- Amended tender offer statement by Third Party (SC TO-T/A)
December 01 2010 - 8:12AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hawk Corporation
(Name of Subject Company)
HC Corporation
(Offeror)
a wholly owned subsidiary of
Carlisle Companies Incorporated
(Parent of Offeror)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER
SHARE
(Title of Class of Securities)
(including the associated preferred share purchase rights)
420089104
(CUSIP Number of Class of Securities)
Steven J. Ford
Vice President, Chief Financial Officer, and General Counsel
Carlisle Companies Incorporated
13925 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(704) 501-1100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications
on Behalf of Filing Persons)
Copy to:
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street,
Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
o
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.
o
issuer tender
offer subject to Rule 13e-4.
o
going-private
transaction subject to Rule 13e-3.
o
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
This
Amendment No. 4 (
Amendment No. 4
) amends and
supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission on November 1, 2010 (the
Schedule TO
), by (i) HC
Corporation, a Delaware corporation (the
Purchaser
),
and a wholly owned subsidiary of Carlisle Companies Incorporated, a Delaware
corporation (
Parent
), and (ii) Parent.
The Schedule TO relates to the offer by the Purchaser to purchase all of
the outstanding shares of Class A common stock, par value $0.01 per share
(together with the associated preferred share purchase rights, the
Shares
), of Hawk Corporation, a Delaware corporation (
Hawk
), at a purchase price of $50.00 per Share, net to the
seller in cash, without interest, less any applicable withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 1, 2010 (which, together with any amendments and
supplements thereto, collectively constitute the
Offer to
Purchase
), and in the related letter of transmittal (as it may be
amended or supplemented, the
Letter of Transmittal
,
which, together with the Offer to Purchase, constitute the
Offer
).
All
capitalized terms used in this Amendment No. 4 without definition have the
meanings ascribed to them in the Schedule TO.
All information in the
Schedule TO is incorporated into this Amendment No. 4 by reference, except
that such information is hereby amended to the extent specifically provided
herein. This Amendment No. 4 is
being filed to reflect certain updates as reflected below.
The
items of the Schedule TO set forth below, to the extent such items
incorporate by reference the information contained in the Offer to Purchase,
are hereby amended and supplemented as described below. All page references in this Amendment No. 4
refer to the Offer to Purchase.
Items 1,4 and 11.
Summary Term Sheet; Terms of the Transaction; and Additional Information
Items 1, 4 and 11 of this
Schedule TO are hereby amended and supplemented by adding the following text
thereto:
The Offer expired as of 12:00 midnight, New York
City time, at the end of the day on Tuesday, November 30, 2010. Based on a
preliminary count by the Depositary, a total of 7,321,448 Shares, including
312,450 Shares tendered under guaranteed delivery procedures, representing
approximately 94% of all outstanding Shares, were validly tendered and not
withdrawn in the Offer. As of the
Expiration Time, Hawk had 7,759,063 outstanding Shares. All Shares that were validly tendered and not
withdrawn have been accepted for payment by the Purchaser in accordance with
the terms of the Offer and applicable law.
Purchaser will promptly pay for such Shares at the Offer Price.
The notice of guaranteed delivery period will end at
5:00 p.m., New York City time, on December 3, 2010.
Parent, through the Purchaser, will acquire all of
the remaining outstanding Shares by means of the Merger under Delaware
law. In the Merger, each outstanding
Share (other than Shares to which the holder has properly exercised appraisal rights)
will be converted into the right to receive $50.00 net to the seller in cash,
without interest, less any applicable withholding taxes. As a result of the
completion of the Merger, Hawks Class A common stock will cease trading
on the NYSE Amex. Parent expects that
the Merger will be implemented on an expedited basis pursuant to the short form
merger procedure available under Delaware law.
As a result of the Merger, Hawk will become a wholly owned subsidiary of
Parent.
Item 12.
Exhibits
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit:
Exhibit
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Description
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(a)(5)(K)
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Joint
Press Release
issued by
Carlisle Companies Incorporated and Hawk Corporation, dated December 1,
2010
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2
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.
