Amended Tender Offer Statement by Third Party (sc To-t/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

KAYDON CORPORATION

(Names of Subject Company (Issuer))

DUBLIN ACQUISITION SUB INC.

(Name of Filing Persons (Offeror)) a wholly owned subsidiary of

ATLAS MANAGEMENT, INC.

(Name of Filing Persons (Parent of Offeror))

AKTIEBOLAGET SKF

(Names of Filing Persons (Other Person))

COMMON STOCK, $0.10 PAR VALUE PER SHARE

(Title of Class of Securities)

486587108

(CUSIP Number of Class of Securities)

Dublin Acquisition Sub Inc.

Atlas Management, Inc.

c/o SKF USA Inc.

890 Forty Foot Road

P.O. Box 352

Lansdale, PA 19446

Attention: Timothy D. Gifford

General Counsel and Secretary

Phone: [phone]

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Kristin Ifft Wells, Esq.

James J. Barnes, Esq.

Reed Smith LLP

Reed Smith Centre

225 Fifth Avenue

Pittsburgh, PA 15222-2716

Phone: [phone]

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee**
$1,151,238,503.65		$157,028.93

*

Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by adding (a) the product of the offer price of $35.50 per share of common stock of Kaydon Corporation (“Kaydon”), par value $0.10 per share, (“Shares”) multiplied by (i) 32,201,071 Shares issued and outstanding (including 289,635 Shares of restricted stock and 93,864 performance shares), plus (ii) 12,417 Shares issuable in respect of accrued and unaccrued dividends on outstanding Kaydon performance shares, plus (iii) 33,283 Kaydon phantom share awards granted under Kaydon’s 1999 Long Term Stock Incentive Plan, 2001 Director Deferred Compensation Plan, 2003 Non-Employee Director’s Equity Plan or 2013 Non-Employee Directors Equity Plan (the “Phantom Shares”) (including 13,813 Kaydon Phantom Shares in respect of dividends accrued and unaccrued on outstanding Kaydon Phantom Shares and deferred board compensation), (b) a cash payment for the 2013 dividends payable in respect of 19,470 Company Phantom Shares of $11,682, and (c) 759,865 Shares issuable pursuant to outstanding options with an exercise price less than $35.50 per share, multiplied by an amount equal to $35.50 minus the weighted average exercise price for such options of $26.99 per share. The calculation of the filing fee is based on information provided by Kaydon Corporation as of September 12, 2013, the most recent practicable date.

 

**	The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, is calculated by multiplying the Transaction Valuation by 0.0001364.

 

x	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: $157,028.93		Filing Party: Dublin Acquisition Sub Inc., Atlas Management, Inc., Aktiebolaget SKF
Form or Registration No.: Schedule TO		Date Filed: September 16, 2013

 

¨	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: ¨ ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2013, as amended by Amendment No. 1 filed with the SEC on September 26, 2013, Amendment No. 2 filed with the SEC on September 27, 2013, and Amendment No. 3 filed with the SEC on October 8, 2013 (as so amended, the “Schedule TO”), by Dublin Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Atlas Management, Inc., a Delaware corporation (“Parent”), an indirect wholly owned subsidiary of Aktiebolaget SKF, a Swedish corporation (“AB SKF”), for all of the outstanding shares of common stock, par value $0.10 per share, of Kaydon Corporation, a Delaware corporation (“Kaydon”), at a price of $35.50 per share, net to the seller thereof in cash, without interest and less any required withholding taxes, and on the other terms and conditions set forth in the Offer to Purchase dated September 16, 2013 (the “Offer to Purchase”) as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 and in the related Letter of Transmittal, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

The information in the Schedule TO is incorporated in this Amendment No. 4 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 4. Capitalized terms used in this Amendment No. 4 without definition shall have the meanings specified in the Schedule TO.

Item 1, Item 4, Item 8 and Item 11.

