SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5-FINAL AMENDMENT
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
THE CHERRY CORPORATION
(Name of Subject Company (Issuer))
PETER B. CHERRY (OFFEROR)
CABO ACQUISITION CORP. (OFFEROR)
(Names of Filing Persons (identifying status as offeror, issuer
or other person))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
164541401
(CUSIP Number of Class of Securities)
PETER B. CHERRY
CABO ACQUISITION CORP.
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 filing person)
WITH A COPY TO:
WILLIAM J. QUINLAN, JR.
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 372-2000
- --------------------------------------------------------------------------------
CALCULATION OF FILING FEE: Previously Paid
- --------------------------------------------------------------------------------
/ / 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: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / 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.
/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: /x/
INTRODUCTION
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO (this "Statement") filed with the SEC on June 15, 2000 by CABO
Acquisition Corp. ("Purchaser") and Peter B. Cherry, as amended on July 6, 2000,
July 10, 2000, July 12, 2000 and July 14, 2000. The Statement relates to the
offer by Purchaser and Peter B. Cherry to purchase any and all outstanding
shares of common stock, par value $1.00 per share, 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"), copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto,
respectively, and which are incorporated herein by reference. All information in
the Offer to Purchase, including all schedules thereto, and in the Letter of
Transmittal is incorporated by reference in answer to all of the items in this
Statement. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Schedule TO and the Offer to
Purchase. Except as amended and supplemented hereby, the Schedule TO remains in
effect.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Items 1 through 9 and Items 11 through 13 of the Schedule TO are hereby amended
and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City Time, on Thursday
July 13, 2000, and resulted in the tender by Company shareholders, and the
acceptance for payment by the Purchaser, of a total of 4,817,841 Shares. Upon
such acquisition, the Purchaser held an aggregate of approximately 10,273,500
Shares, or approximately 98% of the total outstanding shares of the Company
(including 60,737 shares tendered pursuant to guaranteed delivery). On July 17,
2000, the Purchaser was merged with and into the Company (the "Merger") with the
Company continuing as the surviving corporation after the Merger. At the
effective time of the Merger, each outstanding Share of the Company (except for
Shares owned by the Purchaser or stockholders exercising dissenters' rights) was
cancelled and converted into the right to receive $26.40 per Share in cash,
without interest thereon.
ITEM 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following exhibit:
99(a)(7) Press Release issued by the Company and the Purchaser, dated
July 17, 2000.
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.
CABO ACQUISITION CORP.
By: /s/ Peter B. Cherry
------------------------
Name: Peter B. Cherry
Title: President
/s/ Peter B. Cherry
-----------------------------
Peter B. Cherry
Dated: July 17, 2000