-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EijZNYZLRjfw20LYwP1Y+G7Tjf3NrPUqmjtbYwcWjI4AsFC2mdY0DBJXXEq5gvS4 +dogmlLx9f2Y6W0lDClrlA== 0000950137-06-013860.txt : 20061219 0000950137-06-013860.hdr.sgml : 20061219 20061219134528 ACCESSION NUMBER: 0000950137-06-013860 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELL MICROPRODUCTS INC CENTRAL INDEX KEY: 0000900708 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 943057566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43709 FILM NUMBER: 061285943 BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINOWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELL MICROPRODUCTS INC CENTRAL INDEX KEY: 0000900708 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 943057566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINOWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 SC TO-I/A 1 c10732a2sctoviza.txt AMENDMENT TO SCHEDULE TO-I ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- BELL MICROPRODUCTS INC. (Name of Subject Company (issuer)) BELL MICROPRODUCTS INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) 3 3/4 % CONVERTIBLE SUBORDINATED NOTES, SERIES B DUE 2024 078137AC0 (Title of Class of Securities) (CUSIP Number of Class of Securities) Copies to: HOLLY ANDERSON MELODIE R. ROSE CORPORATE SECRETARY FREDRIKSON & BYRON, P.A. BELL MICROPRODUCTS INC. 200 SOUTH SIXTH STREET, SUITE 4000 1941 RINGWOOD AVENUE MINNEAPOLIS, MN 55402 SAN JOSE, CALIFORNIA 95131 (612) 492-7000 (408) 451-9400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $109,850,000 $11,753.95 - -------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee. The purchase price of the 3 3/4 % Convertible Subordinated Notes, Series B due 2024, as described herein, is $1,000 per $1,000 principal amount outstanding. ** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $107 for each $1,000,000 of the value of the transaction. Previously paid. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $11,753.95 Filing party: Bell Microproducts Inc. Form or Registration No.: Schedule TO Date Filed: 12/13/06
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] Third-party tender offer subject to Rule 14d-1 [X] Issuer tender offer subject to Rule 13e-4. [ ] Going-private transaction subject to Rule 13e-3. [ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment (the "Amendment") to Tender Offer Statement on Schedule TO (the "Schedule TO") is being filed by Bell Microproducts Inc. (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer (as amended or supplemented, the "Tender Offer") to purchase for cash any and all outstanding 3 3/4 % Convertible Subordinated Notes, Series B due 2024 (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 13, 2006, as amended by this Amendment (the "Offer to Purchase"), and in the related Letter of Transmittal, which are Exhibits (a)(1) and Exhibit (a)(2) to the Schedule TO, respectively. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Offer to Purchase. Except as set forth in this Amendment, the terms of the Tender Offer remain the same as set forth in the Offer to Purchase. ITEMS 1, 4(a)(1), 7(b) AND 11(b). Items 1, 4(a)(1), 7(b) and 11(b) of the Schedule TO are hereby amended and supplemented by adding the following: On December 19, 2006, the Company reported the results of the Company's Consent Solicitation related to its outstanding Notes pursuant to the Company's previously announced Consent Solicitation. The press release issued by the Company on December 19, 2006 reporting the results of the Consent Solicitation is attached hereto as Exhibit (a)(7) and incorporated herein by reference. A Supplement to the Offer to Purchase dated December 19, 2006 is attached hereto as Exhibit (a)(6) and incorporated herein by reference. 2 ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. Item 3 is hereby amended and supplemented to delete the reference to Roger V. Smith as a director and to add the following:
NAME POSITION ADDRESS Michael J. Grainger Director 30452 Via Andalusia San Juan Capistrano, CA 92675
ITEM 12. EXHIBITS. Item 12(a) of the Schedule TO is hereby amended and supplemented by adding the following language thereto: (a)(6) Supplement to Offer to Purchase, dated December 19, 2006. (7) Press Release issued by the Company on December 19, 2006. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 19, 2006 BELL MICROPRODUCTS INC. By: /s/ W. Donald Bell ------------------------------------------- Name: W. Donald Bell Its: Chairman and Chief Executive Officer 4 EX-99.(A)(6) 2 c10732a2exv99wxayx6y.txt SUPPLEMENT TO OFFER TO PURCHASE SUPPLEMENT TO OFFER TO PURCHASE DATED DECEMBER 19, 2006 BELL MICROPRODUCTS INC. OFFER TO PURCHASE ANY AND ALL OF OUTSTANDING $109,850,000 AGGREGATE PRINCIPAL AMOUNT OF 3 3/4% CONVERTIBLE SUBORDINATED NOTES, SERIES B DUE 2024 (CUSIP NO. 078137AC0) THIS TENDER OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON JANUARY 18, 2006, UNLESS EXTENDED (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE "EXPIRATION DATE"). This Supplement dated December 19, 2006 (the "Supplement") to the Offer to Purchase, dated December 13, 2006 (the "Offer to Purchase"), relating to the tender offer by Bell Microproducts Inc. ("Bell Microproducts"), to purchase any and all of the Notes, amends and supplements the Offer to Purchase and the related Letter of Transmittal dated December 13, 2006 (the "Letter of Transmittal") as set forth below. Capitalized terms used but not defined in this Supplement have the respective meanings assigned to them in the Offer to Purchase. This Supplement should be read together with the Offer to Purchase and the related Letter of Transmittal. All references to and requirements regarding the Offer to Purchase and the Letter of Transmittal contained in any document used by or on behalf of Bell Microproducts in connection with the tender offer shall be deemed to refer to the Offer to Purchase and the Letter of Transmittal, respectively, as amended and supplemented by this Supplement. Except as set forth herein, all terms and conditions of the tender offer remain unchanged and in full force and effect. SUMMARY OF THE AMENDMENTS TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL Under the terms of the amended tender offer: - The Consent Solicitation, as defined in the Offer to Purchase, has been completed with holders of $109,475,000 aggregate principal amount of the outstanding Notes (which is in excess of the