-----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, IU6Xp5tjBQSaC2bcNDw0ZLXIKub7PD9kMmlL4NWKcvEWJjc7V8oX70EEQVZWN6fl Dd/hgma3M4Ud+ZlIKwHYgg== 0000950123-02-011358.txt : 20021126 0000950123-02-011358.hdr.sgml : 20021126 20021126142940 ACCESSION NUMBER: 0000950123-02-011358 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021126 GROUP MEMBERS: PRINCE MERGER CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARAVANT INC CENTRAL INDEX KEY: 0000944405 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 592209179 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50101 FILM NUMBER: 02840824 BUSINESS ADDRESS: STREET 1: 89 HEADQUARTERS PLZ N STREET 2: SUITE 1421 CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 3217273672 MAIL ADDRESS: STREET 1: 89 HEADQUARTERS PLZ N CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: PARAVANT COMPUTER SYSTEMS INC /FL/ DATE OF NAME CHANGE: 19950424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARAVANT INC CENTRAL INDEX KEY: 0000944405 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 592209179 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50101 FILM NUMBER: 02840825 BUSINESS ADDRESS: STREET 1: 89 HEADQUARTERS PLZ N STREET 2: SUITE 1421 CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 3217273672 MAIL ADDRESS: STREET 1: 89 HEADQUARTERS PLZ N CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: PARAVANT COMPUTER SYSTEMS INC /FL/ DATE OF NAME CHANGE: 19950424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000028630 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 132632319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738981500 MAIL ADDRESS: STREET 1: 16 THORNTON RD CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC RETRIEVAL SYSTEMS INC DATE OF NAME CHANGE: 19920703 SC TO-T/A 1 y64755adsctovtza.txt AMENDMENT TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO (AMENDMENT NO. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 --------------------- PARAVANT INC. (NAME OF SUBJECT COMPANY (ISSUER)) PRINCE MERGER CORPORATION DRS TECHNOLOGIES, INC. (NAME OF FILING PERSON (OFFERORS)) COMMON STOCK, PAR VALUE $0.015 PER SHARE (TITLES OF CLASSES OF SECURITIES) 69937610 9 (CUSIP NUMBERS OF CLASSES OF SECURITIES) NINA L. DUNN DRS TECHNOLOGIES, INC. 5 SYLVAN WAY PARSIPPANY, NJ 07054 (973) 898-1500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON) COPY TO: JEFFREY W. TINDELL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK, NEW YORK 10036 (212) 735-3000 CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ TRANSACTION VALUATION* AMOUNT OF FILING FEE** - ------------------------------------------------------------------------------------------------------ $92,589,017 $8,518.19 - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 17,378,290 shares of common stock of Paravant Inc. (based on the number of shares outstanding as of October 23, 2002, which was 17,354,040, plus the number of shares of common stock to be issued under the Paravant Employee Stock Purchase Plan, which is 24,250) at the tender offer price of $4.75 per share of common stock. The transaction value also includes the offer price of $4.75 less $2.20 which is the weighted-average exercise price of outstanding options as of October 23, 2002, multiplied by 3,808,682 the estimated number of options outstanding on such date. The transaction value further includes the offer price of $4.75 less $2.75 which is the exercise price of warrants as of October 23, 2002, multiplied by 165,000, the number of warrants outstanding on such date. ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #6 for Fiscal Year 2003 issued by the Securities and Exchange Commission on October 18, 2002, equals 0.0092% of the transaction valuation. [ ] 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: Filing Party: Form or Registration No.: Date Filed:
[ ] 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: [X] SCHEDULE 13D CUSIP NO. 699376109 - ---------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DRS Technologies, Inc. - ---------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] 2 (b) [ ] - ---------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 - ---------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4 BK, WC, OO - ---------------------------------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ---------------------------------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 15,534,449 ----------------------------------------------------------------- SHARED VOTING POWER 8 None ----------------------------------------------------------------- SOLE DISPOSITIVE POWER 9 None ----------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 15,534,449 - ---------------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 11 PERSON 15,534,449 - ---------------------------------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES [ ] - ---------------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 85.8% - ---------------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 CO - ----------------------------------------------------------------------------------------------------------
CUSIP NO. 699376109 - ---------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prince Merger Corporation - ---------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] 2 (b) [ ] - ---------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 - ---------------------------------------------------------------------------------------------------------- SOURCE OF FUNDS 4 AF - ---------------------------------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Florida - ---------------------------------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 15,534,449 ----------------------------------------------------------------- SHARED VOTING POWER 8 None ----------------------------------------------------------------- SOLE DISPOSITIVE POWER 9 None ----------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 15,534,449 - ---------------------------------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 11 PERSON 15,534,449 - ---------------------------------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES [ ] - ---------------------------------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 85.8% - ---------------------------------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 CO - ----------------------------------------------------------------------------------------------------------
