SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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DECORATOR INDUSTRIES, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $0.20 Per Share
(Title of Class of Securities)
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243631207
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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Jerome B. Lieber, Secretary
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
(412) 392-2000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
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Copies to:
Michael M. Lyons, Esq.
Craig S. Heryford, Esq.
David A. Jaffe, Esq.
Klett Rooney Lieber & Schorling
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
(412) 392-2000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$1,885,777.20 $377.16
*
Calculated solely for purposes of determining the filing fee. This
amount assumes that options to purchase 232,812 shares of common stock
of Decorator Industries, Inc. having an aggregate value of
$1,885,777.20 as of February 21, 2002 will be exchanged pursuant to
this offer. The aggregate value of such options was calculated on the
basis of the highest price at which the options may be exercised. The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction. Because on the date of this
filing most of these options have exercise prices that are
substantially higher than the current trading price of our Common
Stock, Decorator believes that these options have little or no current
value.
/ / 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: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
/ / Check 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:
/ / third party tender offer subject to Rule 14d-1.
/x/ 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. / /
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to
Exchange, dated February 22, 2002 (the "Offer to Exchange"), attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Decorator Industries, Inc., a Pennsylvania
corporation (the "Company"), and the address of its principal executive office
is 10011 Pines Boulevard, Pembroke Pines, Florida 33024. The telephone number of
its principal executive office is (954) 436-8909 The information set forth in
the Offer to Exchange under Section 10 ("Information Concerning Decorator
Industries") is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the
Company to certain of its employees to exchange certain options to purchase
shares of the Company's Common Stock, par value $0.20 per share, having an
exercise price of $7.00 per share or more that are outstanding under the
Company's 1995 Incentive Stock Option Plan, as may be amended from time to time
(the "1995 Plan"), for new options to purchase Common Stock that will be granted
under the 1995 Plan (the "New Options"), upon the terms and subject to the
conditions described in (a) the Offer to Exchange, (b) the Letter from William
A. Bassett, President and Chief Executive Officer of the Company, dated February
22, 2002 and attached hereto as Exhibit (a)(2), (c) the Election Form attached
hereto as Exhibit (a)(3), (d) the Notice to Withdraw from the Offer attached
hereto as Exhibit (a)(4) (collectively, as they may be amended from time to
time, the "Offer"), and (e) the form of Promise to Grant Stock Option(s)
attached hereto as Exhibit (a)(5). The actual number of shares for which each
new option will be exercisable have been determined with respect to each
employee individually in keeping with the Company's normal compensation
practices. Employees are eligible to participate in the Offer if they are
employees of Decorator Industries as of the date the Offer commences and remain
employees through the date on which the tendered options are cancelled. In order
to receive a New Option, a participant must remain an eligible employee as of
the date the New Options are granted. Members of the Board of Directors,
executive officers and other officers of Decorator are listed on Schedule A to
the Offer to Exchange. Other than those directors that are also executive
officers of the Company, members of our Board of Directors are not eligible to
participate. As of February 22, 2002, there were options to purchase 502,386
shares of the Company's Common Stock outstanding. The information set forth in
the Offer to Exchange under "Summary Term Sheet," Section 2 ("Number of Options;
Expiration Date"), Section 6 ("Acceptance of Options for Exchange and Issuance
of New Options") and Section 9 ("Source and Amount of Consideration; Terms of
New Options") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 8
("Price Range of Shares Underlying the Options") is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
(a) The Company is the filing person. The information set forth under Item
2(a) above is incorporated herein by reference. The information set forth in
Schedule A to the Offer to Exchange is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under "Summary Term
Sheet," Section 2 ("Number of Options; Expiration Date"), Section 4 ("Procedures
for Tendering Options"), Section 5 ("Withdrawal Rights and Change of Election"),
Section 6 ("Acceptance of Options for Exchange and Issuance of New Options"),
Section 7 ("Conditions of the Offer"), Section 9 ("Source and Amount of
Consideration; Terms of New Options"), Section 12 ("Status of Options Acquired
by Us in the Offer; Accounting Consequences of the Offer"), Section 13 ("Legal
Matters; Regulatory Approvals"), Section 14 ("Material U.S. Federal Income Tax
Consequences"), Section 15 ("Extension of Offer; Termination; Amendment") and
Section 16 ("Fees and expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section 3
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Acceptance of Options for Exchange and Issuance of New Options") and
Section 12 ("Status of Options Acquired by Us in the Offer; Accounting
Consequences of the Offer") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 3
("Purpose of the Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under Section 9
("Source and Amount of Consideration; Terms of New Options") and Section 16
("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 7
("Conditions to the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Not applicable.
