SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 5
B.V.R. SYSTEMS (1998) LTD.
(Name of Subject Company (Issuer))
CHUN HOLDINGS LTD.
AVIV TZIDON
AERONAUTICS DEFENSE SYSTEMS LTD.
ITS TECHNOLOGIES PTE LTD.
(Name of Filing Persons (Offerors))
ORDINARY SHARES, PAR VALUE NIS 1.0 PER SHARE
(Title of Class of Securities)
M20512105
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(CUSIP Number of Class of Securities)
Orly Tsioni, Adv.
Yigal Arnon & Co.
1 Azrieli Center
Tel Aviv 67021 Israel
011-972-3 608-7842
With a Copy to:
Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
212-732-3200
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
As filed with the Securities and Exchange Commission on December 24, 2003.
CALCULATION OF FILING FEE*
Transaction Valuation Amount of Filing Fee
$1,918,957 $384
* Estimated for purposes of calculating the amount of the filing fee only, which
was paid with the original filing of this Schedule TO on November 21, 2003. This
amount assumes the purchase of 10,660,874 ordinary shares, NIS 1.0 par value
(the "Ordinary Shares"), of B.V.R. Systems (1998) Ltd. at a price of $0.18 per
Ordinary Share in cash. Such number of Ordinary Shares represents the issued
share capital of B.V.R. Systems as of November 18, 2003, and does not include
vested options, all of which have exercise prices which are greater than the
offer price. The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[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:.......................................$384
Form or Registration No.:.....................................Schedule TO
Filing Party:.................................................Chun Holdings Ltd.
Date Filed:...................................................November 21, 2003
[ ] 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:
[x] third party tender offer subject to Rule 14d-1. [ ] 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. 5 amends the Tender Offer Statement on Schedule TO
filed by Chun Holdings Ltd., a corporation organized under the laws of the State
of Israel (the "Purchaser") and its shareholders on November 21, 2003. The
Schedule TO relates to the offer (the "Offer") by the Purchaser to purchase all
of the outstanding ordinary shares, par value NIS 1.0 per share (each an
"Ordinary Share"), of B.V.R. Systems (1998) Ltd., a corporation organized under
the laws of the State of Israel (the "Company"), at $0.18 per Ordinary Share, in
cash, without interest, upon the terms and subject to the conditions set forth
in the Second Amended Offer to Purchase dated December 15, 2003, a copy of which
was attached as Exhibit (a)(1) to Amendment No. 4 to the Schedule TO filed
December 15, 2003, and in the related Letter of Transmittal, a copy of which was
attached as Exhibit (a)(2) to the Schedule TO filed November 21, 2003.
Item 11. Additional Information.
----------------------
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following:
The Offer expired at 5:00 p.m., New York City time, on Tuesday,
December 23, 2003. Upon the expiration of the Offer, the Purchaser accepted all
validly tendered Ordinary Shares for payment in accordance with the terms of the
Offer. American Stock Transfer & Trust Company, the depositary for the Offer
(the "Depositary"), has advised the Purchaser that, as of the expiration of the
Offer, an aggregate of 5,977,608 Ordinary Shares were validly tendered to the
Purchaser in the Offer and not withdrawn, and notices of guaranteed delivery
were received with respect to an additional 1,165,000 Ordinary Shares. The
total, 7,142,608 Ordinary Shares, represents approximately 67% of the
Ordinary Shares outstanding.
At 9:00 a.m., New York City time, on December 24, 2003, the Purchaser
commenced a subsequent offering period for all remaining untendered Ordinary
Shares. The subsequent offering period expires at 12:00 midnight, New York City
time, on Tuesday, December 30, 2003. The Purchaser will immediately accept all
Ordinary Shares validly tendered during the subsequent offering period and will
pay the tendering stockholders promptly after acceptance. The same $0.18 per
Ordinary Share price offered in the prior offering period will be paid during
the subsequent offering period. Ordinary Shares tendered during the subsequent
offering period may not be withdrawn.
Item 12. Exhibits.
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Item 12 of the Schedule TO is hereby amended and supplemented by adding
following:
(a)(10) Press Release dated December 23, 2003.
SIGNATURES
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 24, 2003
CHUN HOLDINGS LTD.
By: /s/ Aviv Tzidon
-----------------------------
Name: Aviv Tzidon
Title: Director
/s/ Aviv Tzidon
---------------------------------
Aviv Tzidon
AERONAUTICS DEFENSE SYSTEMS LTD.
By: /s/ Avi Leumi
------------------------------
Name: Avi Leumi
Title: Chief Executive Officer
ITS TECHNOLOGIES PTE LTD.
By: /s/ Aviv Tzidon
------------------------------
Name: Aviv Tzidon
Title: Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description
(a)(10) Press Release dated December 23, 2003