SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

FERRO CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

6.50% Convertible Senior Notes Due 2013
(Title of Class of Securities)

315405AL4
(CUSIP Number of Class of Securities)

Thomas R. Miklich
Vice President and Chief Financial Officer
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
(216) 641-8580
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Mark H. Duesenberg	Christopher M. Kelly
Vice President, General Counsel and Secretary	Michael J. Solecki
Ferro Corporation	Jones Day
1000 Lakeside Avenue	901 Lakeside Avenue
Cleveland, Ohio 44114	Cleveland, Ohio 44114
Phone: (216) 641-8580	Phone: (216) 586-3939
	Fax: (216) 579-0212

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$177,675,000(1)	$12,668.23(2)

(1)	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction valuation was calculated based on the purchase of $172,500,000 aggregate principal amount of the issuer’s 6.50% Convertible Senior Notes due 2013 at the tender offer price of $1,030 per $1,000 principal amount of such Convertible Notes.
(2)	The amount of the filing fee was calculated at a rate of $71.30 per $1,000,000 of transaction 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: $12,422.25	Filing Party: Ferro Corporation
Form or Registration No.: Schedule TO	Date Filed: July 27, 2010

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:

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

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Source and Amount of Funds or Other Consideration
	Item 8. Interest in Securities of the Subject Company
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used
	Item 10. Financial Statements
	Item 11. Additional Information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
EXHIBIT INDEX
Exhibit (a)(1)(iii)
Exhibit (a)(5)(ii)

AMENDMENT NO. 1 to SCHEDULE TO

     This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the “Schedule TO”) filed with the Securities and Exchange Commission on July 27, 2010 by Ferro Corporation, an Ohio corporation (the “Company”). The Schedule TO relates to the offer by the Company to purchase any and all of its issued and outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”). The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2010, as amended and restated by Supplement No. 1, dated August 5, 2010 (as it may be amended and restated from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended and restated from time to time, the “Letter of Transmittal,” and collectively with the Offer to Purchase, the “Offer Documents”). Copies of the Offer Documents are attached to this Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii).

     The purpose of this Amendment is to amend and restate the Schedule TO to reflect the amendment and restatement of the Offer to Purchase, dated as of July 27, 2010, by Supplement No. 1, dated August 5, 2010 (the “Supplement”). The Supplement, among other things, amended the Offer to Purchase to (i) increase the amount of consideration being offered for the Convertible Notes pursuant to the Tender Offer, (ii) modify the conditions to which the Tender Offer is subject and (iii) modify the sources and amount of funds for the Tender Offer. The Amendment also provides summarized financial information.

Item 1. Summary Term Sheet.

     The information set forth under “Important Information” and “Summary” in the Supplement is incorporated herein by reference.

Item 2. Subject Company Information.

     (a) Name and Address. This is an issuer tender offer made by the filing person and subject company, Ferro Corporation, an Ohio corporation, with its principal executive offices located at 1000 Lakeside Avenue, Cleveland, Ohio 44114; telephone number (216) 641-8580.

     (b) Securities. The subject class of securities is the Company’s 6.50% Convertible Senior Notes due 2013, of which $172,500,000 aggregate principal amount was outstanding as of June 30, 2010.

     (c) Trading Market and Price. The information set forth under “Market Price Information” in the Supplement is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     The filing person is the Company. The business address and business telephone number of the Company and of each of the persons listed below is Ferro Corporation, an Ohio corporation, with its principal executive offices located at 1000 Lakeside Avenue, Cleveland, Ohio 44114; telephone number (216) 641-8580. None of the following individuals own any of the Convertible Notes, nor has any such individual participated in any transaction involving the Convertible Notes in the last 60 days.

Name	Position
James F. Kirsch	Chairman, President and Chief Executive Officer
Thomas R. Miklich	Vice President and Chief Financial Officer
Mark H. Duesenberg	Vice President, General Counsel & Secretary
Ann E. Killian	Vice President, Human Resources
Michael J. Murry	Vice President, Electronics, Color and Glass Materials
Peter T. Thomas	Vice President, Polymer and Ceramic Engineered Materials
Richard C. Brown	Director
Sandra Austin Crayton	Director
Richard J. Hipple	Director
Jennie S. Hwang, Ph.D.	Director
Gregory E. Hyland	Director
William B. Lawrence	Director
William J. Sharp	Director
Ronald P. Vargo	Director

Item 4. Terms of the Transaction.

     (a) Material Terms. The information set forth in the Supplement under “Important Information,” “Ferro Corporation,” “Available Information and Incorporation of Documents by Reference,” “Forward-Looking Statements,”

“Description of the Convertible Notes,” “Purpose of the Tender Offer,” “Certain Significant Consequences,” “The Tender Offer,” “Certain U.S. Federal Income Tax Considerations” and “Market Price Information” is incorporated herein by reference.

     (b) Purchases. No member of the Company’s board of directors, Company officer or Company affiliate is eligible to participate in the tender offer.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     The information set forth in Item 12(d) below is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a) Purposes. The information set forth in the Supplement under “Purpose of the Tender Offer” is incorporated herein by reference.

     (b) Use of Securities Acquired. The information set forth in the Supplement under “Purpose of the Tender Offer” is incorporated herein by reference.

     (c) Plans. The information set forth in the Supplement under “The Tender Offer” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     The information set forth in the Supplement under “The Tender Offer” is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

     The information set forth in Item 3 above is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     The information set forth in the Supplement under “Persons Employed in Connection with the Tender Offer” is incorporated herein by reference.

Item 10. Financial Statements.

     (a) Financial Information. (1) – (2) The information set forth in (i) Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and (ii) Part I, Item 1, Financial Statements, of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 is incorporated by reference herein.

     (a)(3) Ratio of earnings to fixed charges. The Company’s ratio of earnings to fixed charges for the six-months ended June 30, 2010 was 2.05. Fixed charges are equal to interest expense (including amortization of deferred financing costs and costs associated with the Company’s asset securitization program), plus the portion of rent expense estimated to represent interest. Total earnings were insufficient to cover the fixed charges for the years ended December 31, 2009 and 2008 by $44.7 million and $58.2 million, respectively. The insufficient earnings were primarily due to losses from continuing operations of $40.0 million and $52.9 million in the years ended December 31, 2009 and 2008, respectively, and the non-cash impairment charges of $8.2 million and $80.2 million in the years ended December 31, 2009 and 2008, respectively. Accordingly, such ratios are not presented.

     (a)(4) Book value per share. As of June 30, 2010, the Company’s book value per share was $6.17.

     (b)     Pro Forma Information. Not applicable.

     (c)     Summary Information.

 

	Six Months Ended						Year Ended
	June 30,						December 31,
	2010			2009			2009			2008
	(In thousands, except per share amounts)
Statement of Operations Data:
Net sales	$	1,036,350		$	757,086		$	1,657,569		$	2,245,152
Cost of sales		807,086			636,611			1,343,297			1,841,485
Gross profit		229,264			120,475			314,272			403,667
Selling, general and administrative expenses		140,800			130,608			272,259			297,119
Impairment charges(1)		2,202			—			8,225			80,205
Restructuring charges(2)		32,335			1,089			11,112			25,937
Other expense (income):
Interest expense		26,677			28,364			63,918			51,290
Interest earned		(464	)		(473	)		(896	)		(714	)
Loss on extinguishment of debt		—			—			—			5,531
Foreign currency losses, net		3,246			2,929			3,827			742
Loss on sale of business		—			—			—			—
Miscellaneous (income) expense, net(3)		(4,822	)		854			(618	)		(357	)
Income (loss) before income taxes		29,290			(42,896	)		(43,555	)		(56,086	)
Income tax expense (benefit)		22,508			(12,095	)		(3,515	)		(3,204	)
Income (loss) from continuing operations		6,782			(30,801	)		(40,040	)		(52,882	)
Income from discontinued operations, net of income taxes		—			—			—			5,014
(Loss) gain on disposal of discontinued operations, net of income taxes		—			(358	)		(325	)		9,034
Net income (loss)		6,782			(31,159	)		(40,365	)		(38,834	)
Less: Net (loss) income attributable to noncontrolling interests		(250	)		984			2,551			1,596
Net income (loss) attributable to Ferro Corporation		7,032			(32,143	)		(42,916	)		(40,430	)
Dividends on preferred stock		(330	)		(370	)		(705	)		(877	)
Net income (loss) attributable to Ferro Corporation common shareholders	$	6,702		$	(32,513	)	$	(43,621	)	$	(41,307	)
Basic and diluted income (loss) attributable to Ferro Corporation common shareholders:
From continuing operations	$	0.08		$	(0.72	)	$	(0.85	)	$	(1.28	)
From discontinued operations		—			(0.01	)		(0.01	)		0.33
	$	0.08		$	(0.73	)	$	(0.86	)	$	(0.95	)
Statement of Cash Flows Data:
Net cash provided by (used for) operating activities	$	91,772		$	(40,486	)	$	2,151		$	(9,096	)
Net cash used for investing activities		(10,094	)		(22,897	)		(42,654	)		(17,050	)
Net cash (used for) provided by financing activities		(69,843	)		69,449			46,625			23,854

	Six Months Ended				Year Ended
	June 30,				December 31,
	2010		2009		2009		2008
	(In thousands)
Other Financial Data:
Capital expenditures		16,298		22,969		43,260		73,068
Depreciation and amortization		41,251		41,353		88,138		74,595

	As of June 30,				As of December 31,
	2010		2009		2009		2008
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	29,732	$	17,492	$	18,507	$	10,191
Working capital		312,496		327,135		330,923		291,825
Property, plant and equipment, net		384,940		444,084		432,405		456,549
Total assets		1,481,427		1,531,517		1,526,355		1,544,117
Total debt, including current portion		352,773		650,747		423,457		570,496
Total Ferro Corporation shareholders’ equity		531,840		314,804		550,226		335,969

(1)

The Company recorded impairment charges of $2.2 million during the six months ended June 30, 2010, as a result of the discontinuance of manufacturing activities at its Limoges, France, plant, which indicated a possible impairment of the plant’s real estate assets. The Company recorded an $8.2 million impairment of goodwill related to its Pharmaceuticals business during 2009. The impairment was triggered by changes made to the assumptions used to determine valuation under the market approach. The Company recorded impairment charges of $80.2 million related to goodwill and other long-lived assets in its Performance Coatings, Specialty Plastics and Electronic Materials businesses during 2008. Goodwill was impaired related to tile coatings products in the Performance Coatings segment, and goodwill and property, plant and equipment were impaired related to products in the Company’s Specialty Plastics segment. The impairments were due to lower forecasted cash flows in the businesses resulting from significant reductions in demand from customers due to the worldwide economic downturn. In addition, the Company recorded an impairment of property, plant and equipment in its Electronic Materials facility in the Netherlands. This asset impairment was the result of a decline in the operating results and reduced future sales projections for the Company’s dielectric material products that are produced at the Netherlands facility.

(2)

Restructuring charges of $32.3 million and $1.1 million were recorded in the six months ended June 30, 2010 and 2009, respectively, primarily related to the rationalization activities in the Company’s European manufacturing operations. During 2009 and 2008, the Company continued several restructuring programs across a number of its business segments with the objectives of leveraging its global scale, realigning and lowering its cost structure and optimizing capacity utilization. The programs are primarily associated with North America and Europe. In March 2008, the Company initiated additional restructuring plans for its Performance Coatings and Color and Glass Performance Materials segments. In February 2008, the Company announced the closing of a Plastics facility in Aldridge, United Kingdom. Restructuring charges of $11.1 million were recorded in 2009, primarily related to manufacturing rationalization activities in the Company’s European manufacturing operations and other cost-reduction actions. Restructuring charges of $25.9 million were recorded in 2008, primarily associated with the rationalization of the Company’s manufacturing operations in the Performance Coatings and Color and Glass Performance Materials segments, and other restructuring activities to reduce costs and expenses throughout all of its businesses.

