-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+Kq/BdccqlB/cdlrtqnwrPeQHxtKw9dNDbiSI51aJWT5mqYveXjwTb+VGs0h1of HXwXZKK5z4gUgc1hkyga/A== 0000950115-98-001623.txt : 19981022 0000950115-98-001623.hdr.sgml : 19981022 ACCESSION NUMBER: 0000950115-98-001623 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981021 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-12729 FILM NUMBER: 98728652 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 SC 13E4/A 1 AMENDMENT TO TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------------------- THE WEST COMPANY, INCORPORATED (Name of Issuer) THE WEST COMPANY, INCORPORATED (Name of Person(s) Filing Statement) COMMON STOCK ($.25 PAR VALUE) (Title of Class of Securities) 953348 10 9 (CUSIP NUMBER of Class of Securities) John R. Gailey III Vice President and General Counsel The West Company, Incorporated 101 Gordon Drive Lionville, PA 19341-0645 (610) 594-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication on Behalf of the Person(s) Filing Statement) -------------------------------------- September 9, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) --------------------------------------- CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee ---------------------- -------------------- $62,000,000 $12,400.00 *Calculated solely for the purpose of determining the filing fee, based upon the purchase of 2,000,000 shares at the maximum tender offer price per share of $ 31.00. |_| Check 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: $12,400.00 Filing Party: The West Company, Incorporated Form or Registration No.: Form 13E-4 Date Filed: September 9, 1998
This Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4 filed September 9, 1998 (the "Statement"), is being made solely for the purposes of filing as Exhibit (f) a copy of the script used by the Information Agent, and filing as Exhibit (a) (12) the press release issued by the Company on October 8, 1998. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) A list of exhibits filed with this Statement is set forth on the Index to Exhibits immediately following the signature page of this Statement and is incorporated herein by reference. (b) - (e) Not applicable. (f) The Oral Solicitation Script used by the Information Agent, filed as Exhibit (f) hereto, is incorporated herein by reference. 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. THE WEST COMPANY, INCORPORATED By: ----------------------------------- Steven A. Ellers Senior Vice President and Chief Financial Officer 3 Dated: October 21, 1998 INDEX TO EXHIBITS
ITEM DESCRIPTION PAGE - ---- ----------- ---- (a) (1) Form Offer to Purchase dated September 9, 1998 ....................................... * (a) (2) Form of Letter of Transmittal......................................................... * (a) (3) Form of Notice of Guaranteed Delivery................................................. * (a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.......................................................... * (a) (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees............................................. * (a) (6) Form of Letter to Shareholders dated September 9, 1998, from the Chairman and Chief Executive Officer of the Company............................... * (a) (7) Form of Letter from The West Company, Incorporated to participants in The West Company Saving Plan, Direction Form for The West Company, Incorporated Savings Plan Employer Matching Contribution and PAYSOP Accounts the Form of Questions and Answers for plan participants about the Company's tender offer ............................................................... * (a) (8) Form of Letter from the Company to participants in the Non-Qualified Incentive Plans; Direction Form for the Long Term Incentive Plan and 1998 Key Employee Incentive Compensation Plan ("Non-Qualified Incentive Plans") Bonus Share Accounts and the Form of Questions and Answers for plan participants about the Company's tender offer............................................................ * (a) (9) Summary Advertisement dated September 9, 1998......................................... * (a) (10) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9................................................................... * (a) (11) Press Release dated September 9, 1998 incorporated herein by reference to. Exhibit 99.1 to the Company's Current Report 8-K filed with the Commission on September 9, 1998............................. * (a) (12) Press Release dated October 8, 1998................................................... 5 (f) Oral Solicitation Script Used by the Information Agent, Shareholder Communications Corporation............................................................ 7
- ---------- * Previously filed. 4 EX-99.A12 2 PRESS RELEASE Exhibit (a) (12) Contact: The West Company Stephen M. Heumann Vice President and Treasurer (610) 594-3346 Investor Relations: Morgen-Walke Associates Jill Ruja/Meredith Pudalov Press: Darren Brandt (212) 850-5600 THE WEST COMPANY ANNOUNCES CONCLUSION OF "DUTCH AUCTION" SELF-TENDER Lionville, PA October 8, 1998. The West Company, Incorporated (NYSE:WST) announced the final results of its Dutch Auction self-tender offer for up to 2,000,000 shares of its common stock, which expired at 5:00 p.m. on Wednesday, October 7, 1998. The Company said that it will purchase approximately 2,000,000 shares of its common stock at a purchase price of $30.00 per share in accordance with the terms of the tender offer. This represents approximately 90% of the 2,250,000 shares tendered at or below the purchase price. The Company will make payment for the purchased shares as soon as practical. This share purchase represents approximately 11.8% of its shares outstanding immediately prior to the offer. The West Company applies value-added services to the process of bringing new drug therapies and healthcare products to global markets. West's technologies include research and development of delivery systems for challenging drug molecules; the design and manufacture of packaging components, systems and devices that effectively deliver and differentiate drugs and healthcare products; contract laboratory services; and commercialization processes for the manufacturing, filling and packaging of drug and healthcare products. * * * * * * * * * * * * * 5 EX-99.F 3 ORAL SOLICITATION SCRIPT THE WEST COMPANY, INC. - OUTBOUND DUTCH AUCTION - NOBO Hello. My name is __________ and I am calling on behalf of The West Company. May I please speak with__________? I was calling to confirm that your broker has notified you of the Dutch Auction tender offer for common stock of The West Company. Yes No Great! Did you have a chance to look over I'd like to suggest that you contact the offer? your broker for more information about the Dutch Auction tender offer for The West Company common stock. Yes No Response Remember, if you intend to accept the offer, your broker needs to receive your instructions by October 7, 1998, at the latest. If you decide to participate we urge you to act as soon as possible. That's all I wanted to let you know. Thank you for your time and have a good ( ). Message: This message is for Mr./Mrs. _______. I'm calling you on behalf The West Company to remind you that the deadline to respond to the Dutch Auction tender offer is October 7, 1998. If you haven't already been notified about the offer, please contact the brokerage at which you hold your shares. Thank you. 6 THE WEST COMPANY, INC. - OUTBOUND DUTCH AUCTION - NOBO REGISTERED Hello. My name is __________ and I am calling on behalf of The West Company. May I please speak with__________? I was calling to be sure you received the notice for the Dutch Auction Tender Offer for common stock of The West Company. Has it arrived? Yes NO Great! Did you have a chance to look over I'd would like to remail those the offer? materials. Do you live at (check address)? I'll mail that right away. Yes No Are there any questions about the offer that I might be able to answer for you? Yes No Response Remember that the deadline to respond to this offer is October 7, 1998. That's all I wanted to let you know. Thank you for your time and have a good ( ). Message: This message is for Mr./Mrs. _________. I'm calling you on behalf The West Company to remind you that the deadline to response to the Dutch Auction tender offer is October 7, 1998. If you'd like more information please call (888) 279-9146. When calling please refer to record #_____________. Thank you. 7 -----END PRIVACY-ENHANCED MESSAGE-----