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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Amendment No. 2
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Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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HAWKER PACIFIC AEROSPACE
(Name of Subject Company (Issuer))
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LHT ACQUISITION CORPORATION
LUFTHANSA TECHNIK AG
(Names of Filing Persons (Offeror))
Common Shares, No Par Value
(Title of Class of Securities)
420123101
(CUSIP Number of Class of Securities)
Knut Wiszniewski
Lufthansa Technik AG
Weg beim Jager 193
22335 Hamburg, Germany
011-49-40-5070-4014
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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With a Copy to:
Stephen P. Doyle, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$11,163,821.50 $1,027.07
*Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of 3,435,022 shares of common stock, no par value per
share, of Hawker Pacific Aerospace at a purchase price of $3.25 per share, net
to the seller in cash. Such number of shares is based on the latest information
received from Hawker Pacific Aerospace and assumes (i) 2,744,900 shares
outstanding (excluding shares beneficially owned by Lufthansa Technik AG and its
affiliates) as of March 5, 2002, and (ii) the exercise of up to 342,406 options
to purchase shares of common stock and the exercise of up to 347,716 warrants to
purchase shares of common stock.
|X| 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: $1,027.07 Filing Parties: LHT Acquisition
Corporation and Lufthansa Technik AG
Form or Registration No.: Schedule TO-T/13E-3 Date Filed: March 11, 2002
|_| 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.
|X| 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|
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CUSIP No. 420123101
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1. Names of Reporting Person. I.R.S. Identification Nos. of
above persons (entities only).
LHT Acquisition Corporation EIN 52-2343904
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 2,490,134 shares of Common Stock
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 2,490,134 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,490,134 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11): 24.3%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 420123101
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1. Names of Reporting Person. I.R.S. Identification Nos. of
above persons (entities only).
Lufthansa Technik AG EIN 11-3422119
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Federal Republic of Germany
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 7,393,945 shares of Common Stock
8. Shared Voting Power: 9,884,079 shares of Common Stock
9. Sole Dispositive Power: 7,393,945 shares of Common Stock
10. Shared Dispositive Power: 9,884,079 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,884,079 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11): 96.5%
14. Type of Reporting Person (See Instructions)
CO
SCHEDULE TO
This Amendment No. 2 (this "Final Amendment") amends and supplements
the Tender Offer Statement originally filed on March 11, 2002, as amended and
restated by Amendment No. 1 ("Amendment No. 1") filed on April 2, 2002, under
cover of Schedule TO (the "Schedule TO-T/13E-3") relating to the offer by LHT
Acquisition Corporation, a Delaware corporation (the "Purchaser"), and Lufthansa
Technik AG, a corporation organized under the laws of the Federal Republic of
Germany and the parent of Purchaser ("Parent"), to purchase all issued and
outstanding shares of common stock, no par value, of Hawker Pacific Aerospace, a
California corporation (the "Company") at a price of $3.25 per share (the "Offer
Price"), in cash, without interest thereon and less any withholding taxes. The
offer for the Company's common shares includes common shares issuable upon the
exercise of options to purchase common shares. The offer is being made upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
March 11, 2002, as amended and restated by Amendment No. 1 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer"). A copy of the amended and restated
Offer to Purchase was filed as Exhibit (a)(1) to Amendment No. 1 and a copy of
the Letter of Transmittal was filed as Exhibit (a)(2) to the original Schedule
TO-T/13E-3. This Final Amendment is being filed on behalf of the Purchaser and
the Parent to report the expiration of the Offer as of 12:00 midnight, New York
City time, on Friday, April 5, 2002.
This Final Amendment also constitutes Amendment No. 4 to the Schedule
13D filed by Parent with the SEC on February 25, 2002. Any capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to them in
the Offer to Purchase.