(3) For the six months ended June 30, 2010, miscellaneous income and expense includes a gain of $7.8 million as a result of a business combination in which the Company and Heraeus of Hanau, Germany acquired from each other certain business lines related to decoration materials for ceramic and glass products, and a charge of $3.5 million for an increased reserve for environmental remediation costs related to a non-operating facility in Brazil.

Item 11. Additional Information.

     (a)     Agreements, Regulatory Requirements and Legal Proceedings.

     (a)(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 is incorporated herein by reference.

     (a)(2) The Company is required to comply with federal and state securities laws and tender offer rules.

     (a)(3) None.

     (a)(4) None.

     (a)(5) None.

     (b) The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(i)*	Offer to Purchase, dated July 27, 2010.
(a)(1)(ii)*	Form of Letter of Transmittal (including Form W-9).
(a)(1)(iii)	Supplement No. 1, dated August 5, 2010.
(a)(5)(i)*	Press Release, dated July 27, 2010.
(a)(5)(ii)	Press Release, dated August 5, 2010.
(d)(1)	Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.)
(d)(2)	First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporation’s Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(3)	Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(4)	Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(5)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(6)	Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(7)	Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporation’s Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(8)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(9)	Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.)
(d)(10)	Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(11)	Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive

	Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(12)	Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(13)	Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)

*   Previously filed

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

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.

FERRO CORPORATION
By:	/s/ Thomas R. Miklich
	Name:	Thomas R. Miklich
	Title:	Vice President and Chief Financial Officer

Dated: August 5, 2010

EXHIBIT INDEX

(a)(1)(i)*	Offer to Purchase, dated July 27, 2010.
(a)(1)(ii)*	Form of Letter of Transmittal (including Form W-9).
(a)(1)(iii)	Supplement No. 1, dated August 5, 2010.
(a)(5)(i)*	Press Release, dated July 27, 2010.
(a)(5)(ii)	Press Release, dated August 5, 2010.
(d)(1)	Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.)
(d)(2)	First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporation’s Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(3)	Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(4)	Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(5)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(6)	Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(7)	Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporation’s Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(8)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(9)	Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.)
(d)(10)	Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(11)	Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive

	Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(12)	Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(13)	Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)

*   Previously filed

  EX-99.A.1.III 2 l40325aexv99waw1wiii.htm EXHIBIT (A)(1)(III)

Exhibit (a) (1) (iii)

FERRO CORPORATION
SUPPLEMENT NO. 1 TO THE OFFER TO PURCHASE

Offer to Purchase for Cash any and all of its Outstanding
6.50% Convertible Senior Notes due 2013
(CUSIP No. 315405AL4)

The Tender Offer (as defined below) will expire at midnight, New York City time, on August 23, 2010, unless extended or earlier terminated by Ferro Corporation in its sole discretion (such time and date, as the same may be extended or earlier terminated, the “Expiration Date”). Tendered Notes may be withdrawn at any time prior to the Expiration Date.

     This Supplement No. 1, dated August 5, 2010, relates to the offer by Ferro Corporation, an Ohio corporation (“Ferro,” the “Company,” “we” or “us”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of July 27, 2010 (as the same may be amended or supplemented, including by this Supplement No. 1, the “Offer to Purchase”) and the related Letter of Transmittal (as the same may be amended or supplemented, the “Letter of Transmittal”), which together constitute the “Tender Offer,” to purchase for cash any and all of its outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”).

     This Supplement No. 1 amends and restates the Offer to Purchase, dated as of July 27, 2010, in its entirety to, among other things, (i) increase the amount of consideration being offered for the Convertible Notes pursuant to the Tender Offer, (ii) modify the conditions to which the Tender Offer is subject and (iii) modify the sources and amount of funds for the Tender Offer.

     The consideration for each $1,000 principal amount of Convertible Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is $1,030 (the “Tender Offer Consideration”).

     The Company reserves the right to terminate, withdraw or amend the Tender Offer at any time and from time to time subject to applicable law, as described herein. The obligation of the Company to purchase Convertible Notes under the Tender Offer is subject to certain conditions, including, without limitation, the New Notes Condition. See “The Tender Offer—Conditions to Offer.” The Company reserves the right to waive any of the conditions to the Tender Offer.

     Any questions or requests for assistance concerning the terms of the Tender Offer may be directed to Credit Suisse Securities (USA) LLC (the “Dealer Manager”) at the address and the telephone numbers set forth on the back cover of this Offer to Purchase. Any questions or requests for assistance concerning the Tender Offer or for additional copies of this Offer to Purchase, the Letter of Transmittal or the other offer documents may be directed to Global Bondholder Services Corporation (the “Information Agent”) at the address and telephone number set forth on the back cover of this Offer to Purchase. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer. See “Certain Significant Consequences” for a discussion of certain factors that should be considered in evaluating the Tender Offer.

     NONE OF FERRO, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY (AS DEFINED HEREIN) MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR CONVERTIBLE NOTES PURSUANT TO THE TENDER OFFER. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO TENDER ITS CONVERTIBLE NOTES, AND, IF SO, THE PRINCIPAL AMOUNT OF THE CONVERTIBLE NOTES TO BE TENDERED.

     THE OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC” OR THE “COMMISSION”), NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR ANY RELATED DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Dealer Manager for the Tender Offer:
Credit Suisse

August 5, 2010

TABLE OF CONTENTS

	Page
IMPORTANT INFORMATION	ii
FERRO CORPORATION	iv
AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE	iv
FORWARD-LOOKING STATEMENTS		v
SUMMARY		1
DESCRIPTION OF THE CONVERTIBLE NOTES		4
PURPOSE OF THE TENDER OFFER		4
CERTAIN SIGNIFICANT CONSEQUENCES		5
THE TENDER OFFER		6
Introduction		6
Tender Offer Consideration		6
Source and Amount of Funds		6
Expiration Date; Extension; Amendment and Termination		7
Acceptance for Purchase and Payment		7
Procedures for Tendering Convertible Notes		8
Withdrawal of Tenders and Absence of Appraisal Rights		10
Conditions of the Tender Offer		11
Other Purchases of Convertible Notes		13
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		14
Consequences to Tendering U.S. Holders		15
Information Reporting and Backup Withholding for U.S. Holders		15
Consequences to Non-Tendering U.S. Holders		15
Consequences to Tendering Non-U.S. Holders		15
Information Reporting and Backup Withholding for Non-U.S. Holders		16
Consequences to Non-Tendering Non-U.S. Holders		16
MARKET PRICE INFORMATION		17
PERSONS EMPLOYED IN CONNECTION WITH THE TENDER OFFER		18
Dealer Manager		18
Information Agent and Depositary		18
Other		18
LETTER OF TRANSMITTAL		18
MISCELLANEOUS		19

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IMPORTANT INFORMATION

     Holders of the Convertible Notes (“Holders”) should take note of the following dates in connection with the Tender Offer:

Date	Calendar Date	Event
Commencement Date	July 27, 2010	Commencement of the Tender Offer subject to the terms and conditions set forth in the Tender Offer to Purchase and Letter of Transmittal.
Expiration Date	Midnight, New York City time, on August 23, 2010, unless extended or earlier terminated by the Company in its sole discretion.	The last day and time for Holders to tender Convertible Notes pursuant to the Tender Offer in order to be eligible to receive the Tender Offer Consideration.
Payment Date	A date promptly following the Expiration Date on which the Company accepts Convertible Notes for payment pursuant to the Tender Offer.	Payment of the Tender Offer Consideration for all Convertible Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date.

     Upon the terms and subject to the conditions of the Tender Offer (including, if the Tender Offer is extended or amended, the terms and conditions of any such extension or amendment), the Company is offering to purchase for cash any and all of the Convertible Notes at a price equal to the Tender Offer Consideration for each $1,000 principal amount of Convertible Notes validly tendered and not withdrawn pursuant to the Tender Offer.

     The Tender Offer Consideration for each $1,000 principal amount of Convertible Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is $1,030.

     If the Convertible Notes are accepted for payment pursuant to the Tender Offer, Holders who validly tender their Convertible Notes pursuant to the Tender Offer on or before the Expiration Date will receive the Tender Offer Consideration.

     If the Tender Offer is terminated or withdrawn, the Tender Offer Consideration will not be paid or become payable. In the event of a termination or withdrawal of the Tender Offer without any Convertible Notes being purchased thereunder, the Convertible Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

     In addition to receiving the Tender Offer Consideration, tendering Holders whose Convertible Notes are purchased pursuant to the Tender Offer will receive any accrued and unpaid interest to, but not including, the Payment Date.

     Payment for Convertible Notes validly tendered and accepted for payment will be made by our deposit of immediately available funds with Global Bondholder Services Corporation, the depositary for the Tender Offer (the “Depositary”), or, at the direction of the Depository, DTC, which will act as agent for the tendering Holders for the purpose of receiving payments from the Company and transmitting such payments to Holders.

     All Convertible Notes accepted for payment in the Tender Offer will cease to accrue interest on the Payment Date, unless the Company defaults in the payment of amounts payable pursuant to the Tender Offer. All Convertible Notes not tendered or accepted for payment shall continue to accrue interest.

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     The Company expressly reserves the right, in its sole discretion, subject to the requirements of applicable law, (i) to terminate or withdraw the Tender Offer, (ii) to extend the Expiration Date and (iii) to amend the terms of the Tender Offer, subject to any obligation under applicable law to extend the period of time the Tender Offer remains open. The foregoing rights are in addition to the Company’s right to delay acceptance for payment of Convertible Notes tendered under the Tender Offer.

     From time to time after the Expiration Date, or after termination or withdrawal of the Tender Offer, the Company or its affiliates may acquire any Convertible Notes that are not tendered pursuant to the Tender Offer through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Company may determine, which may be more or less than the price to be paid pursuant to the Tender Offer and could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives or combinations thereof the Company or its affiliates will choose to pursue in the future.

     See “Certain Significant Consequences” and “Certain U.S. Federal Income Tax Considerations” for a discussion of certain factors that should be considered in evaluating the Tender Offer.

     This Offer to Purchase does not constitute an offer to purchase Convertible Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or “blue sky” laws. Subject to applicable law, delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained herein or incorporated herein by reference is correct as of any time subsequent to the date hereof or, in the case of information incorporated herein by reference, subsequent to the date thereof, or that there has been no change in the information set forth herein or incorporated herein by reference, or in the affairs of the Company or any of its respective subsidiaries or affiliates since the date hereof.

THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE OTHER OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

     Any Holder desiring to tender Convertible Notes should either (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions therein, mail or deliver it and any other required documents to the Depositary, and deliver the certificates for the tendered Convertible Notes to the Depositary (or transfer such Convertible Notes pursuant to the book-entry transfer procedures described herein), (b) request the Holder’s custodian to effect the transaction or (c) tender through DTC pursuant to its Automated Tender Offer Program (“ATOP”). A Holder with Convertible Notes held through a custodian must contact that custodian if such Holder desires to tender those Convertible Notes and promptly instruct such custodian to tender such Convertible Notes on its behalf. See “The Tender Offer—Procedures for Tendering Convertible Notes.” Please note that if Convertible Notes are held by a custodian, the custodian may have an earlier deadline for tendering Convertible Notes pursuant to the Tender Offer than the Expiration Date.

     Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or any of the other offer documents may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. A Holder may also contact the Dealer Manager at its telephone number set forth on the back cover of this Offer to Purchase or such Holder’s custodian for assistance concerning the Tender Offer.

