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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LINDAL CEDAR HOMES, INC.
(Name of Subject Company (Issuer))
ROBERT W. LINDAL
SIR WALTER LINDAL
MARTIN J. LINDAL
DOUGLAS F. LINDAL.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
535130108
(CUSIP Number of Class of Securities)
DENNIS GREGG
CHIEF FINANCIAL OFFICER
4300 SOUTH 104TH PLACE SEATTLE, WASHINGTON 98178
(206) 725-0900
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)
COPY TO:
MICHAEL STANSBURY
PERKINS COIE LLP
1201 THIRD AVENUE, 48TH FLOOR
SEATTLE, WA 98101
(206) 583-8888
DECEMBER 20, 2000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$11,915,081 $2,384
* For purposes of calculating the amount of filing fee only. The amount
assumes the purchase of 2,142,031 shares of common stock, par value $0.01 per
share (the "Shares"), of Lindal Cedar Homes, Inc. (the "Company"), at a price
per share of $4.55. Such number of shares represents all the Shares outstanding
as of October 1, 2000 (other than 1,994,591 shares beneficially held by Robert
W. Lindal, Sir Walter Lindal, Martin J. Lindal and Douglas F. Lindal) plus
476,668 issuable upon the exercise of all options to purchase Shares.
[ ] 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: N/A Form or Registration No.: N/A
Filing Party: N/A Date Filed: N/A
[ ] 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.
[X] 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: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is
filed by Lindal Cedar Homes, Inc., a Delaware Corporation, (the "Company"),
Robert W. Lindal, Sir Walter Lindal, Martin J. Lindal and Douglas J. Lindal.
This Schedule TO relates to the offer by the Company to purchase any and all
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
the Company at a purchase price of $4.55 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 20, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2)
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1-9 and 13 of this Schedule TO.
ITEM 10. FINANCIAL INFORMATION.
The information set forth under "The Tender Offer -- Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference. In addition, the Company's audited financial statements as of
December 31, 1998 and December 31, 1999, are included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, which is incorporated
herein by reference. Also, the Company's unaudited financial statements for the
nine month periods ended October 3, 1999 and October 1, 2000, are included in
the Company's Quarterly Report on Form 10-Q for the period ended October 1,
2000, which is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(6) Letter to Shareholders from the Company.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Text of Press Release dated December 14, 2000 issued by the Company
(incorporated by reference to the Company's Tender Offer Statement on
Schedule TO filed on December 14, 2000).
(a)(9) Memo on tender offer to independent dealers of the Company's homes
(incorporated by reference to the Company's Memo on tender offer to
independent dealers of the Company's homes on Schedule TO-I/A filed on
December 15, 2000).
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(a)(10) Memo on tender offer to employees of the Company (incorporated by
reference to the Company's Memo on tender offer to employees of the
Company on Schedule TO-I/A filed on December 15, 2000).
(b)(1) Business Loan Agreement dated December 12, 2000 between Lindal Cedar
Homes, Inc. and KeyBank National Association.
(b)(2) Promissory Note dated December 12, 2000 between Lindal Cedar Homes, Inc.
and KeyBank National Association.
(b)(3) Commercial Security Agreement dated December 12, 2000 between Lindal
Cedar Homes, Inc. and KeyBank National Association.
(b)(4) Promissory Note dated December 11, 2000 between Lindal Cedar Homes, Inc.
and KeyBank National Association.
(b)(5) Deed of Trust dated December 11, 2000 among Lindal Cedar Homes, Inc.,
KeyBank National Association and First American Title Company of Skagit
County.
(b)(6) Deed of Trust dated December 11, 2000 among Lindal Cedar Homes, Inc.,
KeyBank National Association and First American Title Company of Skagit
County.
(b)(7) Irrevocable Letter of Credit dated December 12, 2000 by KeyBank National
Association in favor of U.S. Bank Trust National Association.
(b)(8) Indemnity Agreement dated December 1, 2000 by Lindal Cedar Homes, Inc.
to and for the benefit of KeyBank National Association.
(b)(9) Deed of Trust, Assignment of Rents and Leases and Security Agreement
dated December 1, 2000 among Lindal Cedar Homes, Inc., KeyBank National
Association and First American Title Insurance Company.
