-----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, BqjHY/t75ntVL+kVd8QueaKh4R3DFzibqSgHX7JTrKB2DVVSbUbFZyYOBIrmmuAx CUjbfbUQtvhYNV19MvMNDQ== 0000895345-02-000355.txt : 20020614 0000895345-02-000355.hdr.sgml : 20020614 20020614152437 ACCESSION NUMBER: 0000895345-02-000355 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133645590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45242 FILM NUMBER: 02679428 BUSINESS ADDRESS: STREET 1: 12140 COMMUNITY ROAD CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: 8585131801 MAIL ADDRESS: STREET 1: 15822 BERNARDO CENTER DRIVE STREET 2: 15822 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133645590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 12140 COMMUNITY ROAD CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: 8585131801 MAIL ADDRESS: STREET 1: 15822 BERNARDO CENTER DRIVE STREET 2: 15822 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 SC TO-I/A 1 trsctoia.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - ------------------------------------------------------------------------------- SCHEDULE TO (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) - ------------------------------------------------------------------------------- ALDILA, INC. (Name of Subject Company (Issuer) and Filing Person Offeror)) - ------------------------------------------------------------------------------- Options to Purchase Common Stock, Par Value $0.01 Per Share, Having an Adjusted Exercise Price of $13.32 or More (Title of Class of Securities) - ------------------------------------------------------------------------------- 014384101 (CUSIP Number of Class of Securities) - ------------------------------------------------------------------------------- Robert J. Cierzan 12140 Community Road Poway, California 92064 (858) 513-1801 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) with a copy to: Edward S. Rosenthal Fried, Frank, Harris, Shriver & Jacobson 350 South Grand Avenue, 32nd Floor Los Angeles, CA 90071 (213) 473-2000 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- - ------------------------------------- ----------------------------------------- Transaction Valuation* $66,217.59 Amount Of Filing Fee $13.24** - ------------------------------------- ----------------------------------------- * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 935,000 shares of common stock of Aldila, Inc. having an aggregate value of $66,217.59 as of May 30, 2002 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. ** Previously paid. |_| 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: Not applicable Form or Registration No.: Not applicable Filing Party: Not applicable Date Filed: Not applicable |_| 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 No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission (the "Commission") on May 30, 2002, relating to our offer to exchange outstanding options to purchase shares of our common stock, par value $0.01 per share, having an exercise price per share of $4.44 or more before the effectiveness of our 1-for-3 reverse stock split (which became effective prior to the opening of business on June 4, 2002) and $13.32 or more giving effect to the 1-for-3 reverse stock split, for new options with an exercise price to be determined, and the related Letter of Transmittal. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in Exhibit (a)(7) attached hereto is hereby incorporated by reference. (b) The information set forth in Exhibit (a)(7) attached hereto is hereby incorporated by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and restated as follows, so as to rename Exhibit (a)(7), Exhibit (a)(8) and Exhibit (a)(9) as Exhibit (a)(9), Exhibit (a)(10) and Exhibit (a)(11), respectively, and to add a new Exhibit (a)(7) and Exhibit (a)(8). (a) (1) Offer to Exchange, dated May 30, 2002.* (2) Form of Letter of Transmittal.* (3) Letter to Offerees, dated May 30, 2002.* (4) Form of Notice of Change in Election From Accept to Reject.* (5) Form of Notice of Change in Election From Reject to Accept.* (6) Form of Checklist From Aldila's Human Resources Department for Employees.* (7) Supplement to Aldila Stock Option Exchange Offer. (8) Notice of Expiration of Aldila Stock Option Exchange Offer. (9) Aldila, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2001 (Filed with the Securities and Exchange Commission on April 9, 2002 and incorporated herein by reference). (10) Aldila, Inc. Definitive Proxy Statement on Schedule 14A (Filed with the Securities and Exchange Commission on April 10, 2002 and incorporated herein by reference). (11) Aldila, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2002 (Filed with the Securities and Exchange Commission on May 13, 2002 and incorporated herein by reference). (b) Not applicable. (d) (1) Aldila, Inc. 1994 Stock Incentive Plan, as amended and restated (Filed as attachment A-1 in the Company's 2000 Proxy Statement and registered on the Company's Form S-8 (Registration No. 333-57754) and incorporated herein by reference). (2) Form of Incentive Stock Option Agreement pursuant to the Option Plan.