     None of the Company, its management or board of directors, the Dealer Manager, the Depositary, the Information Agent or their respective affiliates makes any recommendation to any Holder as to whether to tender any Convertible Notes in connection with the Tender Offer. None of the Company, the Dealer Manager, the Depositary or the Information Agent has authorized any person to give any information or to make any representation in connection with the Tender Offer other than the information and representations

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contained in this Offer to Purchase, the Letter of Transmittal and the other offer documents. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, information or representation as having been authorized by the Company, the Dealer Manager, the Depositary or the Information Agent.

FERRO CORPORATION

     Ferro Corporation was incorporated in Ohio in 1919 as an enameling company. Today, we are a leading producer of specialty materials and chemicals that are sold to a broad range of manufacturers who, in turn, make products for many end-use markets. Through manufacturing sites around the world, we produce the following types of products:

• Electronic, Color and Glass Materials — Conductive metal pastes and powders, dielectrics, polishing materials, high-quality glazes, enamels, pigments, dinnerware decoration colors, and other performance materials; and

• Polymer and Ceramic Engineered Materials —Polymer specialty materials, engineered plastic compounds, pigment dispersions, glazes, frits, porcelain enamel, pigments, and high-potency pharmaceutical active ingredients.

     We refer to our products as performance materials and chemicals because we formulate them to perform specific functions in the manufacturing processes and end products of our customers. The products we develop often are delivered to our customers in combination with customized technical service. The value of our products stems from the benefits they deliver in actual use.

     Our principal executive offices are located 1000 Lakeside Avenue, Cleveland, Ohio 44114. Our telephone number is (216) 641-8580. Our website is www.ferro.com. The information contained on or accessible through our website is not part of this offer to purchase, other than the documents that we file with the SEC that are incorporated by reference herein.

AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to incorporate by reference the information in documents we file with it. The information incorporated by reference is considered to be part of this Offer to Purchase, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained in or omitted from this Offer to Purchase, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

     We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Offer to Purchase and prior to the expiration or termination of the Tender Offer:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010; and

• our Current Reports on Form 8-K filed on February 18, 2010, March 3, 2010, April 20, 2010, May 6, 2010, May 10, 2010, June 2, 2010, June 28, 2010, July 1, 2010, July 20, 2010 and July 27, 2010.

     We will not, however, incorporate by reference in this Offer to Purchase any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K unless, and except to the extent, specified in such current reports.

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     We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address and telephone number:

Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
Telephone Number: (216) 641-8580
Attn: Secretary

     The filings described above may be inspected and copied at the public reference facilities of the Commission located on the date of this Offer to Purchase at 100 F Street, N.E., Washington, D.C. Copies of such material may be obtained by mail, upon payment of the Commission’s prescribed rates, by writing to the Public Reference Section of the Commission located on the date of this Offer to Purchase at 100 F Street, N.E., Washington, D.C. 20549, and also may be obtained without charge from the Commission’s website at http://www.sec.gov.

     A copy of the Indenture, dated as of March 5, 2008, and the First Supplemental Indenture, dated as of August 19, 2008, pursuant to which the Convertible Notes were issued, each by and between the Company and U.S. Bank National Association, as trustee, were filed with the Commission on March 5, 2008 as Exhibit 4.5 to the Registration Statement on Form S-3 (Registration No. 333-149559) and on August 19, 2008 as Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-00584), respectively.

FORWARD-LOOKING STATEMENTS

     This Offer to Purchase, including the documents incorporated by reference, contains statements that constitute “forward-looking statements.” These statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “will” or similar terms. These statements speak only as of the date of this Offer to Purchase or the date of the document incorporated by reference, as applicable, and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements appear in a number of places in this Offer to Purchase, including the documents incorporated by reference, and relate to, among other things, our intent, belief or current expectations with respect to: our future financial condition, results of operations or prospects; our business and growth strategies; and our financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation:

• demand in the industries into which we sell our products may be unpredictable, cyclical or heavily influenced by consumer spending;

• the effectiveness of our efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;

• our ability to successfully implement and/or administer our restructuring programs;

• our ability to access capital markets, borrowings, or financial transactions;

• our borrowing costs could be affected adversely by interest rate increases;

• the availability of reliable sources of energy and raw materials at a reasonable cost;

• competitive factors, including intense price competition;

• currency conversion rates and changing global economic, social and political conditions;

• the impact of our performance on our ability to utilize our significant deferred tax assets;

• liens on our assets by our lenders affect our ability to dispose of property and businesses;

- v -

• restrictive covenants in our credit facilities could affect our strategic initiatives and liquidity;

• increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;

• our ability to successfully introduce new products;

• stringent labor and employment laws and relationships with our employees;

• our ability to fund employee benefit costs, especially post-retirement costs;

• risks and uncertainties associated with intangible assets;

• potential limitations on our use of operating loss carryforwards and other tax attributes due to significant changes in the ownership of our common stock;

• our presence in the Asia-Pacific region where it can be difficult to compete lawfully;

• the identification of any material weaknesses in our internal controls in the future could affect our ability to ensure timely and reliable financial reports;

• uncertainties regarding the resolution of pending and future litigation and other claims; and

• other factors affecting our business beyond our control, including disasters, accidents, and governmental actions.

     These factors and the other risk factors described in this Offer to Purchase, including the documents incorporated by reference, are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us.

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SUMMARY

     This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Tender Offer. The following summary is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this Offer to Purchase and the Letter of Transmittal. Capitalized terms not otherwise defined in this summary have the meanings assigned to them elsewhere in this Offer to Purchase and the Letter of Transmittal.

The Company	Ferro Corporation, an Ohio corporation.
The Convertible Notes	The Company’s 6.50% Convertible Senior Notes due 2013.
The Tender Offer	The Company is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, any and all of the outstanding Convertible Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date. See “The Tender Offer.”
Tender Offer Consideration	The Tender Offer Consideration for each $1,000 principal amount of Convertible Notes validly tendered and not withdrawn pursuant to the Tender Offer is $1,030.
Accrued Interest	Subject to the terms and conditions of the Tender Offer, Holders whose Convertible Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the most recent interest payment date to, but not including, the Payment Date.
Expiration Date	Midnight, New York City time, on August 23, 2010, unless extended or earlier terminated by the Company in its sole discretion. See “The Tender Offer—Expiration Date; Extension; Amendment and Termination.”
Payment Date	The Payment Date will be a date promptly following the date on which the Company accepts for payment pursuant to the Tender Offer, Convertible Notes which are validly tendered, and not validly withdrawn on or prior to the Expiration Date.
Purpose of the Tender Offer	The principal purpose of the Tender Offer is to acquire all of the outstanding Convertible Notes in order to retire the debt associated with the Convertible Notes.
Sources and Amount of Funds	On August 5, 2010, the Company entered into an agreement to sell, pursuant to an underwritten public offering, $250.0 million aggregate principal amount of 7.875% senior notes (the “New Notes,” and the offering thereof, the “New Notes Offering”)). In addition, in connection with the Tender Offer and New Notes Offering, the Company intends to enter into a new revolving credit facility (the “New Credit Facility”).
	The Company intends to use a portion of the net proceeds from the New Notes Offering to repay all of the term loans and revolving borrowings outstanding under its existing credit facility (the “Existing Credit Facility”). As of June 30, 2010, an aggregate of $181.4 million

	of borrowings were outstanding under the Existing Credit Facility. The Company intends to use the remaining net proceeds from the New Notes Offering, along with borrowings under the New Credit Facility, to fund purchases of the Convertible Notes pursuant to the Tender Offer. See “Purpose of the Tender Offer” and “The Tender Offer—Sources and Amount of Funds.”
Conditions of the Tender Offer	The Company’s obligation to accept for payment, and pay for, any Convertible Notes validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon satisfaction of all the conditions described herein, including, without limitation:
	•    the consummation of the New Notes Offering, referred to herein as the “New Notes Condition” and
	•    the Company’s entry into, and the availability of funds under, the New Credit Facility, referred to herein as the “Credit Facility Condition.”
	The Company expressly reserves the right, in its sole discretion but subject to applicable law, to (i) terminate the Tender Offer prior to the Expiration Date and not accept for payment any Convertible Notes tendered in the Tender Offer if certain events described under “The Tender Offer—Conditions of the Tender Offer” occur, (ii) waive any and all of the conditions of the Tender Offer prior to any acceptance for payment for Convertible Notes, (iii)  extend the Expiration Date or (iv) amend the terms of the Tender Offer.
	The Company also reserves the right, in its sole discretion, to delay the acceptance for payment for Convertible Notes tendered in the Tender Offer, or to delay the payment for Convertible Notes so accepted, in order to permit any or all conditions of the Tender Offer to be satisfied or waived or to comply in whole or in part with any applicable law, subject in each case, however, to Rules 13e-4 and 14e-1 under the Exchange Act, which require that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer. See “The Tender Offer—Conditions to the Tender Offer.”
Withdrawal Rights	Tenders of Convertible Notes may be withdrawn at any time before the Expiration Date by following the procedures described herein. See “The Tender Offer—Withdrawal of Tenders and Absence of Appraisal Rights.”

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Procedures for Tendering Convertible Notes	Any Holder desiring to tender Convertible Notes should either (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions therein, mail or deliver it and any other required documents to the Depositary, and deliver the certificates for the tendered Convertible Notes to the Depositary (or transfer such Convertible Notes pursuant to the book-entry transfer procedures described herein), (b) request the Holder’s custodian to effect the transaction or (c) tender through DTC pursuant to ATOP. A Holder with Convertible Notes held through a custodian must contact that custodian if such Holder desires to tender those Convertible Notes and promptly instruct such custodian to tender such Convertible Notes on its behalf. See “The Tender Offer—Procedures for Tendering Convertible Notes.”
U.S. Federal Income Tax Considerations	For a discussion of certain material U.S. federal income tax considerations of the Tender Offer, see “Certain U.S. Federal Income Tax Considerations.”
Certain Significant Consequences	For a discussion of certain consequences in deciding whether to participate in the Tender Offer, see “Certain Significant Consequences.”
No Brokerage Commissions	No brokerage fees or commissions will be payable by Holders to the Company, the Dealer Manager, the Information Agent, the Trustee or the Depositary. However, a beneficial owner may have to pay fees or commissions to any nominee holding its Convertible Notes.
The Dealer Manager	Credit Suisse Securities (USA) LLC
The Depositary	Global Bondholder Services Corporation
The Information Agent	Global Bondholder Services Corporation
Trustee for the Convertible Notes	U.S. Bank National Association
Additional Documentation; Further Information; Assistance	Any questions or requests for assistance concerning the terms of the Tender Offer may be directed to the Dealer Manager at its address and telephone number set forth on the back cover of this Offer to Purchase. Any questions or requests for assistance concerning the Tender Offer or for additional copies of this Offer to Purchase and the other offer documents may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. A beneficial owner may also contact its custodian for assistance concerning the Tender Offer.

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DESCRIPTION OF THE CONVERTIBLE NOTES

     The Convertible Notes were issued pursuant to the Indenture, dated as of March 5, 2008, and the First Supplemental Indenture, dated as of August 19, 2008 (together, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the Convertible Notes are those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. Holders are referred to the Indenture and the Trust Indenture Act for a statement thereof.

     The Convertible Notes were issued in August 2008 in an original aggregate principal amount of $172,500,000. At June 30, 2010, $172,500,000 aggregate principal amount of Convertible Notes remained outstanding. Interest accrues on the Convertible Notes and is payable on February 15 and August 15 of each year, commencing on February 15, 2009, at a rate of 6.50% per annum.

