-----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, VM/qA19mMGCG4FX8MwwZAlRgzg5Lm4S6AWxoYxQWxu/OVXdNzUu7Hanj7nCfryqZ HC7S12ETmDGAhL+3vHq7Fg== 0000950136-01-000106.txt : 20010123 0000950136-01-000106.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950136-01-000106 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DETECTION SYSTEMS INC CENTRAL INDEX KEY: 0000028365 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 160958589 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-12763 FILM NUMBER: 1512104 BUSINESS ADDRESS: STREET 1: 130 PERINTON PKWY CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162234060 MAIL ADDRESS: STREET 1: 130 PERINTON PARKWAY CITY: FAIRPORT STATE: NY ZIP: 14450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSCH SECURITY SYSTEMS CORP CENTRAL INDEX KEY: 0001129861 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O ALAN F ZOCCOLILLO STREET 2: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2126264374 MAIL ADDRESS: STREET 1: C/O ALAN F ZOCCOLILLO STREET 2: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 SC TO-T/A 1 0001.txt SCHEDULE TO-T/A 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. 3) DETECTION SYSTEMS, INC. (Name of Subject Company (Issuer)) ROBERT BOSCH GMBH BOSCH SECURITY SYSTEMS CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $.05 (Title of Class of Securities) 250644101 (CUSIP Number of Class of Securities) DR. HEIKO CARRIE ROBERT BOSCH GMBH ROBERT BOSCH PLATZ 1 70839 GERLINGEN-SCHILLERHOEHE GERMANY TELEPHONE: 011 49 711 811 6864 (Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: BRIAN E. MCGUNIGLE, ESQ. THOMAS J. DRAGO, ESQ. COUDERT BROTHERS 1114 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036-7703 TELEPHONE: (212) 626-4400 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE* - ---------------------- --------------------- $124,919,433.15 $24,983.89 - ---------------------- ---------------------
* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes that the Offerors purchase (i) the 6,729,015 shares of common stock of Detection Systems, Inc. currently outstanding at $18.00 per share (the "Offer Price") and (ii) pay to the holders of the currently outstanding options to purchase 500,285 shares of common stock of Detection Systems, Inc. the difference between the Offer Price and $10.41, the average exercise price of all such outstanding options. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. [ ] 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: ...... N/A Form or Registration No.: .... N/A Filing Party: ................. N/A Date Filed: ................... N/A
[ ] 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. [X] 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: [ ] This Amendment (as defined below) amends the statement on Schedule 13D, as amended, filed by Parent and the Purchaser with the Securities and Exchange Commission on December 20, 2000, with respect to the beneficial ownership of certain shares of Common Stock (the "Schedule 13D"). The Schedule 13D is incorporated herein by reference. 2 CUSIP No. 250644101 ================================================================================ 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ROBERT BOSCH GMBH - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF SCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 197,900 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------- 8. SHARED VOTING POWER: 1,725,354* -------------------------------------------------- 9. SOLE DISPOSITIVE POWER: 197,900 -------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,725,354* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,923,254* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMO IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.45%* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: CO ================================================================================ * SEE ITEMS 5 AND 6 HERETO. 3 CUSIP No. 250644101 ================================================================================ 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BOSCH SECURITY SYSTEMS CORPORATION - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF SCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------- 8. SHARED VOTING POWER: 1,725,354* -------------------------------------------------- 9. SOLE DISPOSITIVE POWER: -- -------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 1,725,354* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,725,354* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.94%* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: CO ================================================================================ * SEE ITEMS 5 AND 6 HERETO. 