* (3) Form of Non-Qualified Stock Option Agreement pursuant to the Option Plan.* ------------------------------ * Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct. ALDILA, INC. /s/ Robert J. Cierzan Robert J. Cierzan Vice President, Finance, Secretary and Treasurer June 14, 2002 - ------------------------------------------------------------------------------- INDEX TO EXHIBITS - ------------------------------------------------------------------------------- Exhibit Number Description - ------------------------------------------------------------------------------- (a)(1) Offer to Exchange, dated May 30, 2002.* (a)(2) Form of Letter of Transmittal.* (a)(3) Letter to Offerees, dated May 30, 2002.* (a)(4) Form of Notice of Change in Election From Accept to Reject.* (a)(5) Form of Notice of Change in Election From Reject to Accept.* (a)(6) Form of Checklist From Aldila's Human Resources Department for Employees.* (a)(7) Supplement to Aldila Stock Option Exchange Offer. (a)(8) Notice of Expiration of Aldila Stock Option Exchange Offer. (a)(9) Aldila, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2001 (Filed with the Securities and Exchange Commission on April 9, 2002 and incorporated herein by reference). (a)(10) Aldila, Inc. Definitive Proxy Statement on Schedule 14A (Filed with the Securities and Exchange Commission on April 10, 2002 and incorporated herein by reference). (a)(11) Aldila, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2002 (Filed with the Securities and Exchange Commission on May 13, 2002 and incorporated herein by reference). (d)(1) Aldila, Inc. 1994 Stock Incentive Plan, as amended and restated (Filed as attachment A-1 in the Company's 2000 Proxy Statement and registered on the Company's Form S-8 (Registration No. 333-57754) and incorporated herein by reference). (d)(2) Form of Incentive Stock Option Agreement pursuant to Option Plan.* (d)(3) Form of Non-Qualified Stock Option Agreement pursuant to Option Plan.* * Previously filed. ------------------------------ EX-99.(A)(7) 3 offersupmt.txt EXHIBIT (A)(7) ALDILA, INC. To: Participants in the Aldila, Inc. Stock Option Exchange Offer Date: June 14, 2002 Re: Supplement to Aldila, Inc. Stock Option Exchange Offer Please read this message in its entirety This letter provides supplemental information to the Offer to Exchange that was previously distributed to you which you should consider in deciding whether to participate in (or modify or withdraw from participation in) the Aldila Stock Option Exchange Offer. Any terms that are not otherwise defined in this letter shall have the meaning given to them in the Offer to Exchange. In deciding whether to participate in (or to modify or withdraw from participation in) the Aldila Stock Option Exchange Offer, please consider the information set forth below in making your decision. The information set forth below amends the information provided in the Offer to Exchange. o If you do not wish to participate in the offer, you are not required to return the Letter of Transmittal included with your offer materials, notwithstanding any statement to the contrary contained in the Offer to Exchange or the Letter of Transmittal, and the Offer to Exchange and the Letter of Transmittal should be deemed to be amended to delete any such requirement. However, as noted in the Offer to Exchange and the Letter of Transmittal, you will be deemed to have rejected the offer if you do not properly execute and deliver the Letter of Transmittal and any other required documents to us prior to the expiration of the offer at 5:00 p.m. San Diego, California time on June 28, 2002. o If we extend the offer, Aldila will make a public announcement of such extension no later than 6:00 a.m., San Diego, California time (9:00 a.m. Eastern time) on the next business day following the previously scheduled expiration of the offer period, and the Offer to Exchange should be deemed to be amended accordingly. Based on the currently scheduled expiration date of the offer, June 28, 2002, we will therefore make a public announcement of any extension of the offer no later than 6:00 a.m. San Diego, California time on July 1, 2002. o Promptly after the expiration of the offer, we will notify you whether any options you tender for exchange have been accepted for exchange. A form of the notice we will provide to you has been