     The Convertible Notes are convertible, under certain circumstances described below, into the Company’s common shares, par value $1.00 per share (“Common Stock”), at a conversion rate of 30.9253 shares of Common Stock per $1,000 principal amount of Convertible Notes for a total of approximately 5,334,615 shares. This is equivalent to a conversion price of approximately $32.34 per share. The Convertible Notes are convertible (a) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our Common Stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the base conversion price on such last trading day, (b) during the five-business-day period following any five-consecutive-trading-day period in which the trading price for $1,000 principal amount of the Convertible Notes was less than 97% of the product of the last reported sale price of our Common Stock and the applicable conversion rate on such day, (c) if specified distributions to holders of our Common Stock are made, or specified corporate events occur and (d) at any time on or after June 15, 2013 until the close of business on the business day immediately preceding the maturity date for the Convertible Notes. Based on the foregoing conditions, the Convertible Notes are not currently convertible.

     The Holders of the Convertible Notes have the right to require us to purchase for cash all or a portion of their Convertible Notes in the event that any of the following occurs (a) the acquisition of a person or group of beneficial ownership of more than 50% of the voting power of our Common Stock, (b) the delisting of our Common Stock on a national securities exchange for more than 20 days, (c) a majority of the members of our board of directors does not consist of continuing directors, (d) a consolidation, merger or binding share exchange to which we are a party, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of related transactions of all or substantially all of our properties and assets or (e) our shareholders approve any plan or proposal for our liquidation or dissolution or a termination of trading in the Convertible Notes.

     The Convertible Notes are unsecured senior obligations and rank equal in right of payment to any of our existing or future senior debt, and will rank senior to all of our subordinated debt. The Convertible Notes are effectively junior to any of our secured debt to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all liabilities of our subsidiaries.

     The terms and conditions governing the Convertible Notes will remain unchanged by the Tender Offer. No amendment to the Indenture is being sought in connection with the Tender Offer.

PURPOSE OF THE TENDER OFFER

     The principal purpose of the Tender Offer is to acquire all of the outstanding Convertible Notes in order to retire the debt associated with the Convertible Notes. We will cancel the Convertible Notes that we purchase in the Tender Offer, and those Convertible Notes will cease to be outstanding. Any Convertible Notes that remain outstanding after the Tender Offer will continue to be our obligations. Holders of those outstanding Convertible Notes will continue to have all the rights associated with those Convertible Notes. We are not seeking the approval of holders of the Convertible Notes for any amendment to the Convertible Notes or the Indenture.

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CERTAIN SIGNIFICANT CONSEQUENCES

     In deciding whether to participate in the Tender Offer, each Holder should consider carefully, in addition to the other information contained or incorporated by reference in this Offer to Purchase, the following consequences.

Limited Trading Market

     The Convertible Notes are not listed on any national or regional securities exchange. To the extent that Convertible Notes are purchased in the Tender Offer, the trading market for the Convertible Notes would become even more limited. A debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price than would a comparable debt security with a greater float. Therefore, the market price for Convertible Notes not purchased may be affected adversely to the extent that the principal amount of Convertible Notes tendered pursuant to the Tender Offer reduces the float. The reduced float may also tend to make the trading price more volatile. There can be no assurance that any trading market will exist for the Convertible Notes following consummation of the Tender Offer. The extent of the public market for the Convertible Notes following consummation of the Tender Offer will depend upon, among other things, the remaining outstanding principal amount of Convertible Notes, the number of Holders and the interest in maintaining a market in the Convertible Notes on the part of securities firms. The Company does not intend to create or sustain a market for any Convertible Notes that remain outstanding following consummation of the Tender Offer.

Subsequent Purchase of the Convertible Notes

     Although the Company currently does not intend to purchase or otherwise provide any similar opportunity for the Holders of Convertible Notes to gain liquidity with respect to Convertible Notes not tendered in the Tender Offer, the Company reserves the absolute right, in its sole discretion, from time to time to purchase any Convertible Notes that remain outstanding after the Expiration Date through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as it may determine (or as may be provided for in the Indenture), which may be more or less than the price to be paid pursuant to the Tender Offer and could be for cash or other consideration. However, there can be no assurance that the Holders of Convertible Notes will have any further opportunity to gain liquidity with respect to the Convertible Notes, except as otherwise expressly required under the Indenture. Moreover, Exchange Act Rule 13e-4(f)(6) generally prohibits us and our affiliates from purchasing any Convertible Notes, other than in the Tender Offer, until at least 10 business days after the Expiration Date, except pursuant to certain limited exceptions provided in Exchange Act Rule 14e-5.

The Conversion Price of the Convertible Notes is Significantly Greater than our Recent Share Prices.

     The Convertible Notes are convertible, under certain circumstances, into shares of our Common Stock at a conversion rate of 30.9253 shares of Common Stock per $1,000 principal amount of Convertible Notes for a total of 5,334,615 shares. This is equivalent to a conversion price of approximately $32.34 per share. The closing price for our shares of Common Stock on ordinary shares on the New York Stock Exchange on August 4, 2010 was $11.58 per share.

Position of the Company Concerning the Tender Offer

     Holders of Convertible Notes purchased in the Tender Offer will forgo interest, conversion and other rights associated with these Convertible Notes. Neither the Company nor its management or board of directors nor the Dealer Manager, Depositary or the Information Agent makes any recommendation to any Holder or owner of Convertible Notes as to whether the Holder should tender or refrain from tendering any or all of such Holder’s Convertible Notes, and none of them has authorized any person to make any such recommendation. Holders and owners are urged to evaluate carefully all information in this Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Convertible Notes, and, if so, the principal amount of Convertible Notes to tender.

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THE TENDER OFFER

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Tender Offer.

Introduction

     The Company hereby offers, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, to purchase for cash any and all of the outstanding Convertible Notes that are validly tendered (and not validly withdrawn) to the Depositary on or prior to the Expiration Date for the consideration described below. The Company will accept tenders of Convertible Notes in principal amounts of $1,000 or integral multiples thereof.

     The Board of Directors of the Company (the “Board”) has not made any recommendation to the Holders as to whether to tender or refrain from tendering all or any portion of the Convertible Notes in the Tender Offer. Each Holder must decide whether to tender Convertible Notes, and if tendering, the principal amount of Convertible Notes to tender. The Holders are urged to review carefully all of the information contained or incorporated by reference in this Offer to Purchase, and to obtain current market quotations for the Convertible Notes.

Tender Offer Consideration

     The Tender Offer Consideration for each $1,000 principal amount of Convertible Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is $1,030. In addition to receiving the Tender Offer Consideration, tendering Holders whose Convertible Notes are purchased pursuant to the Tender Offer will receive any accrued and unpaid interest to, but not including, the Payment Date.

     Convertible Notes tendered may be validly withdrawn at any time on or prior to the Expiration Date. In the event of a termination or withdrawal of the Tender Offer without any Convertible Notes being purchased thereunder, the Convertible Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders. See “—Withdrawal of Tenders and Absence of Appraisal Rights.”

Source and Amount of Funds

     The total amount of funds required to purchase all of the outstanding $172.5 million aggregate principal amount of the Convertible Notes at a price equal to $1,030 per $1,000 principal amount, to pay all accrued and unpaid interest on such Convertible Notes and all premiums and transaction expenses associated therewith is expected to be approximately $178.0 million.

     On August 5, 2010, the Company entered into an agreement to sell the New Notes pursuant to an underwritten public offering. The net proceeds from the New Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $244 million.

     In connection with the Tender Offer and New Notes Offering, the Company intends to enter into the New Credit Facility. The Company is currently in negotiations with the lenders under the Existing Credit Facility regarding the New Credit Facility, although it has not yet obtained a commitment for the full amount of the facility or finalized the credit documents governing the New Credit Facility. The Company expects that the New Credit Facility will provide up to an aggregate of $350 million of revolving borrowings.

     The Company intends to use a portion of the net proceeds from the New Notes Offering to repay all of the term loans and revolving borrowings outstanding under the Existing Credit Facility. As of June 30, 2010, an aggregate of $181.4 million of borrowings were outstanding under the Existing Credit Facility. The Company intends to use the remaining net proceeds from the New Notes Offering, along with borrowings under the New Credit Facility, to fund purchases of the Convertible Notes pursuant to the Tender Offer. See “Purpose of the Tender Offer” and “The Tender Offer—Sources and Amount of Funds.”

     Payment for Convertible Notes validly tendered and accepted for payment will be made by our deposit of immediately available funds with the Depositary, or, at the direction of the Depository, DTC, which will act as

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agent for the tendering Holders for the purpose of receiving payments from the Company and transmitting such payments to Holders.

Expiration Date; Extension; Amendment and Termination

     The Tender Offer will expire at midnight, New York City time, on August 23, 2010, unless extended or terminated by the Company in its sole discretion. If the Tender Offer is extended, “Expiration Date” shall mean the time and date on which the Tender Offer, as so extended, shall expire. Subject to the requirements of applicable law, the Company reserves the right to extend the Expiration Date, from time to time or for such period or periods as it may determine in its sole discretion, by giving oral (to be confirmed in writing) or written notice of such extension to the Depositary and by making an announcement by press release to PR Newswire or a similar service at or prior to 9:00 a.m., New York City time, on the next business day following the previously established Expiration Date. During any extension of the Tender Offer, all Convertible Notes previously tendered and not accepted for purchase will remain subject to the Tender Offer and may, subject to the terms and conditions of the Tender Offer, be accepted for purchase by the Company

     To the extent the Company is legally permitted to do so, subject to the requirements of applicable law, it reserves the absolute right, in its sole discretion, at any time to (i) waive any condition to the Tender Offer and (ii) amend any of the terms of the Tender Offer. If the Company makes a material change in the terms of the Tender Offer or waives a material condition of the Tender Offer, the Company will give oral (to be confirmed in writing) or written notice of such amendment or such waiver to the Depositary and will disseminate additional offer documents and will extend the Tender Offer to the extent required by law. To the extent the company is legally permitted to do so, the Company reserves the right to terminate or withdraw the Tender Offer prior to the Expiration Date. Any such termination or withdrawal will be followed promptly by public announcement thereof. In the event that the Company terminates or withdraws the Tender Offer, the Company will give immediate notice thereof to the Depositary, and all Convertible Notes theretofore tendered and not accepted for payment shall be returned promptly to the tendering Holders. In the event that the Tender Offer is terminated or withdrawn, no consideration will be paid or become payable in respect of any Convertible Notes. See “—Withdrawal of Tenders and Absence of Appraisal Rights” and “—Conditions of the Tender Offer.”

     There can be no assurance that the Company will exercise its right to extend the Expiration Date.

Acceptance for Purchase and Payment

     Upon the terms and subject to the conditions of the Tender Offer, the Company will accept for purchase Convertible Notes validly tendered pursuant to the Tender Offer (or defectively tendered, if such defect has been waived by the Company), and not validly withdrawn, upon the satisfaction or waiver of the conditions to the Tender Offer specified herein under “—Conditions of the Tender Offer.” The Company will promptly pay for Convertible Notes accepted. The Company reserves the right, in its sole discretion, to delay acceptance for purchase of Convertible Notes tendered under the Tender Offer or the payment for Convertible Notes accepted for purchase (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the expiration, termination or withdrawal of a tender offer), or to terminate the Tender Offer and not accept for purchase any Convertible Notes not theretofore accepted for purchase, if any of the conditions set forth under “—Conditions of the Tender Offer” shall not have been satisfied or waived by the Company or in order to comply with any applicable law. In all cases, payment for Convertible Notes accepted for purchase pursuant to the Tender Offer will be made only after timely delivery of certificates representing tendered Convertible Notes, confirmation of book-entry transfer of the Convertible Notes or satisfaction of DTC’s ATOP procedures, and receipt of any other documents required in connection therewith.

