As filed with the Securities and Exchange Commission on July 25, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO-T/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
SMC CORPORATION
(Name of Subject Company (Issuer))
MONACO COACH CORPORATION
SALMON ACQUISITION, INC.,
a wholly owned subsidiary of Monaco Coach Corporation
(Names of Filing Persons (Offerors))
COMMON STOCK
(Title of Class of Securities)
784460107
(CUSIP Number of Class of Securities)
Richard E. Bond, Esq.
Monaco Coach Corporation
91320 Industrial Way
Coburg, Oregon 97408
Telephone: (541) 686-8011
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Henry P. Massey, Jr., Esq.
Michael J. Kennedy, Esq.
Eric John Finseth, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
|---|---|---|
| $21,258,716 | $4,252 | |
| Amount Previously Paid: | $4,252 | Filing Party: | Monaco Coach Corporation | |||
| Form or Registration No.: | Schedule TO-T (5-49775) | Date Filed: | July 5, 2001 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: / /
This Schedule TO-T/A (Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO-T filed with the Commission on July 5, 2001 by Monaco Coach Corporation, a Delaware corporation ("Parent"), and Salmon Acquisition, Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Purchaser"), as amended by the Schedule TO-T/A (Amendment No. 1) filed by Parent and Purchaser with the Commission on July 24, 2001, relating to Purchaser's offer to purchase all the outstanding shares of Common Stock (the "Shares") of SMC Corporation, an Oregon corporation (the "Company"), at a purchase price of $3.70 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 5, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed with such Schedule TO-T on July 5, 2001 as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO-T/A (Amendment No. 2) is being filed on behalf of Purchaser and Parent.
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.
The first sentence of the final paragraph of Section 11 ("Contacts and Transactions with the Company; Background of the Offer") of the Offer to Purchase on page 21 thereof is hereby amended to read in its entirety as follows:
"During the Offer, Parent intends to remain in contact with the Company and its directors, officers and shareholders to gather additional information concerning the Company, its administrative systems and its operations with a view toward planning for post-Offer integration of the two companies."
ITEM 12. Exhibits.
| (a)(1)(A)* | Offer to Purchase dated July 5, 2001. | |
(a)(1)(B)* | Letter of Transmittal. | |
(a)(1)(C)* | Notice of Guaranteed Delivery. | |
(a)(1)(D)* | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(1)(F)* | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G) | Press Release issued by Parent on June 25, 2001 (incorporated by reference to Parent's Schedule TO (preliminary communication) filed with the Commission on June 25, 2001, Exhibit 99.(a)(5)). | |
(a)(1)(H)* | Summary Newspaper Advertisement published July 5, 2001 in the New York Times. | |
(a)(1)(I)** | Transcript of Parent's telephonic conference call with investors on June 26, 2001. | |
(a)(1)(J)** | Press Release issued by Parent on July 23, 2001. | |
(a)(1)(K)** | Press Release issued by Parent on July 24, 2001. | |
(a)(1)(L) | Transcript of Parent's telephonic conference call with investors on July 24, 2001. | |
(b)(1) | Credit Agreement dated January 12, 2001 by and between Parent and U.S. Bank N.A. (incorporated by reference to Parent's Quarterly Report on Form 10-Q filed with the Commission on May 15, 2001, Exhibit 10.1). |
(b)(2)** | Waiver Letter received July 5, 2001 from U.S. Bank N.A. | |
(d)(1) | Agreement and Plan of Merger dated as of June 23, 2001, among Parent, Purchaser and the Company (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(2)(b)). | |
(d)(2) | Shareholder's Agreement dated as of June 23, 2001, among Parent, Purchaser and Mathew M. Perlot (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(3)(a)). | |
(d)(3) | Shareholder's Agreement dated as of June 23, 2001, among Parent, Purchaser and Curtis W. Lawler (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(3)(b)). | |
(d)(4)* | Letter Agreement dated as of June 22, 2001, among Parent, the Company and Mathew M. Perlot. | |
(d)(5)* | Letter Agreement dated as of June 22, 2001, among Parent, the Company and Curtis W. Lawler. | |
(d)(6)* | Confidentiality Agreement dated March 21, 2001 between Parent, the Company and McDonald Investments Inc. | |
(g) | Not applicable. | |
(h) | Not applicable. |
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.
| SALMON ACQUISITION, INC. | ||||
By: | /s/JOHN W. NEPUTE Name: John W. Nepute Title: President | |||
MONACO COACH CORPORATION | ||||
By: | /s/JOHN W. NEPUTE Name: John W. Nepute Title: President | |||
Dated: July 25, 2001
| Exhibit No. | Document | |
|---|---|---|
| (a)(1)(A)* | Offer to Purchase dated July 5, 2001. | |
(a)(1)(B)* | Letter of Transmittal. | |
(a)(1)(C)* | Notice of Guaranteed Delivery. | |
(a)(1)(D)* | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(1)(F)* | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G) | Press Release issued by Parent on June 25, 2001 (incorporated by reference to Parent's Schedule TO (preliminary communication) filed with the Commission on June 25, 2001, Exhibit 99.(a)(5)). | |
(a)(1)(H)* | Summary Newspaper Advertisement published July 5, 2001 in the New York Times. | |
(a)(1)(I)** | Transcript of Parent's telephonic conference call with investors on June 26, 2001. | |
(a)(1)(J)** | Press Release issued by Parent on July 23, 2001. | |
(a)(1)(K)** | Press Release issued by Parent on July 24, 2001. | |
(a)(1)(L) | Transcript of Parent's telephonic conference call with investors on July 24, 2001. | |
(b)(1) | Credit Agreement dated January 12, 2001 by and between Parent and U.S. Bank N.A. (incorporated by reference to Parent's Quarterly Report on Form 10-Q filed with the Commission on May 15, 2001, Exhibit 10.1). | |
(b)(2)** | Waiver Letter received July 5, 2001 from U.S. Bank N.A. | |
(d)(1) | Agreement and Plan of Merger dated as of June 23, 2001, among Parent, Purchaser and the Company (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(2)(b)). | |
(d)(2) | Shareholder's Agreement dated as of June 23, 2001, among Parent, Purchaser and Mathew M. Perlot (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(3)(a)). | |
(d)(3) | Shareholder's Agreement dated as of June 23, 2001, among Parent, Purchaser and Curtis W. Lawler (incorporated by reference to Parent's Schedule 13D filed with the Commission on July 3, 2001, Exhibit 99.(3)(b)). | |
(d)(4)* | Letter Agreement dated as of June 22, 2001, among Parent, the Company and Mathew M. Perlot. | |
(d)(5)* | Letter Agreement dated as of June 22, 2001, among Parent, the Company and Curtis W. Lawler. |
(d)(6)* | Confidentiality Agreement dated March 21, 2001 between Parent, the Company and McDonald Investments Inc. | |
(g) | Not applicable. | |
(h) | Not applicable. |
