SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
NCH Corporation
(Name of Issuer)
NCH Corporation
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
628850 10 9
(CUSIP Number of Class of Securities)
Joe Cleveland, Esq.
Vice President & Secretary
NCH Corporation
2727 Chemsearch Boulevard
Irving, Texas 75062
(972) 438-0211
Copy To:
James C. Morphy, Esq.
Keith A. Pagnani, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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
Transaction Valuation * Amount of Filing Fee
$135,022,725 $27,004.55
* Estimated for purposes of calculating the amount of filing fee only.
This calculation assumes the purchase of 2,762,449 shares of common stock, $1.00
par value (the "Shares"), of NCH Corporation, a Delaware corporation ("NCH"), at
a price per share of $52.50 in cash, without interest thereon. Such number of
Shares represents all of the Shares outstanding as of January 2, 2002, minus
3,011,315 Shares already beneficially owned by Ranger Merger Corporation
("Offeror") and its affiliates (excluding up to 230,000 Shares that affiliates
of the Offeror may sell prior to or in connection with the Offer), plus
approximately (x) 134,975 vested options to purchase Shares that are expected to
be outstanding prior to the effective time of the Merger, (y) 90,096 unvested
options that according to the Agreement and Plan of Merger, dated as of December
24, 2001 (the "Merger Agreement"), will be accelerated and (z) 10,863 stock
participation units, whether or not exercisable, that according to the Merger
Agreement will be accelerated, the exercise prices of which are less than
$52.50. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, equals 1/50 of one percent of the value
of the Shares to be acquired.
[x] Check the box if any part of the fee is offset as provided by Exchange
Act 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: $27,004.55
Form or Registration No.: SC TO-T
Filing Parties: Ranger Merger Corporation,
Ranger Holding LLC
and their affiliates
Date Filed: January 7, 2002
This Schedule 13E-3 (the "Schedule 13E-3") is filed by NCH Corporation
("NCH"), a Delaware corporation. The filing person is the subject company. This
Schedule 13E-3 relates to the tender offer by Ranger Merger Corporation, a
Delaware corporation ("Purchaser") and wholly owned subsidiary of Ranger Holding
LLC, a Delaware limited liability company ("Holding"), to purchase all issued
and outstanding shares of NCH common stock, par value $1.00 per share (the
"Shares"), not held by Purchaser, Holding or their affiliates, at a purchase
price of $52.50 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in Purchaser's and Holding's Offer to Purchase
(including all schedules and annexes thereto, the "Offer to Purchase"), dated
January 7, 2002, and in the related Letter of Transmittal.
The information set forth in the Offer to Purchase; the Schedule
TO/13E-3 (the "Schedule TO/13E-3") filed by Purchaser, Holding and their
affiliates and signed by NCH on January 7, 2002, as amended by Amendment No. 1
thereto, dated January 22, 2002, and Amendment No. 2 thereto, dated January 25,
2002; and the Schedule 14D-9 (including the Annex thereto, the "Schedule 14D-9")
filed by NCH on January 7, 2002, as amended by Amendment No. 1 thereto, dated
January 18, 2002, Amendment No. 2 thereto, dated January 22, 2002, and Amendment
No. 3 thereto, dated January 25, 2002, is expressly incorporated herein by
reference in response to all items of this Schedule 13E-3.
In addition to the foregoing, information that is not being published,
sent or given to NCH's stockholders is specifically incorporated by reference
under the appropriate item number and heading in this Schedule 13E-3.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Item 1 - Summary Term Sheet" in
Amendment No. 1 to the Schedule TO/13E-3 is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth under "Item 4 - Terms of the Transaction" in
Amendment No. 1 to the Schedule TO/13E-3 is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth under "Item 5 - Past Contacts, Transactions,
Negotiations and Agreements" in Amendment No. 1 to the Schedule TO/13E-3 is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
The information set forth under "Item 13 - Information Required by
Schedule 13E-3: Item 8 - Fairness of the Transaction" in Amendment No. 1 to the
Schedule TO/13E-3 is incorporated herein by reference.
The information set forth under "Item 13 - Information Required by
Schedule 13E-3: Item 8 - Fairness of the Transaction" in Amendment No. 2 to the
Schedule TO/13E-3 is incorporated herein by reference.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "Item 8 - Interests in Securities of
the Subject Company" in Amendment No. 1 to the Schedule TO/13E-3 is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements of NCH are incorporated herein by reference to
its Form 10-K for the year ending April 30, 2001 and to its Form 10-Q for the
quarter ending October 31, 2001. NCH is subject to the informational
requirements of the Securities Exchange Act of 1934 and, in accordance
therewith, is required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC") relating to
its business, financial condition and other matters. Such reports, proxy
statements and other information may be inspected at the public reference
facilities maintained by the SEC at the SEC's Public Reference Room, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such materials
should also be available for inspection and copying at the regional office of
the SEC located at Citicorp Center, Suite 1400, 400 W. Madison Street, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, or free of charge at the website
maintained by the SEC at www.sec.gov.
