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
(Amendment No. 2)
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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
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Transaction Valuation* Amount of Filing Fee
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$1,885,777.20 $377.16**
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* 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.
** Previously Paid.
/ 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: $377.16.
Form or Registration No.: Schedule TO.
Filing party: Decorator Industries, Inc.
Date filed: February 22, 2002.
/ / 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. /x /
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Introductory Statement
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO
filed by Decorator Industries, Inc. (the "Company") with the Securities and
Exchange Commission (the "SEC") on February 22, 2002, as amended by Amendment
No. 1 to the Schedule TO filed by the Company with the SEC on March 13, 2002
(the "Schedule TO"), relating to an offer by the Company to exchange certain
outstanding options to purchase the Company's common stock as set forth on this
Schedule TO held by eligible employees for new options to purchase shares of the
Company's common stock. This exchange offer has occurred upon the terms and
subject to the conditions described in (1) the Offer to Exchange filed as
Exhibit (a)(1) to the Schedule TO, (2) the letter from William A. Bassett filed
as Exhibit (a)(2) to the Schedule TO, (3) the Election Form filed as Exhibit
(a)(3) to the Schedule TO, (4) the Notice to Withdraw from the Offer filed as
Exhibit (a)(4) to the Schedule TO and (5) the Form of Promise to Grant Stock
Option(s) filed as Exhibit (a)(5) to the Schedule TO.
This Amendment No. 2 amends the Schedule TO in order to report the
final results of the exchange offer. A total of 13 persons elected to
participate in the exchange offer. These 13 persons tendered a total of 207,500
options to purchase the Company's common stock in return for promises to grant
new options with a grant date no earlier than September 24, 2002 and no later
than December 31, 2002.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Exchange, is hereby amended and
supplemented as follows:
The Offer made pursuant to the Schedule TO expired at 9:00 p.m. Eastern
Standard Time, Friday, March 22, 2002. The Company accepted for exchange and
cancellation options to purchase an aggregate of 207,500 shares of the Company's
Common Stock representing 89.13% of the options subject to the Offer. The
Company expects to issue new options to purchase 166,250 shares of its common
stock in exchange for the options accepted for exchange and cancellation as
described in the Offer to Exchange.
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: March 26, 2002