Item 1, Item 4, Item 8 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:

“The Offer and withdrawal rights expired, as scheduled, at 11:59 p.m., New York City time, on October 15, 2013. The Depositary for the Offer has advised the Purchaser that, as of the expiration time of the Offer, a total of 25,463,526 Shares were validly tendered to Purchaser and not validly withdrawn in the Offer (not including 687,271 tendered by notice of guaranteed delivery), which represent approximately 77.1% of all issued and outstanding Shares on a fully-diluted basis. The number of Shares tendered into the Offer satisfies the Minimum Tender Condition. All other conditions to the Offer having been satisfied or waived and the Purchaser has accepted all Shares that were validly tendered and not validly withdrawn during the offering period. Payment for such Shares will be made promptly, in accordance with the terms of the Offer.

On October 16, 2013, Aktiebolaget SKF issued a press release announcing the expiration and results of the Offer and that Parent and Purchaser would consummate the Merger later that day in accordance with Section 251(h) of the DGCL.

The press release announcing the expiration and results of the Offer and the consummation of the Merger is attached hereto as Exhibit (a)(5)(H) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(H)         Press Release issued by Aktiebolaget SKF on October 16, 2013

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2013

 

DUBLIN ACQUISITION SUB INC.
By:		/s/ Timothy D. Gifford
Name:		Timothy D. Gifford
Title:		Senior VP and General Counsel

 

ATLAS MANAGEMENT, INC.
By:		/s/ Brian J. Duffy
Name:		Brian J. Duffy
Title:		President

 

AKTIEBOLAGET SKF (PUBL)
By:		/s/ Carina Bergfelt
Name:		Carina Bergfelt
Title:		General Counsel and Senior Vice President

 

By:		/s/ Henrik Lange
Name:		Henrik Lange
Title:		Senior Executive Vice President and Chief Financial Officer

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Exhibit No.		Description
(a)(1)(A)*		Offer to Purchase, dated September 16, 2013
(a)(1)(B)*		Letter of Transmittal
(a)(1)(C)*		Notice of Guaranteed Delivery
(a)(1)(D)*		Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)*		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)*		Summary Advertisement as published in the Wall Street Journal on September 16, 2013
(a)(5)(A)*		Press Release issued by Aktiebolaget SKF on September 5, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Atlas Management, Inc. with the Securities and Exchange Commission on September 5, 2013)
(a)(5)(B)*		Press Release issued by Kaydon Corporation on September 5, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Atlas Management, Inc. with the Securities and Exchange Commission on September 5, 2013)
(a)(5)(C)*		Transcript of Investor Conference held by Aktiebolaget SKF on September 5, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Atlas Management, Inc. with the Securities and Exchange Commission on September 6, 2013)
(a)(5)(D)*		Excerpted quotes of Tom Johnstone, President and Chief Executive Officer of Aktiebolaget SKF, from article in Dagens Industri, dated September 6, 2013 and translated from Swedish (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Atlas Management, Inc. with the Securities and Exchange Commission on September 6, 2013)
(a)(5)(E)*		Slides excerpted from Investor Presentation Slideshow given by Tom Johnstone, President and Chief Executive Officer of AB SKF, on September 10, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Atlas Management, Inc. with the Securities and Exchange Commission on September 10, 2013)
(a)(5)(F)*		Press Release issued by Aktiebolaget SKF on September 16, 2013
(a)(5)(G)*		Press Release issued by Aktiebolaget SKF on October 8, 2013
(a)(5)(H)		Press Release issued by Aktiebolaget SKF on October 16, 2013
(b)(1)*		Revolving Credit Facility Agreement between Aktibolaget SKF (publ) as Borrower and the Lender named therein, dated July 12, 2010.
(d)(1)*		Agreement and Plan of Merger, dated September 5, 2013, by and among Atlas Management, Inc., Dublin Acquisition Sub Inc. and Kaydon Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Kaydon Corporation with the Securities and Exchange Commission on September 5, 2013)
(d)(2)*		Confidentiality Agreement, dated October 16, 2012, between Kaydon Corporation and Aktiebolaget SKF
(d)(3)*		Guaranty and Performance Agreement, dated September 5, 2013, by and between Aktiebolaget SKF and Kaydon Corporation
(g)		None
(h)		None

 

*	Previously filed.