(b)(10) Deed of Trust, Assignment of Rents and Leases and Security Agreement
dated December 1, 2000 among Lindal Cedar Homes, Inc., KeyBank National
Association and First American Title Insurance Company of Skagit County.
(b)(11) Reimbursement Agreement dated December 1, 2000 between Lindal Cedar
Homes, Inc. and KeyBank National Association.
(c) Opinion of First Security Van Kasper On Fairness dated December 13,
2000, (Included as Schedule III to the Offer to Purchase filed herewith
as Exhibit (a)(1)).
(d) Voting Agreement dated September 15, 2000 between Lindal Family Members
and Lindal, Inc.
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(f) Section 262 of the Delaware General Corporation Law (Included as
Schedule II to the Offer to Purchase filed herewith as Exhibit (a)(1)).
(g) None.
(h) None.
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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.
Dated: December 20, 2000
LINDAL CEDAR HOMES, INC.
by /s/ Robert W. Lindal
-------------------------------------
Name: Robert W. Lindal
Title: Chief Executive Officer
by /s/ Robert W. Lindal
-------------------------------------
Name: Robert W. Lindal
by /s/ Sir Walter Lindal
-------------------------------------
Name: Sir Walter Lindal
by /s/ Martin J. Lindal
-------------------------------------
Name: Martin J. Lindal
by /s/ Douglas F. Lindal
-------------------------------------
Name: Douglas F. Lindal
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(6) Letter to Shareholders from the Company.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Text of Press Release dated December 14, 2000 issued by the Company
(incorporated by reference to the Company's Tender Offer Statement on
Schedule TO filed on December 14, 2000).
(a)(9) Memo on tender offer to independent dealers of the Company's homes
(incorporated by reference to the Company's Memo on tender offer to
independent dealers of the Company's homes on Schedule TO-I/A filed on
December 15, 2000).
(a)(10) Memo on tender offer to employees of the Company (incorporated by
reference to the Company's Memo on tender offer to employees of the
Company on Schedule TO-I/A filed on December 15, 2000).
(b)(1) Business Loan Agreement dated December 12, 2000 between Lindal Cedar
Homes, Inc. and KeyBank National Association.
(b)(2) Promissory Note dated December 12, 2000 between Lindal Cedar Homes, Inc.
and KeyBank National Association.
(b)(3) Commercial Security Agreement dated December 12, 2000 between Lindal
Cedar Homes, Inc. and KeyBank National Association.
(b)(4) Promissory Note dated December 11, 2000 between Lindal Cedar Homes, Inc.
and KeyBank National Association.
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(b)(5) Deed of Trust dated December 11, 2000 among Lindal Cedar Homes, Inc.,
KeyBank National Association and First American Title Company of Skagit
County.
(b)(6) Deed of Trust dated December 11, 2000 among Lindal Cedar Homes, Inc.,
KeyBank National Association and First American Title Company of Skagit
County.
(b)(7) Irrevocable Letter of Credit dated December 12, 2000 by KeyBank National
Association in favor of U.S. Bank Trust National Association.
(b)(8) Indemnity Agreement dated December 1, 2000 by Lindal Cedar Homes, Inc.
to and for the benefit of KeyBank National Association.
(b)(9) Deed of Trust, Assignment of Rents and Leases and Security Agreement
dated December 1, 2000 among Lindal Cedar Homes, Inc., KeyBank National
Association and First American Title Insurance Company.
(b)(10) Deed of Trust, Assignment of Rents and Leases and Security Agreement
dated December 1, 2000 among Lindal Cedar Homes, Inc., KeyBank National
Association and First American Title Insurance Company of Skagit County.
(b)(11) Reimbursement Agreement dated December 1, 2000 between Lindal Cedar
Homes, Inc. and KeyBank National Association.
(c) Opinion of First Security Van Kasper On Fairness, dated December 13,
2000 (Included as Schedule III to the Offer to Purchase filed herewith
as Exhibit (a)(1)).
(d) Voting Agreement dated September 15, 2000 between Lindal Family Members
and Lindal, Inc.
(f) Section 262 of the Delaware General Corporation Law (Included as
Schedule II to the Offer to Purchase filed herewith as Exhibit (a)(1)).
(g) None.
(h) None.
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