4 Item 5 (Interest in Securities of the Issuer) and Item 6 (Contracts, Arrangements, Understanding or Relationships with respect to Securities of the Issuer) of the Schedule 13D are hereby amended and supplemented by adding the following: "Pursuant to an agreement dated January 16, 2001, by and among the Purchaser, Mr. Lederer and the Rochester Area Community Foundation ("RACF"), Mr. Lederer has transferred (the "Transfer") 30,000 Shares (the "Transferred Shares") to RACF, and RACF has agreed to assume all of Mr. Lederer's rights and obligations under the Voting and Option Agreement with respect to the Transferred Shares. The staff (the "Staff") of the SEC has advised Parent and the Purchaser that, as a result of the Voting and Option Agreement, Parent and the Purchaser may be deemed to have formed a group with Messrs. Kostusiak and Lederer, the other parties to the Voting and Option Agreement, within the meaning of Section 13(d) of the Exchange Act. Under the Staff's position and Rule 13d-5(b)(1) under the Exchange Act, each member of such a group would be deemed to beneficially own all Shares owned by each other member of such group. Thus, under the Staff's position and as a result of the Transfer and the assumption by RACF of the rights and obligations of Mr. Lederer under the Voting and Option Agreement, Parent and the Purchaser would be deemed to also beneficially own the Transferred Shares and any other Shares owned by RACF. Parent and the Purchaser have no basis for knowing whether RACF beneficially owns any Shares other than the Transferred Shares. While Parent and the Purchaser do not agree with the Staff's position, Parent and the Purchaser are hereby reporting in accordance with the Staff's position that, as a result of the Voting and Option Agreement, such a group may have been deemed to have been formed for purposes of Section 13(d) of the Exchange Act and may include RACF. Parent and the Purchaser, however, disclaim beneficial ownership of any Shares (other than the Transferred Shares) beneficially owned by RACF pursuant to Rule 13(d)(4) of the Exchange Act." 5 This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO dated December 20, 2000 (the "Schedule TO"), as amended by Amendment No. 1 filed on January 2, 2001, and Amendment No. 2 filed on January 16, 2001, relating to the Offer (as defined below) by Bosch Security Systems Corporation (the "Purchaser"), a New York corporation and wholly owned subsidiary of Robert Bosch GmbH, a limited liability company organized under the laws of Germany ("Parent"), to purchase all outstanding shares of common stock, par value $.05 per share (the "Shares"), of Detection Systems, Inc., a New York corporation (the "Company"), at a price of $18.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively (which, as they may be amended or supplemented from time to time, together constitute the "Offer"). All capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Schedule TO. The item numbers and responses thereto are in accordance with the requirements of Schedule TO. ITEM 12. EXHIBITS A. The Offer to Purchase annexed as Exhibit (a)(1) of the Schedule TO, as previously amended, is hereby further amended and supplemented as follows: 1. SECTION 11 OF THE OFFER TO PURCHASE (pages 22-33) is hereby amended and supplemented by adding the following as a new paragraph after the final paragraph under the heading "Voting and Option Agreement": "Pursuant to an agreement (the "Agreement") dated January 16, 2001, by and among the Purchaser, Mr. Lederer and the Rochester Area Community Foundation ("RACF"), Mr. Lederer has donated 30,000 of his Agreement Shares (the "Donated Agreement Shares") to RACF. The Agreement provides that RACF will assume all of Mr. Lederer's rights and obligations under the Voting and Option Agreement with respect to the Donated Agreement Shares." B. (d)(5) Agreement dated January 16, 2001, by and among the Purchaser, David B. Lederer and the Rochester Area Community Foundation. 6 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. ROBERT BOSCH GmbH By: /s/ Georg Hanen ----------------------------------- Name: Georg Hanen Title: Senior Vice President By: /s/ Dr. Heiko Carrie ----------------------------------- Name: Dr. Heiko Carrie Title: Senior Legal Counsel BOSCH SECURITY SYSTEMS CORPORATION By: /s/ Gary Saunders ----------------------------------- Name: Gary Saunders Title: President Dated: January 19, 2001 7 Exhibit Index Exhibit No. Exhibit Name (d)(5) Agreement dated January 16, 2001, by and among the Purchaser, David B. Lederer and the Rochester Area Community Foundation. 8 EX-99.(D)(5) 2 0002.txt FORM OF AGREEMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of January 16, 2001, by and among Bosch Security Systems Corporation ("Purchaser"), David B. Lederer ("Lederer") and the Rochester Area Community Foundation ("RACF"), a not-for-profit corporation organized under the laws of the State of New York. