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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 2)
TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 THEREUNDER
THE OHIO ART COMPANY
(Name of Issuer)
THE OHIO ART COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
677143109
(Cusip Number of Class of Securities)
WILLIAM C. KILLGALLON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
THE OHIO ART COMPANY
P.O. BOX 111
BRYAN, OHIO 43506
(419) 636-3141
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
Thomas J. Murphy P.C.
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
(312) 372-2000
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: |_|
CALCULATION OF FILING FEE
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Transaction Valuation: Amount of Filing Fee
$69,000 $13.80(1)
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(1) Previously paid.
* Calculated solely for the purpose of determining the filing fee, based upon
the odd-lot tender offer price of $9.20 per share for the eligible shares of
Common Stock, multiplied by 7,500, the estimated maximum number of shares to be
purchased in the offer.
|_| 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
Filing Party: N/A
Form or Registration No.: N/A
Date Filed: N/A
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INTRODUCTION
This Amendment No. 2 (this "Amendment") to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") amends and supplements the
Schedule 13E-3 filed by the Ohio Art Company (the "Company") on February 2,
2005, as amended on March 1, 2005, relating to its offer to purchase for cash
(the "Offer") all shares of the Company's common stock, $1.00 par value per
share (the "Shares" or "Common Stock"), held by shareholders that own 99 or
fewer Shares as of the close of business on January 19, 2005. The Offer is being
made pursuant to an offer to purchase (the "Offer to Purchase"), dated February
2, 2005, which has previously been attached to the Schedule 13E-3 as Exhibit
(a)(1).
Items 1 through 15 of the Schedule 13E-3, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended as
follows:
The Offer, which was scheduled to expire at 5:00 p.m., New York City Time,
on March 3, 2005, has been extended to 5:00 p.m., New York City Time, on March
23, 2005, unless the Offer is further extended or earlier terminated.
The paragraph under the caption "Conditions of the Offer" of the Offer to
Purchase is hereby amended in its entirety as follows:
This Offer is not conditioned on the receipt of tenders for any
minimum number of Shares. This Offer is not subject to any conditions
except that tenders must be in proper form, tendering holders must be
eligible to tender and we must not have terminated the Offer. We will
not accept any alternative, conditional or contingent tenders. Also,
any tenders of Shares by any eligible shareholder must be for all of
such holder's Shares. If we fail at any time to exercise any of our
rights, such as the right to reject any or all tenders not in proper
form and our right to terminate the Offer, that failure to exercise
shall not constitute a waiver of these rights; provided, however, if
we become aware of a condition being triggered, we will disclose
whether or not we intend to assert our rights due to the condition
being triggered or intend to waive the offer condition.
Item 16. Exhibits.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding
thereto the following:
(a)(5) Press release issued by the Company dated March 3, 2005.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this statement is true, complete and correct.
THE OHIO ART COMPANY
By: /s/ William C. Killgallon
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Name: William C. Killgallon
Title: Chairman and Chief Executive Officer
Dated: March 4, 2005
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