     Subject to the satisfaction or waiver of the conditions to the Tender Offer, the Company expects to accept for payment Convertible Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date.

     For purposes of the Tender Offer, the Company will be deemed to have accepted for purchase validly tendered Convertible Notes (or defectively tendered Convertible Notes, if such defect has been waived by the Company) if, as and when the Company gives oral (confirmed in writing) or written notice thereof to the Depositary. Payment for Convertible Notes accepted for purchase in the Tender Offer on or prior to the

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Expiration Date will be made by the Company by depositing such payment with the Depositary, or, at the direction of the Depository, DTC, which will act as agent for the Holders for the purpose of receiving the Tender Offer Consideration and transmitting such consideration to the Holders.

     Tenders of Convertible Notes pursuant to the Tender Offer will be accepted only in principal amounts equal to $1,000 or any integral multiple thereof. Holders whose Convertible Notes are being purchased only in part shall be issued new Convertible Notes in book-entry form only and equal in principal amount to the unpurchased portion of the Convertible Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or integral multiples thereof. If, for any reason, acceptance for purchase of, or payment for, validly tendered Convertible Notes pursuant to the Tender Offer is delayed or the Company is unable to accept for purchase, or to pay for, validly tendered Convertible Notes pursuant to the Tender Offer, then the Depositary may, nevertheless, on the Company’s behalf, retain tendered Convertible Notes, without prejudice to the Company’s rights described under “—Expiration Date; Extension; Amendment and Termination,” “—Conditions of the Tender Offer” and “—Withdrawal of Tenders and Absence of Appraisal Rights” (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the expiration, termination or withdrawal of a tender offer). If any tendered Convertible Notes are not accepted for purchase for any reason pursuant to the terms and conditions of the Tender Offer, such Convertible Notes will be credited to the account from which such Convertible Notes were delivered promptly following the Expiration Date or the termination or withdrawal of the Tender Offer.

     Under no circumstances will any interest be payable because of any delay in the transmission of funds to the Holders of purchased Convertible Notes or otherwise.

     Tendering Holders of Convertible Notes purchased in the Tender Offer will not be obligated to pay brokerage commissions, fees or transfer taxes with respect to the purchase of their Convertible Notes, except as provided in the Letter of Transmittal. The Company will pay all other charges and expenses in connection with the Tender Offer. See “Persons Employed in Connection with the Tender Offer” and “Miscellaneous.”

Procedures for Tendering Convertible Notes

     For a Holder to tender Convertible Notes validly pursuant to the Tender Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee, or (in the case of a book-entry transfer) an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase prior to the Expiration Date. In addition, prior to the Expiration Date, either (a) certificates for tendered Convertible Notes must be received by the Depositary at such address or (b) such Convertible Notes must be transferred pursuant to the procedures for book-entry transfer described below (and a confirmation of such tender must be received by the Depositary, including an Agent’s Message if the tendering Holder has not delivered a Letter of Transmittal). The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce such Letter of Transmittal against such participant.

     If the Convertible Notes are held of record in the name of a person other than the signer of the Letter of Transmittal, or if certificates for unpurchased Convertible Notes are to be issued to a person other than the Holder of record, the certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the holder of record (the “Record Holder”) appears on the certificates, with the signature on the certificates or bond powers guaranteed as described below.

     Need for Guarantee of Signature. Signatures on a Letter of Transmittal must be guaranteed by a recognized participant (a “Medallion Signature Guarantor”) in the Securities Transfer Agents Medallion Program, unless the Convertible Notes tendered thereby are tendered (a) by the Record Holder of such Convertible Notes and that Holder has not completed either of the boxes entitled “A. Special Issuance/Delivery Instructions” or “B. Special Payment Instructions” on the Letter of Transmittal, or (b) for the account of a firm that is a member of a registered national securities exchange or the Financial Industry

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Regulatory Authority or is a commercial bank or trust company having an office in the United States (each, an “Eligible Institution”).

     Book-Entry Delivery of the Convertible Notes; Tender through ATOP. Within two business days after the date of this Offer to Purchase, the Depositary will establish an account with respect to the Convertible Notes at DTC for purposes of the Tender Offer. Any financial institution that is a participant in DTC may make book-entry delivery of Convertible Notes by causing DTC to transfer such Convertible Notes into the Depositary’s account in accordance with DTC’s procedure for such transfer. Although delivery of the Convertible Notes may be effected through book-entry at DTC, the Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of a book-entry transfer) an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must be transmitted to and received by the Depositary on or prior to the Expiration Date, in order to be eligible to receive the Tender Offer Consideration, at its address set forth on the back cover of this Offer to Purchase. Delivery of such documents to DTC does not constitute delivery to the Depositary.

     Holders who are tendering by book-entry transfer to the Depositary’s account at DTC may execute their tender through DTC’s ATOP system by transmitting their acceptance to DTC in accordance with DTC’s ATOP procedures; DTC will then verify the acceptance, execute a book-entry delivery to the Depositary’s account at DTC and send an Agent’s Message to the Depositary. Delivery of the Agent’s Message by DTC will satisfy the terms of the Tender Offer in lieu of execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not be completed by a Holder tendering through ATOP.

     Backup Withholding. To prevent U.S. federal income backup withholding tax, each tendering Holder must (i) provide the Depositary with such Holder’s correct taxpayer identification number and certify, among other things, that such Holder is not subject to U.S. federal income backup withholding tax by completing the Form W-9 included in the Letter of Transmittal or (ii) otherwise establish a basis for exemption from backup withholding. For a more detailed discussion of U.S. federal backup withholding, see “Certain U.S. Federal Income Tax Considerations.”

     General. The tender of Convertible Notes pursuant to the Tender Offer by one of the procedures set forth above will constitute an agreement between the tendering Holder and the Company in accordance with the terms and subject to the conditions of the Tender Offer.

     The method of delivery of the Letter of Transmittal, certificates for Convertible Notes and all other required documents is at the election and risk of the tendering Holder. If a Holder chooses to deliver by mail, the recommended method is by registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

     Please note that if Convertible Notes are held by a custodian, the custodian may have an earlier deadline for tendering Convertible Notes pursuant to the Tender Offer than the Expiration Date.

     By tendering Convertible Notes through book-entry transfer as described in this Offer to Purchase, and subject to and effective upon acceptance for purchase of, and payment for, the Convertible Notes tendered therewith, a tendering Holder acknowledges receipt of this Offer to Purchase and (i) sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Convertible Notes tendered thereby, (ii) waives any and all other rights with respect to the Convertible Notes (including, without limitation, the tendering Holder’s waiver of any existing or past defaults and their consequences in respect of the Convertible Notes and the Indenture), (iii) releases and discharges the Company from any and all claims such Holder may have now, or may have in the future, arising out of, or related to, the Convertible Notes, including, without limitation, any claims that such Holder is entitled to receive additional principal or interest payments with respect to the Convertible Notes or to participate in any redemption or defeasance of the Convertible Notes and (iv) irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of such Holder (with full knowledge that the Depositary also acts as an agent of the Company) with respect to any such tendered Convertible Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Convertible Notes on the account books maintained by DTC, together with all accompanying

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evidences of transfer and authenticity, to the Company, (b) present such Convertible Notes for transfer on the relevant security register, and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Convertible Notes (except that the Depositary will have no rights to, or control over, funds from the Company, except as agent for the tendering Holders, for the Tender Offer Consideration for any tendered Convertible Notes that are purchased by the Company).

     The Holder, by tendering its Convertible Notes, represents and warrants that the Holder has full power and authority to tender, sell, assign and transfer the Convertible Notes tendered, and that, when such Convertible Notes are accepted for purchase and payment by the Company, the Company will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The Holder will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Convertible Notes tendered. All authority conferred or agreed to be conferred by tendering the Convertible Notes through book-entry transfer shall survive the death or incapacity of the tendering Holder, and every obligation of such Holder incurred in connection with its tender of its Convertible Notes shall be binding upon such Holder’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

     The Company reserves the absolute right to reject any and all tenders of Convertible Notes that it determines are not in proper form or for which the acceptance for payment or payment may, in the opinion of its counsel, be unlawful. The Company also reserves the absolute right in its sole discretion to waive any of the conditions of the Tender Offer or any defect or irregularity in the tender of Convertible Notes of any particular Holder, whether or not similar conditions, defects or irregularities are waived in the case of the other Holders. The Company’s interpretation of the terms and conditions of the Tender Offer (including the instructions in the Letter of Transmittal) will be final and binding. None of the Company, the Trustee, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders or any notices of withdrawal or will incur any liability for failure to give any such notice.

Withdrawal of Tenders and Absence of Appraisal Rights

     Convertible Notes tendered pursuant to the Tender Offer may be withdrawn at any time before the Expiration Date, but not thereafter. Holders of Convertible Notes may contact the Depositary at its address set forth on the back cover of this Offer to Purchase for information regarding withdrawal of Convertible Notes from DTC.

     For a withdrawal of Convertible Notes to be effective, a written facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. The withdrawal notice must (a) specify the name of the Holder who tendered the Convertible Notes to be withdrawn and, if different, the name of the Record Holder of such Convertible Notes (or, in the case of Convertible Notes tendered by book-entry transfer, the name of the participant for whose account such Convertible Notes were tendered and such participant’s account number at DTC to be credited with the withdrawn Convertible Notes), (b) contain a description of the Convertible Notes to be withdrawn (including the principal amount to be withdrawn and, in the case of Convertible Notes tendered by delivery of certificates rather than book-entry transfer, the certificate numbers thereof), and (c) be signed by the Holder of such Convertible Notes in the same manner as the original signature on any Letter of Transmittal, including any required signature guarantees (or, in the case of Convertible Notes tendered by a DTC participant through ATOP, be signed by such participant in the same manner as the participant’s name is listed on the applicable Agent’s Message), or be accompanied by (x) documents of transfer sufficient to have the Depositary register the transfer of the Convertible Notes into the name of the person withdrawing such Convertible Notes and (y) a properly completed irrevocable proxy that authorizes such person to effect such revocation on behalf of such Holder. The signature on the notice of withdrawal must be guaranteed by a Medallion Signature Guarantor unless such Convertible Notes have been tendered for the account of an Eligible Institution. If certificates for the Convertible Notes to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal will be effective immediately upon receipt by the Depositary of written or facsimile transmission notice of withdrawal even if physical release is not yet effected.

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     Withdrawals of tenders of Convertible Notes may not be rescinded, and any Convertible Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer. Properly withdrawn Convertible Notes may, however, be retendered following one of the procedures described under “—Procedures for Tendering Convertible Notes” at any time prior to the Expiration Date.

     Withdrawals of Convertible Notes can only be accomplished in accordance with the foregoing procedures. All questions as to the validity (including time of receipt) of notices of withdrawal or revocation will be determined by the Company in its sole discretion, and its determination shall be final and binding. None of the Company, the Dealer Manager, the Depositary and Information Agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or revocation, or incur any liability for failure to give any such notification.

     The Convertible Notes are the Company’s debt obligations and are governed by the Indenture. There are no appraisal or other similar statutory rights available to Holders in connection with the Tender Offer.

Conditions of the Tender Offer

     The Company’s obligation to accept for payment, and pay for, any Convertible Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on satisfaction of all the conditions to the Tender Offer. The Tender Offer does not have as a condition that a minimum principal amount of Convertible Notes be tendered.

