-mail: remick@ktron.com K-TRON ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER PITMAN, NEW JERSEY -- MARCH 20, 2000 -- K-Tron International, Inc. (NASDAQ - KTII) today announced the preliminary results of its tender offer to purchase shares of its common stock which expired at 5:00 P.M., New York City time, on Friday, March 17, 2000. Based on a preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, 1,535,587 shares of K-Tron's common stock were validly tendered and not withdrawn prior to the expiration of the offer, 508,000 of which K-Tron expects to purchase at the offer price of $18 per share. K-Tron has been informed by the depositary that the preliminary proration factor for the offer was approximately 33.1 percent, but the final results of the proration may not be available for several days. The determination of the actual proration factor is subject to final confirmation of the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. K-Tron commenced the tender offer for up to 450,000 shares of its common stock on February 16, 2000. Under applicable regulations of the Securities and Exchange Commission, K-Tron may also purchase pursuant to the tender offer an additional amount of its common shares not to exceed 2 percent of outstanding shares without amending or extending the offer, and it has elected to purchase 58,000 additional shares. Payment for shares accepted in the tender offer and the return of shares not accepted for purchase will be made by American Stock Transfer & Trust Company promptly following its determination of the final results of the proration. Upon completion of its purchase of shares through the tender offer, K-Tron will have 2,420,155 shares of common stock outstanding, or approximately 17.3 percent fewer shares than were outstanding at the commencement of the offer. The information agent for the offer was D. F. King & Co., Inc. K-Tron International, Inc. and its subsidiaries design, produce, market and service gravimetric and volumetric feeders, pneumatic conveying systems and related equipment for processing bulk solids in a wide variety of manufacturing processes. K-Tron has manufacturing facilities in the United States, Switzerland and Canada, and its K-Tron Soder, Hasler and Hurricane brand equipment is sold throughout the world. EX-99.A.5.III 3 NEWS RELEASE DATED MARCH 23, 2000 1 For Release: Immediately Contact: Ronald Remick, Senior Vice President and Chief Financial Officer Tel: (856) 256-3311 E-mail: remick@ktron.com K-TRON ANNOUNCES FINAL RESULTS OF TENDER OFFER PITMAN, NEW JERSEY -- MARCH 23, 2000 -- K-Tron International, Inc. (NASDAQ - KTII) today announced the final results of its tender offer to purchase shares of its common stock which expired at 5:00 P.M., New York City time, on Friday, March 17, 2000. Based on a final count by American Stock Transfer & Trust Company, the depositary for the tender offer, 1,485,720 shares of K-Tron's common stock were validly tendered and not withdrawn prior to the expiration of the offer, 508,000 of which K-Tron has purchased at the offer price of $18 per share. The proration factor for the offer was 34.19251 percent, and the total purchase price was $9,144,000. The purchase of the shares was funded by cash in the amount of $1,194,000 and bank borrowings in the amount of $7,950,000. K-Tron has deposited the purchase price with American Stock Transfer & Trust Company, and that firm is in the process of making payment for shares purchased through the tender offer and returning to shareholders those shares not purchased. K-Tron now has 2,420,155 shares of common stock outstanding, or approximately 17.3 percent fewer shares than were outstanding at the commencement of the offer on February 16, 2000. The information agent for the offer was D. F. King & Co., Inc. K-Tron International, Inc. and its subsidiaries design, produce, market and service gravimetric and volumetric feeders, pneumatic conveying systems and related equipment for processing bulk solids in a wide variety of manufacturing processes. K-Tron has manufacturing facilities in the United States, Switzerland and Canada, and its K-Tron Soder, Hasler and Hurricane brand equipment is sold throughout the world. -----END PRIVACY-ENHANCED MESSAGE-----