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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.
(AMENDMENT NO. 2)
EMCO LIMITED
(Name of Subject Company (Issuer))
2022841 ONTARIO INC.,
an indirect wholly owned subsidiary of
BLACKFRIARS CORP.
(Names of Filing Persons (Offerors))
COMMON SHARES
(Title of Class of Securities)
290839109
(CUSIP Number of Class of Securities)
David Bradford
Secretary
Blackfriars Corp.
555 Skokie Blvd.
Suite #555
Northbrook, Illinois 60062
Telephone: (818) 597-3754
(Name, address and telephone number of
person authorized to receive
notices and communications on
behalf of filing persons)
Copies to:
Stephen M. Banker, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: 212-735-3000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
US $194,134,547 US $15,706
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* Estimated for purposes of calculating amount of filing fee only. This
amount assumes the purchase of all outstanding shares of common stock of
Emco Limited ("Emco"), based upon the product obtained by multiplying (a)
17,488,482 (the maximum number of common shares ("Common Shares") of Emco
to be acquired in the tender offer) and (b) the quotient of (x) the offer
price of Cdn$16.60 per Common Share divided by (y) 1.4954 (the February
27, 2003, noon buying rate in New York City for cable transfers payable
in Canadian dollars for US$1.00, as released by the Federal Reserved Bank
of New York).
** Previously paid. The amount of the filing fee calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
the product of .0000809 and the transaction valuation.
[_] 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 Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_] 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.
[_] 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 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on February 28, 2003, relates to the offer by 2022841 Ontario Inc.
(the "Offeror"), an Ontario corporation and an indirect wholly owned
subsidiary of Blackfriars Corp., a corporation organized under the laws of the
State of Delaware ("Blackfriars"), to purchase all outstanding common shares
(the "Common Shares") of Emco Limited, an Ontario corporation (the "Company"),
at Cdn$16.60 per Common Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase (the "Offer to Purchase", which includes the Offer Document
("Offer Document") and the accompanied Circular (the "Circular") contained
therein) and in the related Letter of Transmittal, copies of which were filed
as Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively. The Offer to
Purchase and the Letter of Transmittal, as they may be amended or
supplemented, are collectively referred herein to as the "Offer". Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given to such terms in the Offer To Purchase.
Item 11. Additional Information.
(a)-(b) Item 11 is hereby amended and supplemented to add the
following:
On March 19, 2003, the Company issued a press release, a
copy of which is attached hereto as Exhibit (a)(13), announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, applicable to the purchase of the Common Shares pursuant to the
Offer expired at 12:00 midnight, EST, on March 18, 2003.
Item 12. Exhibits.
(a)(13) Press Release issued by Emco Limited on March 19, 2003.
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.
2022841 ONTARIO INC.
By: /s/ Christopher Pappo
________________________________
Name: Christopher Pappo
Title: Chief Financial Officer
BLACKFRIARS CORP.
By: /s/ Thomas A. Lullo
_________________________________
Name: Thomas A. Lullo
Title: Treasurer and Assistant
Secretary
Dated: March 19, 2003
EXHIBIT INDEX
Exhibit No. Exhibit Name Page Number
(a)(13) Press Release issued by Emco Limited
on March 19, 2003.