THIS DOCUMENT IS A COPY OF THE SCHEDULE TO FILED ON JUNE 5, 2003 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Span-America Medical Systems, Inc.
(Name of Subject Company (Issuer))
----------------------------
Jerry Zucker
(Name of Filing Person (Offeror))
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
----------------------------
846396109
(CUSIP Number of Class of Securities)
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Jerry Zucker
c/o The Inter Tech Group, Inc.
Post Office Box 5205
North Charleston, SC 29405
(843) 744-5174
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
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with a copy to:
George S. King, Jr., Esq.
Haynsworth Sinkler Boyd, P.A.
Post Office Box 11889
Columbia, South Carolina 29211
(803) 779-3080
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
- -------------------------------- ---------------------------------------------
N/A N/A
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/_/ 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
/X/ 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.
/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: /_/
COMBINED SCHEDULE TO AND SCHEDULE 13D
CUSIP NO. 846396109
1 NAME OF REPORTING PERSON
Jerry Zucker
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
251,800
8 SHARE VOTING POWER
0
9 SOLE DISPOSITIVE POWER
251,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.87%
14 TYPE OF REPORTING PERSON*
IN
Pursuant to General Instruction D to Schedule TO, this combined Schedule TO and
Schedule 13D relates to pre-commencement communications by Jerry Zucker, the
texts of which are attached hereto as Exhibit (a)(5).
Pursuant to General Instruction G to Schedule TO, the first paragraph of Item 4
of Amendment No.1 to the Schedule 13D filed by Jerry Zucker with respect to his
ownership of more than 5% of the common stock of Span-America Medical Systems,
Inc., is hereby amended to read as follows:
"Item 4. Purpose of Transaction
Mr. Zucker purchased the Shares for investment purposes. Mr. Zucker is
continuing to review the performance of his investment and his investment
alternatives. As part of his ongoing review of his investment in the Shares, Mr.
Zucker may explore from time to time a variety of alternatives, including the
acquisition of additional securities of the Issuer or the disposition of
securities of the Issuer in the open market or in privately negotiated
transactions. Mr. Zucker may explore other alternatives with respect to his
investment in the Shares, including but not limited to an extraordinary
corporate transaction involving the Issuer, changes in the present board of
directors or management of the Issuer, or changes in the Issuer's business or
corporate structure. Mr. Zucker has requested that the board of directors of the
Issuer redeem the rights issued to shareholders under the Issuer's shareholder
rights agreement and amend the Issuer's bylaws to opt out of the South Carolina
Control Share Acquisition Act so that he, or an entity to be set up by him for
that purpose, may make a tender offer for all of the outstanding shares of
common stock of the Issuer for $9.25 per share. Although the foregoing reflects
activities presently contemplated by Mr. Zucker with respect to the Issuer, the
foregoing is subject to change at any time, and there can be no assurance that
Mr. Zucker will take any of the actions referred to above."
EXHIBIT INDEX
Exhibit No. Description
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(a)(5) Text of Press Release by Jerry Zucker issued on June 3, 2003.
Exhibit (a)(5)
PRESS RELEASE
North Charleston, South Carolina June 3, 2003.
Jerry Zucker, a substantial shareholder of Span-America Medical
Systems, Inc., [NASDAQ: SPAN] announced today that he had requested the board of
directors to redeem the Span-America "poison pill" and amend the bylaws of
Span-America to permit him to make a tender offer for up to all of the
outstanding shares of common stock of Span-America. If those barriers are
removed he said he intends to make an offer to purchase up to 100% the stock for
$9.25 per share. The tender offer, when it is made, will be made by means of a
Tender Offer Statement.
Shareholders of Span-America are advised to read the Tender Offer
Statement when it is available because it contains valuable information.
Shareholders will be able to obtain the Tender Offer Statement and other filed
documents for free at the Securities and Exchange Commission's website at
http://www.sec.gov and from Mr. Zucker at Post Office Box 5205, North
Charleston, SC 29405.
Attached to this press release is the text of the letter sent to the
Span-America board of directors by Mr. Zucker on June 3, 2003.
Board of Directors
Span-America Medical Systems, Inc.
Post Office Box 5231
Greenville, South Carolina 29606
June 3, 2003
Gentlemen:
This letter is my request that you take the appropriate action to
redeem the rights previously issued to shareholders of the corporation under the
Amended and Restated Shareholder Rights Agreement dated as of March 24, 2003,
and amend the bylaws of the corporation to provide that Article I of Chapter 2
of Title 35 of the Code of Laws of South Carolina, 1976, as amended, does not
apply to control share acquisitions of control shares of the corporation. The
purpose of the request is to remove barriers to my ability to make a tender
offer for all of the shares of common stock of the corporation. Promptly after
you redeem the rights and amend the bylaws, I intend to commence a tender offer
to buy up to all of the outstanding shares of the corporation for a price of
$9.25 per share. The offer may be made by me personally, or by an entity that I
set-up for that purpose.
The tender price of $9.25 per share represents a premium of 31.6% over
the price of $7.03 a share that I paid when I first acquired shares of the
corporation in December, 2002. I believe the bulk of the increase in the quoted
prices above $7.03 since December was due to my buying the stock and $9.25 is a
substantial premium over the price the stock would command in my absence.
However, if the board believes the stock is worth more than $9.25 per share and
can find someone who will make a tender offer of more than that for the stock, I
will gladly tender my shares to such person.
As you are aware, it is the board of directors' legal duty to act in
the best interest of the shareholders. If you do not take the requested action,
you will deny the shareholders the opportunity to decide for themselves whether
to sell their stock or not. That could hardly be considered in the shareholders'
best interest.
I am prepared to move forward with a tender offer promptly after notice
that the barriers referenced above have been removed. Please advise me of your
decision with respect to these matters as soon as possible.
Sincerely,
Jerry Zucker