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Voting and Option Agreement, dated as of December 10, 2000, by and among Robert Bosch GmbH, a limited liability company organized under the laws of Germany ("Bosch"), Karl H. Kostusiak ("Kosutisak") and Lederer (the Voting and Option Agreement"). WHEREAS, Bosch, Kostusiak and Lederer entered into the Voting and Option Agreement; WHEREAS, Bosch subsequently assigned all of its rights and obligations under the Voting and Option Agreement to Purchaser; WHEREAS, Lederer desires to transfer 30,000 of his Shares (the "Donation Shares") subject to the Voting and Option Agreement to RACF; WHEREAS, Purchaser has agreed to such transfer on the condition that RACF shall assume any and all of Lederer's obligations under the Voting and Option Agreement with respect to the Donation Shares; and WHEREAS, RACF desires to accept the Donation Shares and assume any and all of such obligations under the Voting and Option Agreement with respect thereto; NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein and in the Voting and Option Agreement, the parties hereto, intending to be legally bound hereby, agree as follows: 1. David B. Lederer hereby transfers the Donation Shares to RACF and assigns to RACF any and all of his rights and obligations pursuant to the Voting and Option Agreement with respect to the Donation Shares. 2. RACF hereby represents and warrants to Purchaser as follows: a. Binding Agreement. The execution and delivery of this Agreement has been approved by all required corporate action on the part of RACF. RACF has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby and by the Voting and Option Agreement. RACF has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of RACF, enforceable against RACF in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). b. No Conflict. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or by the Voting and Option Agreement, nor the compliance with any of the provisions of this Agreement or the Voting and Option Agreement, (a) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Exchange Act) with, or notification to, any governmental entity, (b) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract, agreement, instrument, commitment, arrangement or understanding, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of the Donation Shares, (c) require any material consent, authorization or approval of any person other than a governmental entity, or (d) violate or conflict with any order, writ, injunction, decree or law applicable to RACF or the Donation Shares. c. Ownership of Shares. Upon transfer of the Donation Shares pursuant to Section 1 hereof, RACF shall be the record and beneficial owner of, or otherwise have the right to dispose of the Donation Shares, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options (other than the Option) or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares). Upon such transfer, there shall be no outstanding options or other rights to acquire from RACF or obligations of RACF to sell or to acquire, any shares of Company Common Stock. 2 3. RACF hereby acknowledges that the Donation Shares shall remain subject to the Voting and Option Agreement, which has been carefully reviewed by RACF and its legal counsel. RACF hereby agrees to hold the Donation Shares in accordance with the terms of the Voting and Option Agreement and to assume any and all of Lederer's rights and obligations pursuant to the Voting and Option Agreement, including, but not limited to: (i) the restrictions on the transfer of the Donation Shares; (ii) the irrevocable option upon the Donation Shares held by Purchaser; (iii) the agreement to tender the Donation Shares in the Offer; and (iv) the agreement to vote the Donation Shares in favor of the Merger Agreement at any meeting of the Company's shareholders, as may be required by applicable law. 4. Purchaser hereby grants its permission for the transfer of the Donation Shares pursuant to this Agreement. 5. Lederer shall cause the Company to place the following legend on each certificate representing the Donation Shares: "The shares of common stock represented by this certificate are subject to an Agreement, dated as of January 16, 2001, by and among Bosch Security Systems Corporation, David B. Lederer and the Rochester Area Community Foundation and a Voting and Option Agreement, dated as of December 10, 2000, by and among Robert Bosch GmbH, Karl H. Kostusiak and David B. Lederer. 6. Lederer and RACF shall promptly make such filings, if any, as may be required to be made by either of them pursuant to the Exchange Act as a result of the transfer of the Donation Shares. 7. Except as set forth above, this Agreement shall not constitute a modification or amendment of any provision of the Voting and Option Agreement or any other agreements executed in connection therewith. 3 IN WITNESS WHEREOF, Purchaser, Lederer and RACF have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. Bosch Security Systems Corporation By: /s/Luke Baer --------------------------------------- Name: Luke Baer Title: Vice President David B. Lederer /s/ David B. Lederer --------------------------------------- Rochester Area Community Foundation By: /s/ Jennifer Leonard --------------------------------------- Name: Jennifer Leonard Title: President and Executive Director Assignment approval: Karl H. Kostusiak [Required under Sec. 13 of the Voting and Option Agreement] /s/ Karl H. Kostusiak 4 -----END PRIVACY-ENHANCED MESSAGE-----