filed as Exhibit (a)(8) to Aldila's Amendment No. 1 to Schedule TO, filed with the SEC on June 14, 2002. o As of the date hereof, Aldila has been informed by each of its officers who are eligible to participate in the offer that they plan to tender their options for exchange. Non-management directors are not eligible to participate in the offer. o Section 18 (Forward-Looking Statements; Miscellaneous) of the Offer to Exchange is hereby amended to remove references to forward-looking statements "as defined in the Private Securities Litigation Reform Act of 1995," due to the fact that those sections of the Act do not apply to forward-looking statements made in connection with a tender offer such as the Aldila Stock Option Exchange Offer. The relevant paragraph of Section 18 now reads as follows (with the amended sentence italicized): WITH THE EXCEPTION OF HISTORICAL INFORMATION (INFORMATION RELATING TO OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS AT HISTORICAL DATES OR FOR HISTORICAL PERIODS), THIS OFFER TO EXCHANGE AND OUR SEC REPORTS REFERRED TO ABOVE INCLUDE "FORWARD-LOOKING STATEMENTS." Our forward-looking statements are necessarily based on certain assumptions and are subject to certain risks or uncertainties. We do not undertake any responsibility to update these statements in the future. Our actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of a variety of factors. These forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "plans," "may," "will," "would," "could," "should," or "anticipates" or the negative of these words or other variations of these words or other comparable words, or by discussions of strategy that involve risks and uncertainties. All such forward-looking statements are qualified by the inherent risks and uncertainties surrounding expectations generally, and may materially differ from our actual experience involving any one or more of these matters and subject areas. Our Report or Form 10-K for the year ended December 31, 2001 presents a more detailed discussion of these and other risks related to the forward-looking statements in this offer, in particular under "Business Risks" in Part I, Item 1 of the Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 7 of the Form 10-K. We are not making this offer to, nor will we accept any tender of options from or on behalf of, option holders in any jurisdiction in which the offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any actions necessary for us to make this offer to option holders in any such jurisdiction. Our Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. Please also note that the 1-for-3 reverse stock split of our common stock referred to in the Offer to Exchange became effective before the opening of business on June 4, 2002. Please be aware that in order to participate in (or modify or withdraw from participation in) the Aldila Stock Option Exchange Offer, you must complete, sign and fax or deliver a copy of the Letter of Transmittal in accordance with its instructions and any other required documents to us at Aldila, Inc., by 5:00 p.m., San Diego, California time on June 28, 2002 to the following address: Aldila, Inc. Attention: Stock Option Exchange Offer, 12140 Community Road, Poway, California 92064, telephone: (858) 513-1801; facsimile: (858) 513-1870. If you have any questions, please contact Scott Bier or Bob Cierzan at (858) 513-1801. EX-99.(A)(8) 4 acceptopt.txt EXHIBIT (A)(8) ALDILA, INC. To: Participants in the Aldila, Inc. Stock Option Exchange Offer Date: June 14, 2002 Re: Notice of Acceptance of Outstanding Options for Exchange The purpose of this notice is to inform you that your outstanding options ("old options") have been accepted for exchange and cancellation under, and in accordance with, the terms of the Offer to Exchange previously distributed to you, and the related Letter of Transmittal that you completed and returned. The cancellation date of the old options is June 28, 2002, the date of the expiration of the offer. The new options to be granted to you in exchange for the canceled old options will be granted on December 31, 2002, the first business day that is at least six months and one day after the old option cancellation date of June 28, 2002. The number of shares of common stock subject to new options to be granted to you will be equal to 25% of the number of shares subject to the options tendered by you and accepted for exchange by us, as adjusted to take account of the 1-for-3 reverse stock split of our common stock that became effective before the opening of business on June 4, 2002, in accordance with the terms of the Offer to Exchange. Please contact Scott Bier or Bob Cierzan with any questions. -----END PRIVACY-ENHANCED MESSAGE-----