ITEM 16. EXHIBITS.
(a)(1)(i) Offer to Purchase, dated January 7, 2002.
(a)(i)(ii) Letter of Transmittal, dated January 7, 2002.
(a)(i)(iii) Notice of Guaranteed Delivery, dated January 7, 2002.
(a)(2)(i) Letter to Stockholders of NCH from Irvin L. Levy,
Chairman of the Board of Directors of NCH.
(a)(2)(ii) Letter to Stockholders of NCH from Joe Cleveland,
dated January 7, 2002.*
(a)(3) Exhibit (a)(1)(i) is incorporated herein by
reference.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated January 7, 2002.
(a)(5)(ii) Letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees, dated
January 7, 2002.
(a)(5)(iii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(iv) Text of letter from Irvin L. Levy and Lester A. Levy,
Sr. to NCH's Board, dated September 28, 2001.
(a)(5)(v) Summary Advertisement as published in the New York
Times on January 7, 2002.
(a)(5)(vi) Text of press release issued by NCH on October 1,
2001.
(a)(5)(vii) Text of press release issued by NCH on December 24,
2001.
(a)(5)(viii) Text of press release issued by NCH on January 7,
2002.
(a)(5)(ix) Schedule 14D-9 filed on January 7, 2002 (incorporated
by reference from the EDGAR filing - SEC File No.
5-10518).
(a)(5)(x) Amendment No. 1 to the Schedule 14D-9 filed on
January 18, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xi) Amendment No. 2 to the Schedule 14D-9 filed on
January 22, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xii) Amendment No. 3 to the Schedule 14D-9 filed on
January 25, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xiii) Schedule TO/13E-3 filed on January 7, 2002
(incorporated by reference from the EDGAR filing
- SEC File No. 5-10518).
(a)(5)(xiv) Amendment No. 1 to the Schedule TO/13E-3 filed on
January 22, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xv) Amendment No. 2 to the Schedule TO/13E-3 filed on
January 25, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(b) Financing Commitment Letter, dated October 12, 2001,
from Bank of America, N.A. and Bank of America
Securities LLC relating to $130,000,000 aggregate
principal amount of senior credit facilities as
amended by letters dated November 8, 2001 and
December 10, 2001.
(c)(i) Fairness Opinion of Dresdner Kleinwort Wasserstein,
Inc. ("DrKW") (included as Annex B to the Offer to
Purchase filed herewith as Exhibit (a)(1)(i)).
(c)(ii) Materials presented by DrKW to the Special Committee,
dated December 24, 2001.
(c)(iii) Preliminary materials presented by DrKW to the
Special Committee, dated December 18, 2001.**
(c)(iv) Preliminary materials presented by DrKW to the
Special Committee, dated December 5, 2001.**
(c)(v) Preliminary materials presented by DrKW to the
Special Committee, dated October 31, 2001.**
(c)(vi) Financial Projections Prepared by the Management of
NCH, dated April 2001 (the "April Projections").**
(c)(vii) Financial Projections Prepared by the Management of
NCH, dated September 2001 (the "July Projections").**
(c)(viii) Financial Projections Prepared by the Management of
NCH, dated October 2001 (the "October Projections").**
(c)(ix) Materials presented by Deutsche Banc Alex. Brown Inc.
("DB") to the Levy Group, dated April 4, 2001.
(c)(x) Materials presented by DB to the Levy Group, dated
September 17, 2001.
(d)(i) Agreement and Plan of Merger, dated as of December
24, 2001, by and among Holding, Purchaser and NCH
(included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(d)(ii) None.
(e)(i) Excerpts from Proxy Statement for 2001 Annual Meeting
of Stockholders of NCH Corporation, dated June 27,
2001.
(e)(ii) Limited Liability Company Agreement of Ranger Holding
LLC, dated as of December 24, 2001.
(f) Section 262 of the Delaware General Corporation Law
(included as Schedule II to the Offer to Purchase
filed herewith as Exhibit (a)(1)(i)).
(g) None.
(h) None.
- -----------------------
Unless otherwise indicated, each exhibit is incorporated by reference from the
Schedule TO/13E-3 filed on January 7, 2002 (SEC File No. 5-10518).
* Incorporated by reference from the Schedule 14D-9 filed on January 7,
2002 (SEC File No. 5-10518).
** Incorporated by reference from Amendment No. 2 to the Schedule TO/13E-3
filed on January 25, 2002 (SEC File No. 5-10518).
