SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
NCH CORPORATION
(Name of Subject Company (Issuer))
RANGER MERGER CORPORATION - Offeror
RANGER HOLDING LLC - Offeror
IRVIN L. LEVY - Offeror
LESTER A. LEVY, SR. - Offeror
ROBERT M. LEVY - Offeror
JOHN I. LEVY - Offeror
LESTER A. LEVY, JR. - Offeror
WALTER M. LEVY - Offeror
ANN LEVY COX - Offeror
CAROL R. LEVY - Offeror
KAREN LEVY - Offeror
IRJ LIMITED PARTNERSHIP - Offeror
SHELTERWOOD PARTNERS, L.P. - Offeror
THE ALLEN JOHN LEVY TRUST - Offeror
THE KATHERINE RUTH LEVY TRUST - Offeror
THE SOPHIE BERTHA ROSE LEVY TRUST - Offeror
THE SOPHIE BERTHA LEVY ROSE TRUST II - Offeror
THE WALTER M. LEVY CHILDREN'S TRUST - Offeror
THE SAMUEL LEVY PIASSICK TRUST - Offeror
THE ANN LEVY PIASSICK CHILDREN'S EXEMPT TRUST - Offeror
THE IRVIN L. LEVY TRUST - Offeror
THE LESTER A. LEVY TRUST - Offeror
THE ANN ELIZABETH LEVY TRUST - Offeror
THE WALTER MILTON LEVY TRUST - Offeror
THE LESTER A. LEVY, JR. TRUST - Offeror
THE ROBERT M. LEVY TRUST - Offeror
THE JOHN IRVIN LEVY TRUST - Offeror
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
628850 10 9
(CUSIP Number of Class of Securities)
IRVIN L. LEVY
2727 CHEMSEARCH BOULEVARD
IRVING, TEXAS 75062
(972) 438-0441
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
WITH COPIES TO:
PAUL S. BIRD, ESQ.
DEBEVOISE & PLIMPTON
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
[ ] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
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: [ ]
Ranger Merger Corporation, a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Ranger Holding LLC, a Delaware limited liability
company ("Holding"), which is 100% owned by Irvin L. Levy, Lester A. Levy, Sr.
and the other members of the Levy family identified as offerors on the cover
page of this Schedule TO (together with Holding and Purchaser, the "Levy Group")
hereby amend and supplement their Tender Offer Statement on Schedule TO
originally filed on January 7, 2002 (the "Schedule TO"), as subsequently amended
from time to time, with respect to Purchaser's offer to purchase all of the
outstanding shares of common stock, $1.00 par value (the "Shares"), of NCH
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$52.50 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated January
7, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, collectively constitute the
"Offer"). Capitalized terms used but not defined herein have the respective
meanings assigned to such terms in the Schedule TO and the Offer to Purchase
dated January 7, 2002, filed as Exhibit (a)(1)(i) thereto.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Items 1 through 9 and 11 through 13 of the Schedule TO are hereby
amended and supplemented as follows:
Purchaser has entered into a senior secured credit arrangement
providing for a term loan facility not to exceed $50,000,000 in the aggregate
and a revolving credit facility not to exceed $60,000,000 in the aggregate
(including a swing line loan subfacility not to exceed $5,000,000 and a letter
of credit subfacility not to exceed $10,000,000), pursuant to a credit
agreement, dated as of February 5, 2002, among the Purchaser, the lenders from
time to time party thereto, Bank of America, N.A., as administrative agent,
swing line lender and L/C issuer, and JP Morgan Chase Bank, as syndication agent
(the "Credit Agreement").
The Credit Agreement contains usual and customary affirmative and
negative covenants, including customary financial covenants. Interest rates for
the loans will be adjusted LIBOR or the adjusted base rate, at the election of
Purchaser, in each case plus a margin tied to the Purchaser's leverage ratio.
Purchaser may elect periods of one, two, three or six months for adjusted LIBOR
borrowings under the facilities. The Credit Agreement described in this
paragraph is included as exhibit (b)(ii) hereto. The foregoing summary is
qualified in its entirety by such exhibit, and reference is made thereto for the
complete terms and conditions of the Credit Agreement.
Ranger Merger Corporation extended the Expiration Date from February 4,
2002 to February 12, 2002 at midnight E.S.T. As a result, stockholders of NCH
Corporation
may tender or withdraw their shares until midnight E.S.T. on Tuesday, February
12, 2002, unless the offer is further extended.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is supplemented by adding the following
information:
(a)(5)(ix) Text of press release issued by the Company on
February 5, 2002.
(a)(5)(x) Text of press release issued by the Company on
February 5, 2002.
(b)(ii) Credit Agreement dated February 5, 2002, among
Ranger Merger Corporation, Bank of America, N.A.,
JP Morgan Chase Bank and the other lenders thereto.
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.
RANGER HOLDING LLC
By: /s/ Irvin L. Levy
------------------------------------
Name: Irvin L. Levy
Title: President and CEO
RANGER MERGER CORPORATION
By: /s/ Irvin L. Levy
------------------------------------
Name: Irvin L. Levy
Title: Chairman and President
/s/ Irvin L. Levy
---------------------------------------
Irvin L. Levy
/s/ Lester A. Levy, Sr.
---------------------------------------
Lester A. Levy, Sr.
/s/ Robert M. Levy
---------------------------------------
Robert M. Levy
/s/ John I. Levy
---------------------------------------
John I. Levy
/s/ Lester A. Levy, Jr.
---------------------------------------
Lester A. Levy, Jr.
