SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.5 TO SCHEDULE TO-I/13E-3
(Rules 13e-3 and 13e-4)
FINAL AMENDMENT
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CURTIS INTERNATIONAL LTD.
(Name of Subject Company (Issuer))
CURTIS INTERNATIONAL LTD.
Aaron Herzog
Jacob Herzog
(Names of Filing Persons)
Common Stock, No Par Value
(Title of Class of Securities)
231461 10 4
(CUSIP Number of Class of Securities)
Aaron Herzog
Chief Executive Officer
315 Attwell Drive
Etobicoke, Ontario M9W 5C1
(416) 674-2123
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Arthus S. Marcus, Esq.
Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022
(212)752-9700
CALCULATION OF FILING FEE
-------------------------
Transaction valuation* Amount of filing fee**
$1,460,116 $292.02
--------------------- --------------------
* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of all outstanding shares of common stock, no par value, of
Curtis International Ltd. not currently owned by the principal shareholders and
primary officers of Curtis International Ltd. at a purchase price of $0.80 per
share, net to the seller in cash, without interest. This calculation also
assumes that the holders of the 1,715,245 shares of common stock offered for
hereby will agree to sell such shares.
** The amount of the filing fee calculated in accordance with Regulation
2400.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the value of the transaction.
[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: $292.02 Filing party: Curtis International Ltd.
Aaron Herzog
Jacob Herzog
Form or Registration No.: SC TO-I/13E-3/A Date filed: August 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:
[_] third party tender offer subject to Rule 14d-1.
[X] 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. [X]
-
INTRODUCTORY STATEMENT
This final amendment (the "Final Amendment") to the Tender Offer and
Going Private Transaction Statement on Schedule TO-I and 13E-3 (the "Statement")
supplements the Statement and related Offer to Purchase dated May 1, 2001
pertaining to the tender offer by Curtis International Ltd., an Ontario
corporation (the "Company" or the "Issuer," as appropriate), to purchase all its
outstanding shares of common stock, no par value per share (the "Common Shares")
and the subsequently filed amendments thereto (collectively, the "Amendments").
The tender offer (the "Tender Offer") will be followed by a merger (the
"Merger") of the Company and a company affiliated with the Herzog Group as a
preliminary step to completing the Company's going-private transaction (the
"Transaction"). Aaron and Jacob Herzog, the principal shareholders and primary
officers of the Company, the A&E Herzog Family Trust and the Herzog Family Trust
(collectively, the "Herzog Group"), do not intend to tender their Common Shares.
The Herzog Group owned, prior to the initiation of the Tender Offer,
approximately sixty-seven percent (67%) of the issued and outstanding Common
Shares. The Common Shares were tendered for at a purchase price of $0.80 per
Common Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in Amendment IV.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Final Amendment, except as otherwise set forth
below.
ITEM 11. ADDITIONAL INFORMATION
The Company's all cash tender offer for all of its outstanding Common
Shares expired at 5:00 P.M., E.S.T. on August 7, 2001. Based upon the final
count of the depositary, 971,078 Common Shares, constituting approximately 18.5%
of the total outstanding Common Shares and approximately 56.6% of the
outstanding Common Shares held by persons other than the Herzog Group, were
validly tendered and not withdrawn. All of the Common Shares tendered in the
Tender Offer were accepted by the Company for an aggregate consideration of
$776,921.60. As a result, the Herzog Groups owns approximately 82.67% of the
outstanding Common Shares. The Herzog Group holds a sufficient
2
number of Common Shares to effect the Merger, which the Company expects will be
completed on or about August 31, 2001. A press release issued by the Company on
August 8, 2001, announcing the termination of the Tender Offer and the
acceptance of validly tendered Common Shares is attached hereto as Exhibit
(A)(9) and is incorporated herein by reference.
ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the
following exhibit: (a)(9) Text of press release issued by the Company announcing
the expiration of the Tender Offer, dated August 8, 2001
(A)(1) Offer to Purchase dated May 30, 2001.
(A)(4) Form of Letter of Transmittal for Common Shares.*
(A)(5) Form of Notice of Guaranteed Delivery.*
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(A)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(A)(9) Copy of Press Release dated August 8, 2001, reporting final results of
the Tender Offer.
* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The Transaction constitutes a "going-private" transaction within the meaning of
Rule 13e-3. As such, the following sets forth that information required by
Schedule 13E-3 that has not already been set forth in Items 1-12 of the Schedule
TO above. In addition, the following sets forth the information required by
Schedule 13E-3 with respect to Messrs. Herzog, who may be deemed to be engaged
in the Transaction by virtue of their status as affiliates of the Company,
insofar as such information is distinct or different from that applicable to the
Company. The information set forth in the Offer to Purchase is incorporated
herein by reference to the items required by Schedule 13E-3.
ITEM 16 OF SCHEDULE 13E-3 EXHIBITS
(c) (A)(2) Form of Fairness Opinion*
(A)(8) Form of Report*
(f) (A)(3) Rights of Dissenting Shareholders under the Ontario Business
Corporation Act*
* Previously filed.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO-I/13E-3/A is true, complete and
correct.
Curtis International Ltd.
/s/ Aaron Herzog
-------------------------------
Aaron Herzog
Chief Executive Officer
Date: August 13, 2001
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13E-3 is true, complete and correct.
/s/ Aaron Herzog
-------------------------------
Aaron Herzog
Chief Executive Officer
/s/ Jacob Herzog
-------------------------------
Jacob Herzog
Chairman of the Board
Date: August 13, 2001
4