HC Corporation
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By:
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/s/
Michael Roberson
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Name:
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Michael
Roberson
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Title:
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Secretary
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Dated:
December 1, 2010
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Carlisle Companies Incorporated
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By:
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/s/
Steven J. Ford
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Name:
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Steven
J. Ford
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Title:
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Vice
President, Chief Financial Officer,
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and
General Counsel
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Dated:
December 1, 2010
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3
Exhibit Index
Exhibit
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Description
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(a)(1)(A)
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Offer to Purchase, dated
November 1, 2010*
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(a)(1)(B)
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Form of Letter of Transmittal
(including Guidelines for Certification of Taxpayer Identification Number
(TIN) on Substitute Form W-9)*
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery*
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(a)(1)(D)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees*
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(a)(1)(E)
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Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
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(a)(1)(F)
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Form of Summary Advertisement as
published in
The New York Times
on
November 1, 2010*
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(a)(1)(G)
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Form of Notice to Participants in
the Hawk Corporation 401(k) Retirement Plan*
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(a)(5)(A)
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Joint Press Release issued by Carlisle
Companies Incorporated and Hawk Corporation, issued October 15, 2010
(incorporated by reference to Exhibit 99.1 to the Current Report on
Form 8-K filed by Carlisle Companies Incorporated on October 15,
2010)
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(a)(5)(B)
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Presentation Materials from Conference
Call, dated October 15, 2010 (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K filed by Carlisle
Companies Incorporated on October 15, 2010)
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(a)(5)(C)
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Transcript of Conference Call, held
October 15, 2010 (incorporated by reference to the Schedule TO-C filed
by Carlisle Companies Incorporated on October 15, 2010)
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(a)(5)(D)
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Presentation
Materials from Conference Call, dated October 26, 2010 (incorporated by
reference to the Schedule TO-C filed by Carlisle Companies Incorporated on
October 28, 2010)
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(a)(5)(E)
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Transcript
of Conference Call, held on October 26, 2010 (incorporated by reference
to the Schedule TO-C filed by Carlisle Companies Incorporated on
October 28, 2010)
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(a)(5)(F)
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Complaint
filed by Timothy B. Hardy, individually and on behalf of all others similarly
situated, on October 25, 2010, in the Court of Chancery of the State of
Delaware*
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(a)(5)(G)
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Complaint
filed by Patrick Sweeney, individually and on behalf of all others similarly
situated, on October 27, 2010, in the Court of Chancery of the State of
Delaware*
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(a)(5)(H)
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Consolidated
Complaint filed by Timothy B. Hardy and Patrick Sweeney, on behalf of
themselves and all others similarly situated, on November 9, 2010*
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(a)(5)(I)
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Joint
Press Release
issued by
Carlisle Companies Incorporated and Hawk Corporation, dated November 23,
2010
*
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(a)(5)(J)
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Memorandum
of Understanding, dated November 23, 2010*
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(a)(5)(K)
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Joint
Press Release
issued by
Carlisle Companies Incorporated and Hawk Corporation, dated December 1,
2010
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(b)(1)
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Second Amended and Restated Credit Agreement,
dated as of July 12, 2007, among Carlisle Companies Incorporated,
Carlisle Management Company, JPMorgan Chase Bank, N.A., as Administrative
Agent and the Banks listed therein (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Carlisle
Companies Incorporated on July 17, 2007)
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(d)(1)
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Agreement and Plan of Merger, dated as of
October 14, 2010, among Carlisle Companies Incorporated, HC Corporation
and Hawk Corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Carlisle Companies Incorporated on
October 15, 2010)
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(d)(2)
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Tender and Voting Agreement, dated as of
October 14, 2010, among Carlisle Companies Incorporated, HC Corporation
and Ronald E. Weinberg (incorporated by reference to Exhibit 2.2 to the
Current Report on Form 8-K filed by Carlisle Companies Incorporated on
October 15, 2010)
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4
Exhibit
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Description
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(d)(3)
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Tender
and Voting Agreement, dated as of October 14, 2010, among Carlisle
Companies Incorporated, HC Corporation and Norman C. Harbert (incorporated by
reference to Exhibit 2.3 to the Current Report on Form 8-K filed by
Carlisle Companies Incorporated on October 15, 2010)
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(d)(4)
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Tender
and Voting Agreement, dated as of October 14, 2010, by and among
Carlisle Companies Incorporated, HC Corporation and Byron S. Krantz
(incorporated by reference to Exhibit 2.4 to the Current Report on
Form 8-K filed by Carlisle Companies Incorporated on October 15,
2010)
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(d)(5)
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Confidentiality Agreement, dated as of
July 30, 2010, between Carlisle Companies Incorporated and Hawk
Corporation*
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(d)(6)
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Exclusivity Agreement, dated as of
October 7, 2010, between Carlisle Companies Incorporated and Hawk
Corporation*
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* Previously filed with the Schedule TO.
Filed herewith.
5
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