requisite majority of the outstanding principal amount) consenting to a waiver of defaults arising from the failure to file all reports and other information and documents which Bell Microproducts is required to file with the SEC and the trustee of the Notes. The Noteholders have also agreed to amend the indenture to eliminate any provision that would trigger a default for the failure to file or deliver any reports required to be filed with the SEC or trustee and to add a provision to allow for a special interest payment to Noteholders if an eligible tender offer is not completed by February 1, 2007. The definition of eligible tender offer has been revised to be one that we have commenced and held open for at least twenty business days, and in which we have repurchased all Notes validly tendered at a price of at least $1,000 for each $1,000 principal amount of validly tendered Notes, prior to February 1, 2007. This tender offer is intended to be an eligible tender offer under the amended indenture. The condition to this tender offer that the requisite consents be obtained has been satisfied. The Dealer Manager is: CREDIT SUISSE SECURITIES (USA) LLC EX-99.(7) 3 c10732a2exv99wx7y.txt PRESS RELEASE [BELL MICROPRODUCTS LOGO] CONTACT: Rob Damron Investor Relations Representative Bell Microproducts Inc. (414) 224-1668 ir@bellmicro.com FOR IMMEDIATE RELEASE BELL MICROPRODUCTS ANNOUNCES RESULTS OF CONSENT SOLICITATION; OBTAINS NOTEHOLDER WAIVERS AND PROCEEDS WITH TENDER OFFER December 19, 2006--Bell Microproducts Inc. (Nasdaq: BELM) (the "Company") today announced the results of its consent solicitation relating to its $109,850,000 outstanding 3 3/4% Convertible Subordinated Notes, Series B due 2024 (the "Notes"). Holders of $109,475,000 aggregate principal amount of the outstanding Notes (which is in excess of the requisite majority of the outstanding principal amount) have consented to a waiver of defaults arising from the failure to file all reports and other information and documents which it is required to file with the SEC and the trustee. Further, these holders have agreed to amend the indenture to eliminate any provision that would trigger a default for the failure to file or deliver any reports required to be filed with the SEC or the trustee, and to add a provision for a special interest payment to holders of Notes if an eligible tender offer for the outstanding Notes is not completed prior to February 1, 2007. INFORMATION REGARDING THE TENDER OFFER On December 13, 2006, the Company commenced a tender offer for the Notes that is intended to qualify as an eligible tender offer under the amended indenture. Credit Suisse is acting as the Dealer Manager for the tender offer for the Notes. Questions regarding the tender offer may be directed to Credit Suisse at 800-820-1653 (toll-free) or at 212-325-7596. Global Bondholder Services Corporation will act as the Information Agent for the tender offer for Notes. Requests for documents related to the tender offers may be directed to Global Bondholder Services Corporation at 866-924-2200 (toll-free) or at 212-430-3774. This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only through an Offer to Purchase and related materials. Holders of the Notes should read carefully the Offer to Purchase and related materials because they contain important information. Bell Micro has mailed a copy of the applicable Offer to Purchase to each holder of the Notes on the applicable record date for mailing. In addition, holders of the Notes and investors may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Bell Micro has filed with the SEC relating to the tender offer at the SEC's website at www.sec.gov. These materials contain important information and holders of the Notes are urged to read them carefully prior to making any decision with respect to the tender offer. ABOUT BELL MICROPRODUCTS Bell Microproducts is an international, value-added distributor of a wide range of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. An industry-recognized specialist in storage products, this Fortune 1000 company is one of the world's largest storage-centric value-added distributors. Bell Microproducts is uniquely qualified with deep technical and application expertise to service a broad range of information technology needs. From design to deployment, its products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. More information can be found in the Company's SEC filings, or by visiting the Bell Microproducts Web site at www.bellmicro.com. SAFE HARBOR STATEMENT This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which include the Company's intentions with respect to its tender offer involve known and unknown risks and uncertainties which could cause actual results or facts to differ materially from such statements for a variety of reasons including, but not limited the risks described from time to time in the Company's reports to the Securities and Exchange Commission (including the Company's Annual Report on Form 10-K). Additional risk factors, which are described in more detail in the Offer to Purchase, may include: - the risk that we will not be able to complete financing for the Offer to Purchase; - the ultimate outcome and timing of our financial statement restatement process, including the stock option review; - risks arising from material weaknesses in our internal control over financial reporting; - potential adverse effects to our financial condition, results of operations or prospects as a result of any required adjustments to prior period financial statements, and the incurrence of costs related to the restatement and consent solicitation processes and the tender offer; - risks associated with our inability to prepare and timely file financial statements; - potential adverse effects if there are additional adverse accounting-related developments; - potential adverse developments from enforcement actions that may be commenced by regulatory agencies, including delisting of our common stock from the Nasdaq Global Market; - potential downgrades in the credit ratings of our securities; and - risks associated with our business operations as identified in our SEC filings. Investors should take such risks into account when making investment decisions. Shareholders, Noteholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update publicly or revise any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----