- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
----------------
FULL LINE DISTRIBUTORS, INC.
(Name of Subject Company (Issuer))
FLD ACQUISITION CORP.
BRODER BROS., CO.
(Names of Filing Persons (Offerors))
----------------
Common Stock, no par value per share 35967N 10 6
(Title of Class of Securities) (CUSIP Number of Class of Securities)
----------------
Vincent Tyra
Chief Executive Officer
Broder Bros., Co.
45555 Port Street
Plymouth, Michigan 48170
Telephone: (734) 454-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Dennis M. Myers, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
----------------
CALCULATION OF FILING FEE
- ---------------------------------------------------------
- ---------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
- ---------------------------------------------------------
$13,343,590 $2,669
- ---------------------------------------------------------
- ---------------------------------------------------------
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 4,222,501 shares of common stock and options to purchase
300,750 shares of common stock of Full Line Distributors, Inc. at the
maximum tender offer price of $2.95 per share.
** Calculated as 1/50 of 1% of the transaction value.
[X] Check 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:.................. $2,669 Filing party:...... FLD Acquisition Corp.
Form or Registration
No.:................... SC TO-T Date Filed:........ July 13, 2001
[_] 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.
[_] Going-private transaction subject to Rule 13e-3.
[_] Issuer tender offer subject to Rule 13e-4.
[_] 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: [_]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by FLD Acquisition Corp., a Georgia
corporation ("Purchaser") and Broder Bros., Co., a Michigan corporation
("Broder") on July 13, 2001 (the "Schedule TO") relating to the offer by
Purchaser to purchase all outstanding shares of common stock, no par value per
share (the "Shares"), of Full Line Distributors, Inc., a Georgia corporation
("Full Line"), at a purchase price of $2.95 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 13, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and
(a)(1)(ii) to the Schedule TO (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Capitalized terms
used but not defined in this Amendment shall have the meaning assigned to them
in the Offer to Purchase.
Items 1 through 9, and 11.
Items 1 through 9, and 11 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended and
supplemented by incorporating by reference therein the information set forth
in the Supplement to Offer to Purchase, dated August 2, 2001 (the
"Supplement").
Item 10. Financial Statements.
Summarized financial information specified by Item 1010(c) of Regulation M-A
relating to Broder is set forth in the Supplement in Item 8 under the
paragraph titled "Summary Financial Information." The audited consolidated
financial statements of Broder as of and for the fiscal years ended December
30, 2000 and December 26, 1999 are filed as Exhibit (a)(5)(iv) and the
unaudited consolidated financial statements of Broder as of March 31, 2001 and
for the three month periods ended March 31, 2001 and March 25, 2000 are filed
as Exhibit (a)(5)(v) to this Schedule TO and each are incorporated herein by
reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
Exhibit No. Description
----------- -----------
(a)(5)(iii) Supplement to Offer to Purchase, dated August 2, 2001.
(a)(5)(iv) Audited Consolidated Financial Statements of Broder as of and for
the years ended December 30, 2000 and December 26, 1999.
(a)(5)(v) Unaudited Consolidated Financial Statements of Broder as of March
31, 2001 and for the three month periods ended March 31, 2001 and
March 25, 2000.
2
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 3, 2001 Schedule TO
FLD ACQUISITION CORP.
/s/ Vincent J. Tyra
By: _________________________________
Name: Vincent Tyra
Title: Chief Executive Officer
BRODER BROS., CO.
/s/ Vincent J. Tyra
By: _________________________________
Name: Vincent Tyra
Title: Chief Executive Officer
3
EXHIBIT INDEX
Exhibit No.
------------
*(a)(1)(i) Offer to Purchase, dated July 13, 2001.
*(a)(1)(ii) Form of Letter of Transmittal.
*(a)(1)(iii) Form of Notice of Guaranteed Delivery.
*(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(1)(v) Form of Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(1)(vi) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(5)(i) Joint Press Release issued by Broder and Full Line on July 10,
2001.
*(a)(5)(ii) Joint Press Release issued by Broder and Purchaser on July 17,
2001.
(a)(5)(iii) Supplement to Offer to Purchase, dated August 1, 2001.
(a)(5)(iv) Audited Consolidated Financial Statements of Broder as of and for
the years ended December 30, 2000 and December 26, 1999.
(a)(5)(v) Unaudited Consolidated Financial Statements of Broder as of March
31, 2001 and for the three month periods ended March 31, 2001
and March 25, 2000.
*(b) Commitment Letter, dated as of July 6, 2001, among Bank One,
Michigan, Banc One Capital Markets, Inc. and Broder.
*(d)(1) Agreement and Plan of Merger, dated as of July 9, 2001, among
Broder, Purchaser and Full Line.
*(d)(2) Stockholders' Agreement, dated as of July 9, 2001, among Broder,
Purchaser and the shareholders named therein.
*(d)(3) Employment Agreement, dated as of July 9, 2001, between the
Purchaser and Isador E. Mitzner.
*(d)(4) Employment Agreement, dated as of July 9, 2001, between the
Purchaser and J. David Keller.
*(d)(5) Non-Compete Agreement, dated as of July 9, 2001, between the
Purchaser and Isador E. Mitzner.
*(d)(6) Non-Compete Agreement, dated as of July 9, 2001, between the
Purchaser and J. David Keller.
*(d)(7) Letter of Intent, dated as of May 14, 2001, between Broder and
Full Line.
(g) None.
(h) None.
- --------
*Previously filed.