SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE CHERRY CORPORATION
(Name of the Issuer)
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THE CHERRY CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
164541401
(CUSIP Number of Class of Securities)
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PETER B. CHERRY
3600 SUNSET AVENUE
WAUKEGAN, ILLINOIS 60087
(847) 662-9200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
WILLIAM J. QUINLAN, ESQ.
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the transaction, passed upon the merits
or fairness of the transaction, or passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary is a criminal
offense.
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
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CALCULATION OF FILING FEE: Previously Paid
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This Amendment No. 1 to Schedule 13E-3 relates to the offer by CABO Acquisition
Corp., a Delaware corporation ("Purchaser"), to purchase any and all outstanding
shares of common stock, par value $1.00 per share (the "Shares" or "Common
Stock"), of The Cherry Corporation, a Delaware corporation (the "Company"), at a
purchase price of $26.40 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 June 15, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The Offer is described in a
Tender Offer Statement on Schedule TO (as amended or supplemented from time to
time, the "Schedule TO"), initially filed by Purchaser and Peter B. Cherry with
the SEC on June 15, 2000 and as amended on July 6, 2000, July 10, 2000 and July
12, 2000. Copies of the Offer to Purchase and the Letter of Transmittal are
filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, of the Schedule
TO and are incorporated herein by reference to this Schedule 13E-3.
The Offer is being made pursuant to the terms of the Agreement and Plan of
Merger, dated as of June 5, 2000 (the "Merger Agreement"), between Purchaser and
the Company. The Merger Agreement provides that, among other things, if
Purchaser acquires Shares pursuant to the Offer, following the completion of the
Offer and the satisfaction of the other conditions contained in the Merger
Agreement, Purchaser will be merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation (the "Surviving
Corporation"). At the effective time of the Merger (the "Effective Time"),
except for Shares held by holders exercising their rights to dissent in
accordance with the Delaware General Corporation Law (the "DGCL") and Shares
held, directly or indirectly, by Purchaser, each then outstanding Share will, by
virtue of the Merger and without any action on the part of the holder thereof,
be canceled and be converted into the right to receive an amount per Share (the
"Merger Consideration") equal to the $26.40 per Share (the "Offer Price"),
without interest. The Merger Agreement also provides that contemporaneously with
the consummation of the offer, the Company will make a loan to Purchaser. See
"Item 10--Source and amount of Funds or Other Consideration" below. The terms
and conditions of the Merger Agreement are more fully described in "SPECIAL
FACTORS--The Merger Agreement and the Stockholder Agreement" of the Offer to
Purchase.
All information in the (i) Offer to Purchase, including all schedules thereto,
(ii) the Letter of Transmittal, and (iii) the Schedule 14D-9 filed by the
Company on June 15, 2000 and (iii) amendments to the Schedule TO filed on July
6, 2000, July 10, 2000 and July 12, 2000 are incorporated by reference in answer
to all of the items in this Schedule 13E-3. Additional information with respect
to certain items in this Schedule 13E-3 is set forth below. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Schedule
TO.
ITEM 8. FAIRNESS OF THE TRANSACTION
The Company, pursuant to the unanimous vote of all of its directors present at a
meeting on June 4, 2000, based on, among other things, the recommendation of a
special committee comprised of independent directors of the Company (i)
determined that the Merger is advisable and that the terms of the Offer and the
Merger, the Merger Agreement and the consummation of the transactions
contemplated thereby are fair to, and in the best interests of, the Company and
its stockholders (other than Purchaser and the Cherry Family Members), (ii)
approved the Offer and the Merger and approved the Merger Agreement, and (iii)
recommended that the stockholders of the Company accept the Offer and, if
required by law, approve the Merger and approve and adopt the Merger Agreement.
In reaching its decision that the transaction is fair to, and in the best
interests of, the Company's stockholders (other than Purchaser and the Cherry
Family Members) and in deciding to approve the Offer and the Merger and approve
and adopt the Merger Agreement and the transactions contemplated thereby, the
Company, acting through the Special Committee, considered the factors discussed
in "SPECIAL FACTORS--Recommendation of the Company, the Special Committee and
the Board of Directors of the Company; Fairness of the Offer and the Merger" of
Offer to Purchase which are incorporated herein by reference.
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.
THE CHERRY CORPORATION
/s/ Dan A. King
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Dan A. King, Chief Financial Officer
July 12, 2000