Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 6 to
Schedule TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMX Corporation
(Name of Subject Company)
Amherst Acquisition Co.
a wholly-owned subsidiary of
Thrall Omni Company, Inc.
an affiliate of
Duchossois Industries, Inc.
(Name of Filing Person-Offerors)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
00180C10 5
(CUSIP Number of Class of Securities)
David L. Filkin
Vice President, Secretary and General Counsel
Duchossois Industries, Inc.
845 Larch Avenue
Elmhurst, Illinois 60126
(630) 279-3600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
Elizabeth C. Kitslaar, Esq.
Jones Day
77 West Wacker
Chicago, Illinois 60601
Telephone: (312) 269-4114
Calculation of Filing Fee
| Transaction Valuation* $307,287,562.50 | Amount of Filing Fee** $36,167.75 |
| Amount Previously Paid: $36,167.25 | Filing Party: Duchossois Industries, Inc.; Thrall Omni Company, Inc.; Amherst Acquisition Co. | |
| Form or Registration No.: Schedule TO-T | Date Filed: February 24, 2005 |
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: ý
This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO filed on February 24, 2005 with the Securities and Exchange Commission, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed on March 1, 2005, Amendment No. 2 to the Tender Offer Statement on Schedule TO filed on March 9, 2005, Amendment No. 3 to the Tender Offer Statement on Schedule TO filed on March 16, 2005, Amendment No. 4 to the Tender Offer Statement on Schedule TO filed on March 18, 2005 and Amendment No. 5 to the Tender Offer Statement on Schedule TO filed on March 24, 2005 (as so amended and supplemented, the "Schedule TO"), by Amherst Acquisition Co., a Texas corporation ("Subcorp") and a wholly owned subsidiary of Thrall Omni Company, Inc., a Delaware corporation ("Thrall Omni"), which is an affiliate of Duchossois Industries, Inc., an Illinois corporation ("DII"). The Schedule TO relates to the offer by Subcorp to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of AMX Corporation, a Texas corporation ("AMX"), for $22.50 per Share, net to the seller in cash upon the terms and subject to the conditions set forth in the Supplement to the Offer to Purchase, dated March 16, 2005 (the "Supplement"), the Offer to Purchase, dated February 24, 2005 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Supplement and the Offer to Purchase, and any amendments or supplements hereto or thereto, collectively constitute the Offer). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Offer to Purchase.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by the following:
The subsequent offering period expired at 5:00 p.m., New York City time, on April 7, 2005. Subcorp accepted all Shares properly tendered, as they were tendered, during the subsequent offering period and promptly paid for all such Shares at a price of $22.50 per Share, without interest, which was the same price offered for Shares tendered in the initial offering period. The Bank of New York, the Depositary for the Offer, has advised DII that, as of the expiration of the subsequent offering period, an aggregate of 832,832 Shares were validly tendered in the subsequent offering period. Together with the 10,015,173 Shares Subcorp acquired pursuant to the Offer and the 531,527 Shares Subcorp acquired pursuant to notices of guaranteed delivery, Subcorp acquired in the tender offer 11,379,532 Shares, representing approximately 92.5% of the outstanding Shares.
DII completed the acquisition of AMX through the merger of Subcorp with and into AMX, with AMX as the surviving corporation, in accordance with Article 5.16 of the Texas Business Corporation Act. Pursuant to the terms of the Merger Agreement, all remaining Shares (other than Shares owned by shareholders of AMX who properly exercise appraisal rights pursuant to the Texas Business Corporation Act) were converted into the right to receive $22.50 per Share in cash, without interest. As a result of the merger, the Shares will no longer be listed on the Nasdaq National Market.
On April 8, 2005, DII issued a press release, a copy of which is attached hereto as Exhibit (a)(5)(F) and is incorporated herein by reference. The press release announced the results of the Offer and the completion of the acquisition of AMX.