     New Notes Condition. The Tender Offer is conditioned upon the consummation of the New Notes Offering. On August 5, 2010, the Company entered into an agreement to sell the New Notes pursuant to an underwritten public offering. Notwithstanding the foregoing, the Company expressly reserves the right, in its sole discretion but subject to applicable law, to terminate the Tender Offer prior to the Expiration Date and not accept for payment any Convertible Notes tendered in the Tender Offer if the Company determines, in its reasonable judgment, that the New Notes Condition cannot be satisfied at or prior to the Expiration Date, which makes it inadvisable to proceed with the Tender Offer or with acceptance for payment any Convertible Notes tendered in the Tender Offer. See “—Source and Amount of Funds” for additional information regarding the New Notes Offering.

     Credit Facility Condition. The Tender Offer is also conditioned upon the Company’s entry into, and the availability of funds under, the New Credit Facility. Notwithstanding the foregoing, the Company expressly reserves the right, in its sole discretion but subject to applicable law, to terminate the Tender Offer prior to the Expiration Date and not accept for payment any Convertible Notes tendered in the Tender Offer if the Company determines, in its reasonable judgment, that the Credit Facility Condition cannot be satisfied at or prior to the Expiration Date, which makes it inadvisable to proceed with the Tender Offer or with acceptance for payment any Convertible Notes tendered in the Tender Offer. See “—Source and Amount of Funds” for additional information regarding the Existing Credit Facility and New Credit Facility.

     General Conditions. Notwithstanding any other provision of the Tender Offer, subject to applicable law, the Company shall not be required to accept for payment any Convertible Notes tendered in the Tender Offer and may, in its sole discretion, terminate or amend the Tender Offer if on or after July 27, 2010, and at or prior the Expiration Date, any of the following events shall occur:

• in the Company’s reasonable judgment, there has been threatened or instituted or is pending any action, suit or proceeding by any government or any governmental, regulatory, self-regulatory or administrative authority, tribunal or other body, or by any other person, domestic, foreign or supranational, before any court, authority, tribunal or other body that directly or indirectly:

• challenges or seeks to make illegal, or seeks to delay, restrict, prohibit or otherwise affect the consummation of the Tender Offer or the acquisition of some or all of the Convertible Notes pursuant to the Tender Offer; or

• could materially and adversely affect the business, condition (financial or otherwise), income, operations, property or prospects of the Company and its subsidiaries, taken as a whole, or

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otherwise materially impair its ability to purchase some or all of the Convertible Notes pursuant to the Tender Offer;

• in the Company’s reasonable judgment, any statute, rule, regulation, judgment, order or injunction, including any settlement or the withholding of any approval, has been threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced, interpreted or otherwise deemed to apply by any court, government or governmental, regulatory, self-regulatory or administrative authority, tribunal or other body, domestic, foreign or supranational, in any manner that directly or indirectly:

• could make the acceptance for payment, or payment, for some or all of the Convertible Notes illegal or otherwise delay, restrict, prohibit or otherwise affect the consummation of the Tender Offer;

• could delay or restrict its ability, or render it unable, to accept for payment or pay for some or all of the Convertible Notes to be purchased pursuant to the Tender Offer; or

• could materially and adversely affect the business, condition (financial or otherwise), income, operations, property or prospects of the Company or its subsidiaries, taken as a whole;

• in the Company’s reasonable judgment, there has occurred any of the following:

• any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

• the commencement of any war, armed hostilities or other international or national calamity, including any act of terrorism, on or after July 27, 2010;

• any material escalation of any war or armed hostilities which had commenced before July 27, 2010;

• any limitation, whether or not mandatory, imposed by any governmental, regulatory, self- regulatory or administrative authority, tribunal or other body, or any other event, that could materially affect the extension of credit by banks or other lending institutions in the United States;

• any change in the general political, market, economic or financial conditions, domestically or internationally, that could materially and adversely affect the business, condition (financial or otherwise), income, operations, property or prospects of the Company and its subsidiaries, taken as a whole, or trading in the Convertible Notes or in the Company’s Common Stock;

• any change or changes have occurred or are threatened in the business, condition (financial or otherwise), income, operations, property or prospects of the Company or any of its subsidiaries that could have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the benefits of the Tender Offer to the Company;

• in the case of any of the foregoing existing at the time of the commencement of the Tender Offer, a material acceleration or worsening thereof; or

• a tender or exchange offer for any or all of the Company’s Common Stock, or any merger, acquisition, business combination or other similar transaction with or involving the Company or any of its subsidiaries has been made, proposed or announced by any person or has been publicly disclosed.

     All of the General Conditions will be deemed to be satisfied unless we determine, in our reasonable judgment, that any of the events listed above has occurred and that, regardless of the circumstances giving rise to the event (including any action or inaction by us), such event makes it inadvisable to proceed with the Tender Offer or with acceptance for payment any Convertible Notes tendered in the Tender Offer.

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     The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company in its sole discretion, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company) and may be waived by the Company, at any time and from time to time, in the sole discretion of the Company, whether or not any other condition of the Tender Offer is also waived. Notwithstanding anything to the contrary in the foregoing, all conditions to the Tender Offer, other than any that may be dependent upon the receipt of any governmental approvals necessary to consummate the Tender Offer, must be satisfied or waived on or before the Expiration Date.

     The Company expressly reserves the right, in its sole discretion but subject to applicable law, to (i) terminate the Tender Offer prior to the Expiration Date and not accept for payment any Convertible Notes tendered in the Tender Offer if certain events described under “—Conditions to the Tender Offer” occur, (ii) waive any and all of the conditions of the Tender Offer prior to any acceptance for payment for Convertible Notes, (iii) extend the Expiration Date or (iv) amend the terms of the Tender Offer. Any extension, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. In the event that the Company extends the Tender Offer, the term “Expiration Date” with respect to such extended Tender Offer shall mean the time and date on which the Tender Offer, as so extended, shall expire. Without limiting the manner in which the Company may choose to make such announcement, the Company shall not, unless required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release.

Other Purchases of Convertible Notes

     Whether or not the Tender Offer is consummated, the Company and its affiliates may from time to time acquire Convertible Notes otherwise than pursuant to the Tender Offer, through open-market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as the Company may determine (or as may be provided for in the Indenture), which may be more or less than the price to be paid pursuant to the Tender Offer and could be for cash or other consideration.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS OFFER TO PURCHASE IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY HOLDERS, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE U.S. INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM THEIR OWN INDEPENDENT TAX ADVISORS.

     The following is a general discussion of certain U.S. federal income tax consequences of the Tender Offer to U.S. Holders and Non-U.S. Holders, each as defined herein. This discussion is a summary for general information purposes only and does not consider all aspects of U.S. federal income taxation that may be relevant to particular Holders in light of their individual circumstances or to certain types of Holders subject to special tax rules (e.g., financial institutions, broker-dealers, insurance companies, tax-exempt organizations, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, holders whose income exceeds certain thresholds and are subject to the 3.8% Medicare Tax on certain income, persons that hold Convertible Notes as part of a “straddle,” a “hedge” or a “conversion transaction,” persons that acquire Convertible Notes in connection with employment or other performance of services, U.S. Holders that have a functional currency other than the U.S. dollar, partnerships or other pass-through entities (or investors in such entities), persons subject to the alternative minimum tax, and persons who have ceased to be U.S. citizens or to be taxed as resident aliens), nor does it address state, local or foreign tax considerations or U.S. federal tax considerations other than income taxation. This summary assumes that Holders have held their Convertible Notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).

     If an entity treated as a partnership for U.S. federal income tax purposes holds a Convertible Note, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. As a result, this disclosure does not address the tax treatment of partnerships or persons who hold their Convertible Notes through a partnership or other pass-through entity. If you are a partner of a partnership holding the Convertible Notes, you are urged to consult your tax advisor.

     THE U.S. FEDERAL INCOME TAX SUMMARY SET FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS TAX CONSIDERATIONS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

     This summary is based on the Code and applicable Treasury regulations, rulings, administrative pronouncements and judicial decisions as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect. There can be no assurance that the Internal Revenue Service (“IRS”) will not challenge one or more of the tax consequences described herein, and the Company has not obtained, nor does the Company intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the Tender Offer.

     For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Convertible Notes that for U.S. federal income tax purposes is: (i) an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under the U.S. federal income tax laws; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, any State thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to

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control all substantial decisions of the trust, or that has a valid election in effect to be treated as a U.S. person. For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Convertible Notes that is an individual, corporation, estate or trust and is not a U.S. Holder.

Consequences to Tendering U.S. Holders

     Sale of a Convertible Note. The receipt of cash by a U.S. Holder in exchange for a Convertible Note will be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion of the “market discount” rules set forth below, a U.S. Holder will generally recognize gain or loss in an amount equal to the difference between (i) the Tender Offer Consideration and other consideration received in exchange for each such Convertible Note (less an amount attributable to any accrued but unpaid interest not previously included in income, which will be treated as a payment of interest for U.S. federal income tax purposes and will be subject to tax as ordinary income), and (ii) the U.S. Holder’s adjusted tax basis in the tendered Convertible Note. Generally, a U.S. Holder’s adjusted tax basis for a Convertible Note will equal the amount paid for the Convertible Note, increased, if the election described below has been made, by any market discount previously included in the U.S. Holder’s income, and decreased (but not below zero) by any amortized premium in respect of the Convertible Note which has been previously taken into account. Except to the extent that gain is characterized as ordinary income pursuant to the market discount rules discussed below, such gain or loss generally will be capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder held the Convertible Note for more than one year at the time of such sale. Non-corporate taxpayers are generally subject to reduced rates of U.S. federal income taxation on net long-term capital gains. The deductibility of capital losses is subject to certain limitations.

     Market Discount. A Convertible Note has “market discount” if it was acquired after original issuance and its stated principal amount exceeds its tax basis in the hands of a U.S. Holder immediately after its acquisition, unless a statutorily defined de minimis exception applies. Gain recognized by a U.S. Holder with respect to a Convertible Note acquired with market discount will generally be subject to tax as ordinary income to the extent of the market discount accrued during the period the Convertible Note was held by such U.S. Holder. This rule will not apply to the extent a U.S. Holder previously included such market discount in income as it accrued for U.S. federal income tax purposes pursuant to an election.

Information Reporting and Backup Withholding for U.S. Holders

     A U.S. Holder whose Convertible Notes are tendered and accepted for payment by the Company will be subject to certain information reporting requirements (unless the U.S. Holder is exempt from such requirements). In addition, a U.S. Holder may be subject to backup withholding (currently at a rate of 28%) with respect to the receipt of cash in exchange for a Convertible Note unless the U.S. Holder timely provides the Company with a correct Taxpayer Identification Number (“TIN”) and certifies that the U.S. Holder is a U.S. person, the TIN is correct (or that the U.S. Holder is awaiting a TIN) and the U.S. Holder either (a) is exempt from backup withholding, (b) has not been informed by the IRS that backup withholding is required due to underreporting of interest and dividends from payments made to the U.S. Holder or (c) has been informed by the IRS that backup withholding is no longer required. U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Any amount withheld as backup withholding would be creditable against the U.S. Holder’s U.S. federal income tax liability, provided that the requisite information is properly and timely provided to the IRS. See the Letter of Transmittal for additional information.

Consequences to Non-Tendering U.S. Holders

     A U.S. Holder that does not tender its Convertible Notes pursuant to the Tender Offer will not be treated as having sold or otherwise disposed of its Convertible Notes for U.S. federal income tax purposes, and will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Tender Offer.

Consequences to Tendering Non-U.S. Holders

     Sale of the Convertible Note. Subject to the discussion relating to interest and backup withholding below, a Non-U.S. Holder that receives cash on the sale of Convertible Notes pursuant to the Tender Offer generally will not be subject to U.S. federal income or withholding tax on any gain recognized, unless either (1) the gain

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is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States, in which case such gain will be taxed as discussed below; or (2) such Non-U.S. Holder is an individual that is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the Non-U.S. Holder generally will be subject to a 30% U.S. federal income tax on any gain recognized, which may be offset by certain U.S. source losses.