(b) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth (i) in the Offer to Exchange under Section 10
("Information Concerning Decorator"), Section 17 ("Additional Information") and
Section 18 ("Summary Financial Information"), (ii) on pages F-1 through F-14 of
the Company's Annual Report on Form 10-K for its fiscal year ended December 30,
2000 and (iii) on pages three through seven of the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September
29, 2001, is incorporated herein by reference, and is available over the
Internet at the World Wide Web site of the Securities and Exchange Commission at
http://www.sec.gov.
(b) Not applicable.
(c) The information set forth in the Offer to Exchange under Section 18
("Summary Financial Information") is incorporated herein by reference.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") and Section 13 ("Legal Matters; Regulatory Approvals") is
incorporated herein by reference.
(b) Not applicable.
Item 12. Exhibits.
(a)
(1) Offer to Exchange, dated February 22, 2002.
(2) Letter from William A. Bassett, President and Chief Executive
Officer of the Company, dated February 22, 2002.
(3) Election Form.
(4) Notice to Withdraw from the Offer.
(5) Form of Promise to Grant Stock Option(s).
(6) Decorator Industries, Inc. Annual Report on Form 10-K for its
fiscal year ended December 30, 2000, filed with the Securities
and Exchange Commission on March 30, 2001 and incorporated herein
by reference.
(7) Decorator Industries, Inc. Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2001, June 30, 2001 and September
29, 2001, filed with the Securities and Exchange Commission on
May 14, 2001, August 13, 2001 and November 13, 2001,
respectively, and incorporated herein by reference.
(b) Not applicable.
(d)
(1) Decorator Industries, Inc. 1995 Incentive Stock Option Plan and
forms of agreement thereunder filed as Exhibit 10U to Decorator
Industries, Inc.'s Annual Report on Form 10-K for its fiscal year
ended December 30, 1995 filed with the Securities and Exchange
Commission on March 27, 1996 is incorporated herein by reference.
(2) Decorator Industries, Inc. 1995 Incentive Stock Option Plan
Prospectus, dated as of October 15, 1999 is incorporated herein
by reference to Decorator's registration statement on Form S-8
filed with the Securities and Exchange Commission on October 15,
1999.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
DECORATOR INDUSTRIES, INC.
/s/ MICHAEL K. SOLOMON
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Michael K. Solomon
Vice President, Treasurer and Chief
Financial Officer
Date: February 22, 2002
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(1) Offer to Exchange, dated February 22, 2002.
(a)(2) Letter from William A. Bassett, President and Chief Executive Officer of
the Company dated February 22, 2002.
(a)(3) Election Form.
(a)(4) Notice to Withdraw from the Offer.
(a)(5) Form of Promise to Grant Stock Option(s).
(a)(6) Decorator Industries, Inc. Annual Report on Form 10-K for its fiscal year
ended December 30, 2000, filed with the Securities and Exchange
Commission on March 30, 2001 and incorporated herein by reference.
(a)(7) Decorator Industries, Inc. Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 29, 2001,
filed with the Securities and Exchange Commission on May 14, 2001, August
13, 2001 and November 13, 2001, respectively, and incorporated herein by
reference.
(d)(1) Decorator Industries, Inc. 1995 Incentive Stock Option Plan and form of
agreement filed as Exhibit 10U to Decorator Industries Inc.'s Annual
Report on Form 10-K for its fiscal year ended December 30, 1995 filed
with the Security and Exchange Commission on March 27, 1996 is
incorporated herein by reference.
(d)(2) Decorator Industries, Inc. 1995 Incentive Stock Option Plan Prospectus
dated as of October 15, 1999 is incorporated herein by reference to
Decorator's registration statement on Forms-8 filed with the Securities
and Exchange Commission on October 15, 1999.