0001104659-17-009619.txt : 20170215 0001104659-17-009619.hdr.sgml : 20170215 20170215155343 ACCESSION NUMBER: 0001104659-17-009619 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170215 DATE AS OF CHANGE: 20170215 GROUP MEMBERS: ACES ACQUISITION CORP. GROUP MEMBERS: TEXTRON SPECIALIZED VEHICLES INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCTIC CAT INC CENTRAL INDEX KEY: 0000719866 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 411443470 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43143 FILM NUMBER: 17614555 BUSINESS ADDRESS: STREET 1: 500 NORTH 3RD STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 612-350-1800 MAIL ADDRESS: STREET 1: 500 NORTH 3RD STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: ARCTCO INC DATE OF NAME CHANGE: 19940224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEXTRON INC CENTRAL INDEX KEY: 0000217346 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 050315468 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014212800 MAIL ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TEXTRON INC DATE OF NAME CHANGE: 19710510 SC TO-T/A 1 a17-3174_13sctota.htm SC TO-T/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

 

(Amendment No. 3)

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

 

Arctic Cat Inc.

(Name of Subject Company (Issuer))

 

Aces Acquisition Corp.,

 

Textron Specialized Vehicles Inc.

 

and

 

Textron Inc.

(Name of Filing Persons (Offerors)

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

039670104

(CUSIP Number of Class of Securities)

 

 

E. Robert Lupone

Executive Vice President, General Counsel and Secretary

Textron Inc.

40 Westminster Street, Providence, RI 02903
Telephone:  (401) 421-2800

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copy to:

Robert M. Katz

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Telephone:  (212) 848-4000

 

 

Calculation of Filing Fee

 

Transaction Valuation(1)

 

Amount of Filing Fee(2)

$246,258,816.78

 

$28,541.40

 

(1)          Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Calculated by adding (a) 13,061,142 shares of common stock of Arctic Cat Inc. issued and outstanding, multiplied by $18.50, the per share tender offer price, (b) 480,518 shares of common stock subject to outstanding stock options with an exercise price less than $18.50 per share, multiplied by $2.71, which is the offer price of $18.50 per share minus the weighted average exercise price for such options of $15.79 per share, and (c) 179,756 shares of common stock subject to outstanding restricted stock units, multiplied by $18.50, the per share tender offer price, in each case as of January 31, 2017. The calculation of the filing fee is based on information provided by Arctic Cat Inc. as of January 31, 2017.

(2)          The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #1 for fiscal year 2017, issued October 1, 2016, by multiplying the transaction valuation by 0.0001159.

 

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 date of its filing.

 

Amount Previously Paid: $28,541.40

Filing Party: Aces Acquisition Corp., Textron Specialized Vehicles Inc. and Textron Inc.

Form or Registration No.: Schedule TO-T

Date Filed: February 2, 2017

 

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:  o

 

 

 


 

This Amendment No. 3 filed with the Securities and Exchange Commission on February 15, 2017, amends and supplements the Tender Offer Statement filed on Schedule TO (as amended or supplemented, the “Schedule TO”) with the Securities and Exchange Commission on February 2, 2017, by Aces Acquisition Corp., a Minnesota corporation (“Purchaser”) and a direct wholly owned subsidiary of Textron Specialized Vehicles Inc., a Delaware corporation (“Textron Specialized Vehicles”), which is a direct wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), Textron Specialized Vehicles and Textron.  The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (each, a “Share” and collectively, the “Shares”) of Arctic Cat Inc., a Minnesota corporation (“Arctic Cat”), at a price of $18.50 per Share, payable net to the holder thereof in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the offer to purchase, dated February 2, 2017 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.  The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.  All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO.

 

Item 11. Additional Information.

 

The Offer to Purchase and Item 11 of the Schedule TO, to the extent Item 11 incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:

 

The information set forth in Section 11.  “Purpose of the Offer; Plans for Arctic Cat; Other Matters” is hereby amended and supplemented by amending and restating in its entirety section (f) Recent Developments Relating to Arctic Cat as follows:

 

Following the announcement that Textron and Purchaser had entered into the Merger Agreement with Arctic Cat on January 24, 2017, on February 8, 2017, a complaint captioned LR Trust v. Arctic Cat Inc., et al. Case No. 17-CV-426 was filed in the United States District Court, District of Minnesota naming as defendants Arctic Cat and the Arctic Cat Board. This action purports to be a class action brought by a shareholder alleging, among other things, that Arctic Cat and the Arctic Cat Board knowingly or with deliberate recklessness omitted material information from its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in violation of Section 14(d)(4) and Rule 14d-9 of the Exchange Act, and made untrue statements of material facts in its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in violation of Section 14(e) of the Exchange Act.

 

On February 10, 2017, a complaint captioned Pajnigar v. Arctic Cat Inc., et al. Case No. 17-CV-443 was filed in the United States District Court, District of Minnesota naming as defendants Arctic Cat and the Arctic Cat Board.  This action purports to be a class action brought by a shareholder alleging, among other things, that Arctic Cat and the Arctic Cat Board made untrue statements of material facts in its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in violation of Section 14(e) of the Exchange Act and knowingly or with deliberate recklessness omitted material information from its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in violation of Section 14(d)(4) and Rule 14d-9 of the Exchange Act.

 

On February 13, 2017, plaintiff Pajnigar filed a motion for (a) a temporary restraining order seeking to temporarily enjoin the completion of the transactions, (b) limited expedited discovery and (c) a prompt post-expedited discovery hearing on a forthcoming motion for a preliminary injunction, which has yet to be decided by the Court.

 

The outcome of the above litigations cannot be predicted with certainty. A preliminary injunction could delay or jeopardize the completion of the transactions, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the transactions.

 

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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.

 

Dated:  February 15, 2017

 

 

ACES ACQUISITION CORP.

 

 

 

 

 

 

By:

/s/ Elizabeth C. Perkins

 

Name:

Elizabeth C. Perkins

 

Title:

Vice President

 

 

 

 

 

 

 

TEXTRON SPECIALIZED VEHICLES INC.

 

 

 

 

 

 

 

By:

/s/ Elizabeth C. Perkins

 

Name:

Elizabeth C. Perkins

 

Title:

Vice President

 

 

 

 

 

 

 

TEXTRON INC.

 

 

 

 

 

 

 

By:

/s/ E. Robert Lupone

 

Name:

E. Robert Lupone

 

Title:

Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

 

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