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.
NCH CORPORATION
By: /s/ Joe Cleveland
--------------------------------------
Name: Joe Cleveland
Title: Vice President and Secretary
Dated: January 25, 2002
EXHIBIT INDEX
(a)(1)(i) Offer to Purchase, dated January 7, 2002.
(a)(i)(ii) Letter of Transmittal, dated January 7, 2002.
(a)(i)(iii) Notice of Guaranteed Delivery, dated January 7, 2002.
(a)(2)(i) Letter to Stockholders of NCH from Irvin L. Levy,
Chairman of the Board of Directors of NCH.
(a)(2)(ii) Letter to Stockholders of NCH from Joe Cleveland,
dated January 7, 2002.*
(a)(3) Exhibit (a)(1)(i) is incorporated herein by
reference.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated January 7, 2002.
(a)(5)(ii) Letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees, dated
January 7, 2002.
(a)(5)(iii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(iv) Text of letter from Irvin L. Levy and Lester A. Levy,
Sr. to NCH's Board, dated September 28, 2001.
(a)(5)(v) Summary Advertisement as published in the New York
Times on January 7, 2002.
(a)(5)(vi) Text of press release issued by NCH on October 1,
2001.
(a)(5)(vii) Text of press release issued by NCH on December 24,
2001.
(a)(5)(viii) Text of press release issued by NCH on January 7,
2002.
(a)(5)(ix) Schedule 14D-9 filed on January 7, 2002 (incorporated
by reference from the EDGAR filing - SEC File No.
5-10518).
(a)(5)(x) Amendment No. 1 to the Schedule 14D-9 filed on
January 18, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xi) Amendment No. 2 to the Schedule 14D-9 filed on
January 22, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xii) Amendment No. 3 to the Schedule 14D-9 filed on
January 25, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xiii) Schedule TO/13E-3 filed on January 7, 2002
(incorporated by reference from the EDGAR filing
- SEC File No. 5-10518).
(a)(5)(xiv) Amendment No. 1 to the Schedule TO/13E-3 filed on
January 22, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(a)(5)(xv) Amendment No. 2 to the Schedule TO/13E-3 filed on
January 25, 2002 (incorporated by reference from the
EDGAR filing - SEC File No. 5-10518).
(b) Financing Commitment Letter, dated October 12, 2001,
from Bank of America, N.A. and Bank of America
Securities LLC relating to $130,000,000 aggregate
principal amount of senior credit facilities as
amended by letters dated November 8, 2001 and
December 10, 2001.
(c)(i) Fairness Opinion of Dresdner Kleinwort Wasserstein,
Inc. ("DrKW") (included as Annex B to the Offer to
Purchase filed herewith as Exhibit (a)(1)(i)).
(c)(ii) Materials presented by DrKW to the Special Committee,
dated December 24, 2001.
(c)(iii) Preliminary materials presented by DrKW to the
Special Committee, dated December 18, 2001.**
(c)(iv) Preliminary materials presented by DrKW to the
Special Committee, dated December 5, 2001.**
(c)(v) Preliminary materials presented by DrKW to the
Special Committee, dated October 31, 2001.**
(c)(vi) Financial Projections Prepared by the Management of
NCH, dated April 2001 (the "April Projections").**
(c)(vii) Financial Projections Prepared by the Management of
NCH, dated September 2001 (the "July Projections").**
(c)(viii) Financial Projections Prepared by the Management of
NCH, dated October 2001 (the "October Projections").**
(c)(ix) Materials presented by Deutsche Banc Alex. Brown Inc.
("DB") to the Levy Group, dated April 4, 2001.
(c)(x) Materials presented by DB to the Levy Group, dated
September 17, 2001.
(d)(i) Agreement and Plan of Merger, dated as of December
24, 2001, by and among Holding, Purchaser and NCH
(included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).
(d)(ii) None.
(e)(i) Excerpts from Proxy Statement for 2001 Annual Meeting
of Stockholders of NCH Corporation, dated June 27,
2001.
(e)(ii) Limited Liability Company Agreement of Ranger Holding
LLC, dated as of December 24, 2001.
(f) Section 262 of the Delaware General Corporation Law
(included as Schedule II to the Offer to Purchase
filed herewith as Exhibit (a)(1)(i)).
(g) None.
(h) None.
- ----------------------
Unless otherwise indicated, each exhibit is incorporated by reference from the
Schedule TO/13E-3 filed on January 7, 2002 (SEC File No. 5-10518).
* Incorporated by reference from the Schedule 14D-9 filed on January 7,
2002 (SEC File No. 5-10518).
** Incorporated by reference from Amendment No. 2 to the Schedule TO/13E-3
filed on January 25, 2002 (SEC File No. 5-10518).