ITEMS 1 THROUGH 9, 11 AND 13
Items 1 through 9, 11 and 13 of the Schedule TO-T/13E-3 are hereby
amended and supplemented to include the following information:
The Offer expired at 12:00 midnight, New York City time, on Friday,
April 5, 2002. According to information received from the Depositary, as of the
expiration of the Offer, shareholders of the Company had validly tendered and
not withdrawn 2,443,234 common shares (including 21,865 common shares that were
guaranteed to be delivered). The Offer also included common shares issuable upon
the exercise of options to purchase common shares. Option holders exercised
options to purchase 47,000 common shares before the expiration of the Offer.
Together with the shares already owned by Parent, the shares being acquired
pursuant to the Offer will give Parent and the Purchaser a combined ownership of
96.5% of the outstanding shares of the Company on a fully diluted basis.
The Purchaser accepted for payment all shares validly tendered and not
withdrawn, and the Purchaser will promptly pay the Offer Price per share for
such shares, less any applicable withholding taxes. The Purchaser will also
promptly pay those who exercised their options the difference between the Offer
Price per share and the exercise price per share, less any applicable
withholding taxes.
The full text of the press release issued on April 9, 2002 announcing the
expiration of the Offer and the acceptance of tendered shares for payment is
filed as Exhibit (a)(13) hereto.
Since the shares being acquired pursuant to the Offer will give Parent and
the Purchaser a combined ownership of more than 90% of the outstanding shares of
the Company on a fully diluted basis, the short-form merger discussed in the
Offer to Purchase will follow the completion of the Offer. Parent will
contribute to the Purchaser all of Parent's common shares, which, when combined
with the Purchaser's common shares, will permit the Purchaser to effect the
short-form merger with and into the Company. Following the merger, the Company
will be a wholly-owned subsidiary of Parent.
On Friday, April 5, 2002, the Company issued a press release announcing
that on April 4, 2002, it was served with complaints in two purported
class-action lawsuits filed by alleged individual shareholders of the Company.
The complaints, captioned Thomas Turberg v. Hawker Pacific Aerospace, et al. and
Lisa Chetkof v. Hawker Pacific Aerospace, et. al. (Case Nos. EC 034170 and EC
034171), were filed in California Superior Court in Los Angeles on April 3,
2002. The complaints name as defendants the Company, the members of the
Company's Board of Directors and Parent. The press release announcing the
receipt of the complaints is filed as Exhibit 99 to the Form 8-K filed by the
Company on April 8, 2002.
ITEM 12. EXHIBITS
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase, dated as of April 2, 2002*
Exhibit (a)(2) Letter of Transmittal**
Exhibit (a)(3) Notice of Guaranteed Delivery**
Exhibit (a)(4) Notice of Conditional Exercise**
Exhibit (a)(5) Instructions for Conditional Exercise**
Exhibit (a)(6) Memorandum to Eligible Option Holders**
Exhibit (a)(7) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees**
Exhibit (a)(8) Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees**
Exhibit (a)(9) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9**
Exhibit (a)(10) Guidelines for Certification of Foreign Status of
Beneficial Owner for United States Tax Withholding on
Form W-8BEN**
Exhibit (a)(11) Text of Joint Press Release issued by Lufthansa
Technik AG, LHT Acquisition Corporation and Hawker
Pacific Aerospace on March 8, 2002***
Exhibit (a)(12) Summary Advertisement, published March 11, 2002**
Exhibit (a)(13) Text of Press Release issued by Lufthansa
Technik AG and LHT Acquisition Corporation on April 9,
2002
Exhibit (c)(1) Opinion of Houlihan Lokey Howard & Zukin dated March 7,
2002****
Exhibit (c)(2) Presentation Materials of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. dated March 7, 2002*****
Exhibit (d)(1) Agreement and Plan of Merger, dated as of March 7,
2002, among Lufthansa Technik AG, LHT Acquisition
Corporation and Hawker Pacific Aerospace**
Exhibit (d)(2) Agreement for Non-Use and Non-Disclosure of
Confidential Information, dated as of February 28,
2002, among Lufthansa Technik AG and Hawker Pacific
Aerospace**
Exhibit (f)(1) Chapter 13 of the General Corporation Law of the
State of California (regarding appraisal rights)******
* Incorporated by reference to Amendment No. 1 to the
Schedule TO-T/13E-3 filed by LHT Acquisition
Corporation and Lufthansa Technik AG on April 2, 2002.