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| *(a)(1)(A) | Offer to Purchase, dated February 24, 2005. | |
*(a)(1)(B) | Form of Letter of Transmittal. | |
*(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
*(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
*(a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
*(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9. | |
*(a)(1)(G) | Supplement to Offer to Purchase, dated March 16, 2005. | |
*(a)(5)(A) | Text of Press Release Issued by DII and AMX dated February 15, 2005, incorporated in this Schedule TO by reference to the Schedule TO filed by Thrall Omni on February 15, 2005. | |
*(a)(5)(B) | Form of Summary Advertisement Published in The Wall Street Journal on February 24, 2005. | |
*(a)(5)(C) | Text of Press Release Issued by DII, dated March 1, 2005. | |
*(a)(5)(D) | Text of Press Release Issued by DII and AMX, dated March 18, 2005. | |
*(a)(5)(E) | Text of Press Release Issued by DII, dated March 24, 2005. | |
(a)(5)(F) | Text of Press Release Issued by DII, dated April 8, 2005. | |
(b) | None. | |
*(d)(1) | Agreement and Plan of Merger, dated as of February 15, 2005, by and among Thrall Omni, Subcorp and AMX. | |
*(d)(2) | Support/Tender Agreement, dated as of February 15, 2005, by and among Chris Apple, Steven Byars, Robert Carroll, Carl Evans, Patrick Gallagher, Larry Goldstein, Peter Nohren, Scott Norder, Michael Olinger, David Richard, Rashid Skaf and Thrall Omni. | |
*(d)(3) | Support/Tender Agreement, dated as of February 15, 2005, by and between Peter D. York and Thrall Omni. | |
*(d)(4) | Support/Tender Agreement, dated as of February 15, 2005, by and between Scott D. Miller and Thrall Omni. | |
*(d)(5) | Confidentiality Agreement, dated as of November 23, 2004 by and between DII and AMX. | |
(g) | None. | |
(h) | Not applicable. |
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| Dated: April 8, 2005 | |||||
| Amherst Acquisition Co. | |||||
By: | /s/ DAVID L. FILKIN | ||||
| Name: | David L. Filkin | ||||
| Title: | Secretary | ||||
Thrall Omni Company, Inc. | |||||
By: | /s/ DAVID L. FILKIN | ||||
| Name: | David L. Filkin | ||||
| Title: | Secretary | ||||
Duchossois Industries, Inc. | |||||
By: | /s/ DAVID L. FILKIN | ||||
| Name: | David L. Filkin | ||||
| Title: | Vice President, Secretary and General Counsel | ||||
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| *(a)(1)(A) | Offer to Purchase, dated February 24, 2005. | |
*(a)(1)(B) | Form of Letter of Transmittal. | |
*(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
*(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
*(a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
*(a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9. | |
*(a)(1)(G) | Supplement to Offer to Purchase, dated March 16, 2005. | |
*(a)(5)(A) | Text of Press Release Issued by DII and AMX dated February 15, 2005, incorporated in this Schedule TO by reference to the Schedule TO filed by Thrall Omni on February 15, 2005. | |
*(a)(5)(B) | Form of Summary Advertisement Published in The Wall Street Journal on February 24, 2005. | |
*(a)(5)(C) | Text of Press Release Issued by DII, dated March 1, 2005. | |
*(a)(5)(D) | Text of Press Realease Issued by DII and AMX, dated March 18, 2005. | |
*(a)(5)(E) | Text of Press Release Issued by DII, dated March 24, 2005. | |
(a)(5)(F) | Text of Press Release Issued by DII, dated April 8, 2005. | |
(b) | None. | |
*(d)(1) | Agreement and Plan of Merger, dated as of February 15, 2005, by and among Thrall Omni, Subcorp and AMX. | |
*(d)(2) | Support/Tender Agreement, dated as of February 15, 2005, by and among Chris Apple, Steven Byars, Robert Carroll, Carl Evans, Patrick Gallagher, Larry Goldstein, Peter Nohren, Scott Norder, Michael Olinger, David Richard, Rashid Skaf and Thrall Omni. | |
*(d)(3) | Support/Tender Agreement, dated as of February 15, 2005, by and between Peter D. York and Thrall Omni. | |
*(d)(4) | Support/Tender Agreement, dated as of February 15, 2005, by and between Scott D. Miller and Thrall Omni. | |
*(d)(5) | Confidentiality Agreement, dated as of November 23, 2004 by and between DII and AMX. | |
(g) | None. | |
(h) | Not applicable. |
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