/s/ Walter M. Levy
---------------------------------------
Walter M. Levy
/s/ Ann Levy Cox
---------------------------------------
Ann Levy Cox
/s/ Carol R. Levy
---------------------------------------
Carol R. Levy
/s/ Karen Levy
---------------------------------------
Karen Levy
IRJ LIMITED PARTNERSHIP
By: IRJ GP, L.L.C.
its General Partner
By: /s/ Irvin L. Levy
---------------------------------------
Name: Irvin L. Levy
Title: Manager
SHELTERWOOD PARTNERS, L.P.
By: Shelterwood Investments, Inc.
its General Partner
By: /s/ Lester A. Levy, Sr.
---------------------------------------
Name: Lester A. Levy, Sr.
Title: President
THE ALLEN JOHN LEVY TRUST
By: /s/ Robert M. Levy
---------------------------------------
Name: Robert M. Levy
Title: Trustee
THE KATHERINE RUTH LEVY TRUST
By: /s/ Robert M. Levy
---------------------------------------
Name: Robert M. Levy
Title: Trustee
THE SOPHIE BERTHA ROSE LEVY TRUST
By: /s/ Ann Levy Cox
---------------------------------------
Name: Ann Levy Cox
Title: Trustee
THE SOPHIE BERTHA ROSE LEVY TRUST II
By: /s/ Walter M. Levy
---------------------------------------
Name: Walter M. Levy
Title: Trustee
THE WALTER M. LEVY CHILDREN'S TRUST
By: /s/ Walter M. Levy
---------------------------------------
Name: Walter M. Levy
Title: Trustee
THE SAMUEL LEVY PIASSICK TRUST
By: /s/ Ann Levy Cox
---------------------------------------
Name: Ann Levy Cox
Title: Trustee
THE ANN LEVY PIASSICK CHILDREN'S
EXEMPT TRUST
By: /s/ Ann Levy Cox
---------------------------------------
Name: Ann Levy Cox
Title: Trustee
THE IRVIN L. LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Irvin L. Levy
---------------------------------------
Name: Irvin L. Levy
Title: Trustee
THE LESTER A. LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Lester A. Levy, Sr.
---------------------------------------
Name: Lester A. Levy, Sr.
Title: Trustee
THE ANN ELIZABETH LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Lester A. Levy, Sr.
---------------------------------------
Name: Lester A. Levy, Sr.
Title: Trustee
THE WALTER MILTON LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Lester A. Levy, Sr.
---------------------------------------
Name: Lester A. Levy, Sr.
Title: Trustee
THE LESTER A. LEVY, JR. TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Lester A. Levy, Sr.
---------------------------------------
Name: Lester A. Levy, Sr.
Title: Trustee
THE ROBERT M. LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Irvin L. Levy
---------------------------------------
Name: Irvin L. Levy
Title: Trustee
THE JOHN IRVIN LEVY TRUST
By: Bank of America, Corporate Trustee
By: /s/ Daniel J. Kelly
---------------------------------------
Name: Daniel J. Kelly
Title: Trust Officer
By: /s/ Irvin L. Levy
---------------------------------------
Name: Irvin L. Levy
Title: Trustee
Dated: February 5, 2002
EXHIBIT INDEX
(a)(1)(i)* Offer to Purchase, dated January 7, 2002.
(a)(1)(ii)* Letter of Transmittal, dated January 7, 2002.
(a)(1)(iii)* Notice of Guaranteed Delivery, dated January 7, 2002.
(a)(2)* Letter to the stockholders of the Company from Irvin L. Levy,
Chairman of the Board of Directors of the Company.
(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 the
Company'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 the Company on October 1, 2001.
(a)(5)(vii)* Text of press release issued by the Company on December 24, 2001.
(a)(5)(viii)* Text of press release issued by the Company on January 7, 2002.
(a)(5)(ix) Text of press release issued by the Company on February 5, 2002.
(a)(5)(x) Text of press release issued by the Company on February 5, 2002.
(b)(i)* Financing Commitment Letter dated October 12, 2001 from Bank of
America, N.A. and Bank of America Securities LLC relating to
- --------
* Previously filed.
$130,000,000 aggregate principal amount of senior credit
facilities as amended by letters dated November 8, 2001 and
December 10, 2001.
(b)(ii) Credit Agreement dated February 5, 2002, among Ranger Merger
Corporation, Bank of America, N.A., JP Morgan Chase Bank and the
other lenders thereto.
(c)(i)* Fairness Opinion of Dresdner Kleinwort Wasserstein (included as
Annex B to Offer to Purchase filed herewith as Exhibit
(a)(1)(i)).
(c)(ii)* Materials presented by Dresdner Kleinwort Wasserstein to the
Special Committee, dated December 24, 2001.
(c)(iii)* Materials presented by Deutsche Banc Alex. Brown to the Levy
Group dated April 4, 2001.
(c)(iv)* Materials presented by Deutsche Banc Alex. Brown to the Levy
Group dated September 17, 2001.
(c)(v)* Preliminary Materials presented by Dresdner Kleinwort
Wasserstein to the Special Committee, dated October 31, 2001.
(c)(vi)* Preliminary Materials presented by Dresdner Kleinwort Wasserstein
to the Special Committee, dated December 5, 2001.
(c)(vii)* Preliminary Materials presented by Dresdner Kleinwort Wasserstein
to the Special Committee, dated December 18, 2001.
(c)(viii)* Financial Projections Prepared by the Management of the Company,
dated April, 2001 (the "April Projections").
(c)(ix)* Financial Projections Prepared by the Management of the Company,
dated September, 2001 (the "July Projections").
(c)(x)* Financial Projections Prepared by the Management of the Company,
dated October, 2001 (the "October Projections").
(d)(i)* Agreement and Plan of Merger, dated as of December 24, 2001, by
and among Holding, Purchaser and the Company (included as Annex A
to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(d)(ii) None.
(e)(i)* Excerpts from the 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 at Exhibit
(a)(1)(i)).
(g) None.
(h) None.