** Incorporated by reference to the Schedule TO-T/13E-3
filed by LHT Acquisition Corporation and Lufthansa
Technik AG on March 11, 2002.
*** Incorporated by reference to the Schedule TO-C filed
by LHT Acquisition Corporation and Lufthansa Technik
AG on March 8, 2002.
**** Incorporated by reference to Exhibit (a)(12) to
Amendment No. 1 to the Schedule 14D-9
filed by Hawker Pacific Aerospace on April 2, 2002.
***** Incorporated by reference to Exhibit (a)(15) to
Amendment No. 1 to the Schedule 14D-9
filed by Hawker Pacific Aerospace on April 2, 2002.
****** Incorporated by reference to Schedule A of the Offer
to Purchase dated April 2, 2002.
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.
Dated: April 9, 2002 LHT ACQUISITION CORPORATION
By: /s/ Knut Wiszniewski
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Name: Knut Wiszniewski
Title: President
Dated: April 9, 2002 LUFTHANSA TECHNIK AG
By: /s/ Knut Wiszniewski
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Name: Knut Wiszniewski
Title: Director of Finance
By: /s/ Petra Fellhoelter
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Name: Petra Fellhoelter
Title: Senior Manager of Finance
INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase, dated as of April 2, 2002*
Exhibit (a)(2) Letter of Transmittal**
Exhibit (a)(3) Notice of Guaranteed Delivery**
Exhibit (a)(4) Notice of Conditional Exercise**
Exhibit (a)(5) Instructions for Conditional Exercise**
Exhibit (a)(6) Memorandum to Eligible Option Holders**
Exhibit (a)(7) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees**
Exhibit (a)(8) Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees**
Exhibit (a)(9) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9**
Exhibit (a)(10) Guidelines for Certification of Foreign Status of
Beneficial Owner for United States Tax Withholding on
Form W-8BEN**
Exhibit (a)(11) Text of Joint Press Release issued by Lufthansa
Technik AG, LHT Acquisition Corporation and Hawker
Pacific Aerospace on March 8, 2002***
Exhibit (a)(12) Summary Advertisement, published March 11, 2002**
Exhibit (a)(13) Text of Press Release issued by Lufthansa
Technik AG and LHT Acquisition Corporation on April 9,
2002
Exhibit (c)(1) Opinion of Houlihan Lokey Howard & Zukin dated
March 7, 2002****
Exhibit (c)(2) Presentation Materials of Houlihan Lokey Howard &
Zukin Financial Advisors, Inc. dated March 7, 2002*****
Exhibit (d)(1) Agreement and Plan of Merger, dated as of March 7,
2002, among Lufthansa Technik AG, LHT Acquisition
Corporation and Hawker Pacific Aerospace**
Exhibit (d)(2) Agreement for Non-Use and Non-Disclosure of
Confidential Information, dated as of February 28,
2002, among Lufthansa Technik AG and Hawker Pacific
Aerospace**
Exhibit (f)(1) Chapter 13 of the General Corporation Law of the State
of California (regarding appraisal rights)******
* Incorporated by reference to Amendment No. 1 to the
Schedule TO-T/13E-3 filed by LHT Acquisition
Corporation and Lufthansa Technik AG on April 2, 2002.
** Incorporated by reference to the Schedule TO-T/13E-3
filed by LHT Acquisition Corporation and Lufthansa
Technik AG on March 11, 2002.
*** Incorporated by reference to the Schedule TO-C filed by
LHT Acquisition Corporation and Lufthansa Technik AG on
March 8, 2002.
**** Incorporated by reference to Exhibit (a)(12) to
Amendment No. 1 to the Schedule 14D-9 filed by Hawker
Pacific Aerospace on April 2, 2002.
***** Incorporated by reference to Exhibit (a)(15) to
Amendment No. 1 to the Schedule 14D-9 filed by Hawker
Pacific Aerospace on April 2, 2002.
****** Incorporated by reference to Schedule A of the Offer
to Purchase dated April 2, 2002.