     Interest. Amounts received pursuant to the Tender Offer, if any, attributable to accrued but unpaid interest on a Convertible Note held by a Non-U.S. Holder generally will not be subject to U.S. federal income tax as ordinary income or a 30% withholding tax, provided that the Non-U.S. Holder (a) does not actually or constructively own 10 percent or more of the combined voting power of all classes of the Company stock entitled to vote, (b) is not a controlled foreign corporation with respect to which the Company is a related person within the meaning of the Code, (c) does not conduct a trade or business in the United States to which such interest is effectively connected, and (d) has provided a validly completed IRS Form W-8BEN establishing that it is a Non-U.S. Holder (or satisfies certain documentary evidence requirements for establishing that it is a Non-U.S. Holder).

     Unless an applicable income tax treaty provides otherwise, gain, interest or other income on the Convertible Notes that is effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States will be subject to U.S. federal income tax on a net income basis at the rates applicable to U.S. persons generally (and, with respect to a corporate Non-U.S. Holder, a branch profits tax equal to 30% of such Non-U.S. Holder’s effectively connected earnings and profits attributable to such gain, interest or other income may apply). Non-U.S. Holders should consult their own tax advisors regarding any applicable income tax treaties, which may provide for exemption from or reduction of income or branch profits taxes or other rules different from those described above.

Information Reporting and Backup Withholding for Non-U.S. Holders

A Non-U.S. Holder whose Convertible Notes are tendered and accepted for payment by the Company may be subject to certain information reporting and backup withholding (currently at a rate of 28%) with respect to the receipt of cash in exchange for a Convertible Note. However, such backup withholding generally will not apply if the Non-U.S. Holder certifies its exempt status by timely providing a properly executed IRS Form W-8BEN, W-8ECI or other appropriate form. Non-U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding. Any amount paid as backup withholding would be creditable against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the requisite information is properly and timely provided to the IRS. Copies of information returns may be made available by the IRS to the tax authorities in the country in which a Non-U.S. Holder is a resident under the provision of an applicable income tax treaty or other agreement. See the Letter of Transmittal for additional information.

Consequences to Non-Tendering Non-U.S. Holders

     A Non-U.S. Holder that does not tender its Convertible Notes pursuant to the Tender Offer will not be treated as having sold or otherwise disposed of its Convertible Notes for U.S. federal income tax purposes, and will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Tender Offer.

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MARKET PRICE INFORMATION

     The Convertible Notes are not listed on any national securities exchange or authorized to be quoted in any inter-dealer quotation system of any national securities association. Although certain institutions and securities dealers do provide quotations for and engage in transactions in the Convertible Notes, there is no established public market for the Convertible Notes. We believe that trading in the Convertible Notes has been limited and sporadic. The Convertible Notes are convertible into shares of our Common Stock at the conversion rate of 30.9253 shares of Common Stock per $1,000 principal amount of Convertible Notes or a conversion price (subject to adjustment) of approximately $32.34 per share. Our Common Stock is traded on the New York Stock Exchange under the symbol “FOE.” The closing price of our Common Stock on August 4, 2010 was $11.58 per share. As of June 30, 2010, there were approximately 1,468 holders of record of our common stock.

     The following table shows the quarterly high and low intra-day sales prices as reported by the New York Stock Exchange and dividends declared per share for our Common Stock during each quarter of our last two fiscal years and the third quarter fiscal year 2010 through August 4, 2010.

	Prices
	High		Low		Dividends
Fiscal Year Ended December 31, 2008
First Quarter	$	20.65	$	13.77	$	0.145
Second Quarter		21.10		13.52		0.145
Third Quarter		24.13		17.28		0.145
Fourth Quarter		20.97		5.54		0.145
Fiscal Year Ended December 31, 2009
First Quarter		7.77		0.81		0.01
Second Quarter		6.00		1.33		0.00
Third Quarter		10.46		1.95		0.00
Fourth Quarter		8.98		5.40		0.00
Fiscal Year Ended December 31, 2010
First Quarter		9.16		6.93		0.00
Second Quarter		11.62		6.91		0.00
Third Quarter (through August 4, 2010)		11.59		6.68		—

     If we pay cash dividends in excess of a base dividend amount in any single quarterly period, the conversion rate of the Convertible Notes will be increased by a specified formula. The base dividend amount is $0.145 per share, subject to adjustment in certain events. The Existing Credit Facility currently limits, and the New Credit Facility and the indenture governing the New Notes will limit, the payment of dividends on our Common Stock.

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PERSONS EMPLOYED IN CONNECTION WITH THE TENDER OFFER

Dealer Manager

     Credit Suisse Securities (USA) LLC has been engaged to act as the dealer manager in connection with the Tender Offer. In such capacity, the Dealer Manager will contact Holders regarding the Tender Offer and will request brokers, dealers, commercial banks, trust companies and other nominees to forward the offer documents and related materials to beneficial owners of Convertible Notes. The Dealer Manager will receive reasonable and customary compensation for its services. We also have agreed to reimburse the Dealer Manager for reasonable out-of-pocket expenses incurred in connection with the Tender Offer, including reasonable fees and expenses of counsel, and to indemnify it against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

     At any given time, the Dealer Manager may trade the Convertible Notes of the Company for its own account or for the accounts of customers, and accordingly, may hold a long or short position in the Convertible Notes. The Dealer Manager has provided in the past other investment banking and financial advisory services to the Company for which it was paid customary fees. In the future, it may also provide investment banking and financial advisory services to the Company and/or its affiliates for which it expects to be paid customary fees, including in connection with the New Notes Offering and the New Credit Facility.

     Any Holder or beneficial owner that has questions concerning the terms of the Tender Offer may contact the Dealer Manager at its address and telephone numbers set forth on the back cover page of this Offer to Purchase.

Information Agent and Depositary

     The Company has appointed Global Bondholder Services Corporation as the Information Agent with respect to the Tender Offer. The Company will pay the Information Agent customary fees for its services and reimburse the Information Agent for its reasonable out-of-pocket expenses in connection therewith.

     The Company has also agreed to indemnify the Information Agent for certain liabilities. Requests for additional copies of documentation may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

     Global Bondholder Services Corporation has also been appointed the Depositary for the Tender Offer. All deliveries and correspondence sent to the Depositary should be directed to one of the addresses set forth on the back cover of this Offer to Purchase. The Company will pay the Depositary customary fees for its services and reimburse the Depositary for its reasonable out-of-pocket expenses in connection therewith. The Company has also agreed to indemnify the Depositary for certain liabilities.

Other

     In connection with the Tender Offer, directors and officers of the Company and its affiliates may solicit tenders by use of the mails, personally or by telephone, fax, electronic communication or other similar methods. Members of the Board and officers of the Company will not be specifically compensated for these services. The Company will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and related documents to the beneficial owners of the Convertible Notes and in handling or forwarding tenders of Convertible Notes by their customers.

LETTER OF TRANSMITTAL

     The last sentence of the paragraph on page 2 of the Letter of Transmittal immediately following the introductory phrase “Ladies and Gentlemen” is hereby amended and restated in its entirety as follows: “The undersigned represents and warrants that the undersigned agrees to all of the terms and conditions herein.”

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MISCELLANEOUS

     The Tender Offer is not being made to (nor will tenders of Convertible Notes be accepted from or on behalf of) Holders of Convertible Notes in any jurisdiction in which the making or acceptance of the Tender Offer would not be in compliance with the laws of such jurisdiction. However, the Company, in its sole discretion, may take such action as it may deem necessary to make or extend the Tender Offer in any such jurisdiction.

     No person has been authorized to give any information or make any representation on our behalf that is not contained in this Offer to Purchase or other offer documents and, if given or made, such information or representation should not be relied upon.

     NONE OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER ALL OR A PORTION OF THEIR CONVERTIBLE NOTES PURSUANT TO THE TENDER OFFER. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER OR NOT TO TENDER CONVERTIBLE NOTES AND, IF SO, THE PRINCIPAL AMOUNT OF CONVERTIBLE NOTES AS TO WHICH ACTION IS TO BE TAKEN.

FERRO CORPORATION

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     In order to tender, a Holder should send or deliver a properly completed and signed Letter of Transmittal, certificates for Convertible Notes and any other required documents to the Depositary at the address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Information Agent for the Tender Offer is:

Global Bondholder Services Corporation
65 Broadway — Suite 404
New York, New York 10006
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free (866) 873-7700

The Depositary for the Tender Offer is:

Global Bondholder Services Corporation

By facsimile:
(For Eligible Institutions only):
(212) 430-3775

Confirmation:
(212) 430-3774

By Mail:	By Overnight Courier:	By Hand:
65 Broadway — Suite 404 New York, NY 10006	65 Broadway — Suite 404 New York, NY 10006	65 Broadway — Suite 404 New York, NY 10006

Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the other offer documents may be directed to the Information Agent at its telephone number above. A Holder may also contact the Dealer Manager at its telephone numbers set forth below or such Holder’s custodian for assistance concerning the Tender Offer.

The Dealer Manager for the Tender Offer is:

Credit Suisse
Credit Suisse Securities (USA) LLC
Attn: Liability Management Group
Eleven Madison Avenue
New York, New York 10010
Collect: (212) 538-2147
U.S. Toll free: (800) 820-1653

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EX-99.A.1.III

exv99waw1wiii

EX-99.A.5.II

Exhibit (a)(5)(ii)

NEWS RELEASE

Ferro Corporation Announces Amendment of Tender Offer for its
6.50% Convertible Senior Notes Due 2013

CLEVELAND – August 5, 2010 – Ferro Corporation (NYSE: FOE), announced today that it has amended its previously announced tender offer (the “Tender Offer”) for all of its outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”). The terms and conditions of the Tender Offer, as amended, are set forth in the Supplement No. 1 to the Offer to Purchase, dated August 5, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal, dated July 27, 2010. The Tender Offer has been amended (a) to increase the consideration for the Convertible Notes tendered pursuant to the Tender Offer to $1,030 for each $1,000 principal amount of Convertible Notes tendered and (b) to make the Tender Offer conditioned upon the satisfaction of certain conditions set forth in the Offer to Purchase, including the following:

• Ferro’s successful completion of its previously announced senior notes offering; and

• Ferro’s entry into, and the availability of funds under, a new credit facility.

The Tender Offer will expire at midnight, New York City time, on August 23, 2010 (the “Expiration Date”), unless extended or terminated by Ferro. Holders of Convertible Notes who validly tender their Convertible Notes on or prior to the Expiration Date, and do not validly withdraw, will receive $1,030 for each $1,000 principal amount of Convertible Notes purchased in the Tender Offer, plus accrued and unpaid interest to, but not including, the settlement date. Convertible Notes that have been tendered may be withdrawn at any time on or prior to the Expiration Date.

Holders who have previously validly tendered Convertible Notes do not need to re-tender their Convertible Notes or take any other action in response to this amendment to be eligible to receive the increased consideration.

Credit Suisse Securities (USA) LLC is acting as the Dealer Manager for the Tender Offer and Global Bondholder Services Corporation is acting as Information Agent for the Tender Offer.

None of Ferro, any member of its board of directors, the Dealer Manager, the Information Agent, the Depository or the Trustee is making any recommendation to the holders of the Convertible Notes as to whether to tender or refrain from tendering their Convertible Notes pursuant to the Tender Offer. Holders of the Convertible Notes must decide whether they will tender pursuant to the Tender Offer and, if so, how many Convertible Notes they will tender.

The Tender Offer will be made only by means of the Tender Offer documents, including the Offer to Purchase and the related Letter of Transmittal. Questions regarding the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at 800-820-1653 (toll free) or 212-538-2147. Copies of the Tender Offer documents may be obtained at no charge by directing a request by mail to Global Bondholder Services Corporation, 65 Broadway, Suite 404, New York, NY 10006, or by calling 866-873-7700.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Convertible Notes. The Tender Offer is not being made to holders of Convertible Notes in any jurisdiction in which

the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Ferro Corporation

Ferro Corporation is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 5,200 employees globally and reported 2009 sales of $1.7 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following:

• Demand in the industries into which the Company sells its products may be unpredictable, cyclical or heavily influenced by consumer spending;

• The effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;

• The Company’s ability to successfully implement and/or administer its restructuring programs;

• The Company’s ability to access capital markets, borrowings, or financial transactions;

• The Company’s borrowing costs could be affected adversely by interest rate increases;

• The availability of reliable sources of energy and raw materials at a reasonable cost;

• Competitive factors, including intense price competition;

• Currency conversion rates and changing global economic, social and political conditions;

• The impact of future financial performance on the Company’s ability to utilize its significant deferred tax assets;

• Liens on Ferro assets by lenders could affect the Company’s ability to dispose of property and businesses;

• Restrictive covenants in the Company’s credit facilities could affect strategic initiatives and its liquidity;

• Increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;

• The Company’s ability to successfully introduce new products;

• Stringent labor and employment laws and relationships with employees;

• The Company’s ability to fund employee benefit costs, especially post-retirement costs;

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• Risks and uncertainties associated with intangible assets;

• Potential limitations on the use of operating loss carryforwards and other tax attributes due to significant changes in the ownership of Ferro’s common stock;

• The Company’s presence in the Asia-Pacific region where it can be difficult to compete lawfully;

• The identification of any material weaknesses in internal controls in the future could affect the Company’s ability to ensure timely and reliable financial reports;

• Uncertainties regarding the resolution of pending and future litigation and other claims;

• The Company’s inability to pay dividends on our common stock in the foreseeable future;

• Other factors affecting the business beyond the Company’s control, including disasters, accidents, and governmental actions; and

• The Company’s ability to successfully complete the proposed senior notes offering, tender offer for the convertible notes and new credit facility.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, 2009.

# # #

INVESTOR CONTACT:

David Longfellow
Director, Investor Relations, Ferro Corporation
Phone: 216-875-7155
E-mail: longfellowd@ferro.com

MEDIA CONTACT:

Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-6202
E-mail: aboodm@ferro.com

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CORRESP

Mark Duesenberg
Vice President,
General Counsel
and Secretary Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
Tel 216.641.8550
DuesenbergM@Ferro.com

August 5, 2010

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3628

Attention: Peggy Kim, Special Counsel,
Office of Mergers & Acquisitions

      Re: Ferro Corporation
Schedule TO-I
Filed July 27, 2010
File No. 5-07952                    

Ladies and Gentlemen:

     Ferro Corporation, an Ohio corporation (the “Company” or “we,” “us” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 2, 2010 (the “Comment Letter”), with respect to the Company’s Schedule TO-I, filed July 27, 2010. The Company has amended and restated its Offer to Purchase, dated July 27, 2010, with Supplement No. 1, dated August 5, 2010 (as amended and restated, the “Offer to Purchase”). Today, we are transmitting to the Commission Amendment No. 1 to the Schedule TO-I, which includes the amended and restated Offer to Purchase.

     Below are the Company’s responses to the Comment Letter from the Staff. For the convenience of the Staff, we have repeated each of the Staff’s comments before the corresponding response. References below to the Schedule TO refer to the Schedule TO-I as amended by Amendment No. 1, and references below to the Offer to Purchase refer to the Offer to Purchase as amended and restated by Supplement No. 1.

Schedule TO-I

Item 10. Financial Statements

1. You incorporate your financial statements by reference, but you do not include in the offering document the summarized financial information specified in Item 1010(c) of Regulation M-A, as required by Instruction 6 to Item 10 of Schedule TO. Refer also to Question 7 in Section H. of the Third Supplement of the Manual

Securities and Exchange Commission
August 5, 2010
Page 2

of Publicly Available Telephone Interpretations (July 2001). Please revise your offering document to include the summarized financial information.

Response: The Company has revised the Offer to Purchase to include the summarized financial information specified in Item 1010(c) of Regulation M-A.

Offer to Purchase

2. We note that the offer is subject to the Financing Condition and the Credit Facility Condition. Generally, when an offer is not financed, or when an Offeror’s ability to obtain financing is uncertain, a material change will occur in the information previously disclosed when the offer becomes fully financed. Under Rule 13e-4(d)(2), an Offeror is required to promptly file an amendment to its Schedule TO disclosing this material change. Please confirm that the Offeror will disseminate the disclosure of this change in a manner reasonably calculated to inform security holders as required by Rule 13e-4( e)(3). In addition, please confirm that five business days will remain in the offer following disclosure of the change or that the offer will be extended so that at least five business days remain in the offer. Refer to Exchange Act Release Nos. 23421 (July 11, 1986 at footnote 70) and 24296 (April 3, 1987).

Response:

The Company respectfully advises the Staff that it has revised and clarified the terms and conditions of the tender offer such that the tender offer is conditioned on (a) the consummation of a senior notes offering by the Company (the “New Notes Condition”) and (b) the entry by the Company into a new credit facility (the “New Credit Facility”), and the availability of funds thereunder (the “Credit Facility Condition”). Previously, the Company planned to use the net proceeds of the senior notes offering solely to purchase convertible notes pursuant to the tender offer. However, the Company now intends to use the net proceeds from the senior notes offering to repay all outstanding debt under its existing credit facility and, accordingly, will need to use borrowings under its New Credit Facility, along with the remaining net proceeds from the senior notes offering, to fund the repurchase of the convertible notes pursuant to the tender offer.

The Company confirms that it will publicly announce when each of the New Notes Condition and the Credit Facility Condition has been satisfied, and will promptly file an amendment to the Schedule TO to disclose the satisfaction of these conditions. The Company confirms that five business days will remain in the tender offer following the disclosure that each of the New Notes Condition and the Credit Facility Condition has been satisfied or that the tender offer will be extended so that at least five business days will remain in the tender offer.

3. We note the Offeror’s right to waive conditions. If the Offeror decides to waive any material conditions, please note that the Offeror must expressly announce its

Securities and Exchange Commission
August 5, 2010
Page 3

decision in a manner reasonably calculated to inform security holders of the waiver. In this regard, it appears that the waiver of the Financing Condition or Credit Facility Condition would constitute a material change requiring that at least five business days remain in the offer after such waiver. Please supplementally confirm your understanding.

Response: The Company hereby confirms its understanding that the waiver of the New Notes Condition or the Credit Facility Condition by the Company would constitute a material change requiring that at least five business days remain in the tender offer after such waiver.

Forward-Looking Statements, page v

4. Please revise to omit the reference to the Private Securities Litigation Reform Act of 1995, since the safe harbor is not available for statements made in connection with a tender offer. Refer to Section 27A(b)(2)(C) of the Securities Act and Section 21 E(b)(2)(C) of the Exchange Act. Please also refrain from making further references to the PLSRA or its safe harbor provision in any future press releases or other communications relating to the tender offer.

Response: The Company has revised its disclosure on page v of the Offer to Purchase to remove the reference to the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995. The Company hereby confirms that it will refrain from making further references to the PLSRA or its safe harbor provision in any future press releases or other communications relating to the tender offer.

Source and Amount of Funds, page 6

5. You state that borrowing under the New Credit Facility will be used to fund the offer. Please revise to include all of the information required by Item 1007(d) of Regulation M-A and file the loan agreement as an exhibit to the Schedule, as required by Item 1016(b) of Regulation M-A.

Response: The Company respectfully advises the Staff that, while it is currently in negotiations with the lenders under its existing credit facility regarding the New Credit Facility, it has not yet obtained a commitment for the full amount of the New Credit Facility or finalized the credit documents governing the New Credit Facility. The Company will amend the Schedule TO promptly after it enters into the New Credit Facility to include all of the information required by Item 1007(d) of Regulation M-A and to file the loan agreement as an exhibit to the Schedule TO.

6. On page 11 you indicate that the offer is conditioned on either entering into a New Credit Facility or amending the Existing Credit Facility. Please revise to clarify whether the Existing Credit Facility is a source of funds or an alternative

Securities and Exchange Commission
August 5, 2010
Page 4

financing source for the offer. Refer to Item 1007(a), (b) and (d) of Regulation M-A.

Response: The Company has revised the applicable disclosure in the Offer to Purchase to remove any references to an amendment to its existing credit facility and to clarify that the New Notes and the New Credit Facility are the financing sources for the tender offer.

Acceptance for Purchase and Payment, page 7

7. In the first full paragraph on page 8, we note that you reserve the right to transfer or assign the right to purchase the Convertible Notes in this offer. Please confirm your understanding that any entity to which you assign the right to purchase shares in this offer must be included as an offeror in this offer. Adding additional offerors may require you to disseminate additional offer materials and to extend the term of the offer.

Response: The Company has revised the language in the Offer to Purchase to remove any statements regarding the Company’s right to transfer or assign the right to purchase the convertible notes in the tender offer.

Procedures for Tendering Convertible Notes, page 8

8. Explain to us the purpose of the language that your interpretation of the conditions of the offer will be final and binding. Please disclose that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties. In addition, please disclose that security holders may challenge your determinations.

Response: The Company has revised the language in the Offer to Purchase to remove any statements that the Company’s interpretation of the terms of the tender offer will be final and binding.

Conditions of the Tender Offer, page 11

9. You state that any condition may be waived “in whole or in part at any time and from time to time.” All conditions to the tender offer, other than those dependent upon the receipt of any governmental approvals necessary to consummate the offer, must be satisfied or waived on or before the expiration of the offer. Please revise this language to clarify.

Response: The Company has revised the Offer to Purchase to clarify that all conditions to the tender offer, other than those dependent upon the receipt of any governmental approvals necessary to consummate the tender offer, must be satisfied or waived at or before the expiration of the tender offer.

Securities and Exchange Commission
August 5, 2010
Page 5

10. Please refer to the language relating to your failure to exercise any of the rights described in this section. This language implies that once a condition is triggered, you must decide whether or not to assert it. Please note that when a condition is triggered and you decide to proceed with the offer anyway, the staff believes that this constitutes a waiver of the triggered condition. Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language suggests, simply fail to assert a triggered condition and effectively waive it without officially doing so. Please confirm your understanding supplementally, or revise your disclosure.

Response: The Company has revised the Offer to Purchase to remove the language relating to its failure to exercise any of its rights. The Company confirms its understanding that proceeding with the tender offer after a condition is triggered constitutes a waiver of the triggered condition and that such waiver may be sufficiently material to require an extension of the tender offer and the circulation of a new disclosure to security holders. The Company confirms its understanding that it may not simply fail to assert a triggered condition and not officially waive such triggered condition.

Letter of Transmittal

11. We note that you require holders to represent and warrant that they have “read” the Offer Documents. Please revise this language since it implies that security holders may waive their rights under the federal securities laws.

Response: The Company has revised the language in the Offer to Purchase to amend and restate its disclosure in the first paragraph on page 2 of the Letter of Transmittal to remove the acknowledgement that the security holder has “read” the Offer Documents in response to this comment.

* * *

     We acknowledge that:

• The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission
August 5, 2010
Page 6

     If you have any questions regarding these matters, please do not hesitate to contact the undersigned at 216-875-6245.

Sincerely,


/s/ Mark Duesenberg

Mark Duesenberg
Vice President, General Counsel
and Secretary