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on October 28, 2002 (the "Schedule TO") by DRS Technologies, Inc., a Delaware corporation ("Parent"), and Prince Merger Corporation, a Florida corporation and a wholly-owned subsidiary of DRS ("Purchaser"), as amended by Amendment No. 1 filed with the Commission on November 5, 2002 and as amended by Amendment No. 2 filed with the Commission on November 13, 2002. The Schedule TO relates to the Offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.015, of Paravant Inc., a Florida corporation, at a purchase price of $4.75 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 28, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Parent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to items 1 through 11 of this Schedule TO, and is supplemented by the information specifically provided herein. ITEMS 8 AND 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 8 and 11 of the Schedule TO are hereby amended and supplemented to add to the end thereof the following: "The Offer expired at 12:00 midnight, New York City time, on Monday, November 25, 2002. Based on information provided by the Depositary to Parent and Purchaser, as of the expiration of the Offer, a total of 15,534,449 Shares, representing approximately 85.8% of Company's issued and outstanding Shares, were validly tendered and not withdrawn. On November 26, 2002, Purchaser accepted for purchase and payment all Shares validly tendered and not withdrawn pursuant to the Offer and issued a press release to that effect. A copy of such press release is attached hereto as Exhibit (a)(1)(L) and is incorporated herein by reference. As soon as practicable following the payment for the Shares tendered in the Offer, Parent intends to cause Purchaser to be merged with and into the Company pursuant to a Short-Form Merger without a vote of shareholders of the Company. In connection with such Merger, all outstanding Shares not validly tendered in the Offer (other than Shares held by the Company, Parent or any of their subsidiaries (including Purchaser)) will be converted into the right to receive $4.75 per share in cash, without interest." 2 ITEM 12. EXHIBITS. (a)(1)(A)* Offer to Purchase, dated October 28, 2002. (a)(1)(B)* Form of Letter of Transmittal. (a)(1)(C)* Form of Notice of Guaranteed Delivery. (a)(1)(D)* Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. (a)(1)(E)* Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. (a)(1)(F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G)* Press Release issued by Parent on October 24, 2002 (incorporated herein by reference to the pre-commencement Schedule TO filed by Parent and Purchaser on October 24, 2002). (a)(1)(H)* Joint Press Release issued by Parent and the Company on October 28, 2002. (a)(1)(I)* Summary Advertisement published in The Wall Street Journal on October 28, 2002. (a)(1)(J)* Letter to Shareholders, dated October 28, 2002, from the President and Chief Executive Officer of the Company. (a)(1)(K)** Press Release issued by Parent on November 13, 2002. (b)(1)* Credit Agreement, dated as of September 28, 2001, by and among Parent as borrower, the lenders referred to therein, Wachovia Bank, N.A. (formerly known as First Union National) as administrative agent, TD Securities (USA) Inc. as syndication agent and Mellon Investor Services LLC, N.A. as documentation agent, as amended by the First Amendment on March 26, 2002, the Second Amendment on May 23, 2002 and the Third Amendment on July 15, 2002. (b)(2)* Commitment Letter, dated October 27, 2002 among Parent, Wachovia Securities, Inc. and Wachovia Bank, N.A. (d)(1)* Agreement and Plan of Merger, dated as of October 23, 2002, among Parent, Purchaser and the Company. (d)(2)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and Krishan K. Joshi, Vicky M. Joshi and UES Inc. (d)(3)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and William R. Craven. (d)(4)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and Richard P. McNeight. (d)(5)* Tender and Voting Agreement, dated as of October 2002, by and among Parent, Purchaser and James E. Clifford. (d)(6)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and C. Hyland Schooley. (d)(7)* Confidentiality Agreement, dated April 24, 2002, by and between Parent and the Company. (g) Not applicable. (h) Not applicable.
Item 12 is hereby amended and supplemented to add the following exhibit: "(a)(1)(L) Press Release issued by Parent on November 26, 2002." * filed previously on Schedule TO dated October 28, 2002. ** filed previously on Amendment No. 1 to Schedule TO dated November 13, 2002. 3 SIGNATURES 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. PRINCE MERGER CORPORATION By: /s/ NINA L. DUNN ------------------------------------ Name: Nina L. Dunn Title: Executive Vice President and Secretary DRS TECHNOLOGIES, INC. By: /s/ NINA L. DUNN ------------------------------------ Name: Nina L. Dunn Title: Executive Vice President, General Counsel and Secretary Date: November 26, 2002 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT ------- -------- (a)(1)(A)* Offer to Purchase, dated October 28, 2002. (a)(1)(B)* Form of Letter of Transmittal. (a)(1)(C)* Form of Notice of Guaranteed Delivery. (a)(1)(D)* Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. (a)(1)(E)* Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. (a)(1)(F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G)* Press Release issued by Parent on October 24, 2002 (incorporated herein by reference to the pre-commencement Schedule TO filed by Parent and Purchaser on October 24, 2002). (a)(1)(H)* Joint Press Release issued by Parent and the Company on October 28, 2002. (a)(1)(I)* Summary Advertisement published in The Wall Street Journal on October 28, 2002. (a)(1)(J)* Letter to Shareholders, dated October 28, 2002, from the President and Chief Executive Officer of the Company. (a)(1)(K)** Press Release issued by Parent on November 13, 2002. (b)(1)* Credit Agreement, dated as of September 28, 2001, by and among Parent as borrower, the lenders referred to therein, Wachovia Bank, N.A. (formerly known as First Union National) as administrative agent, TD Securities (USA) Inc. as syndication agent and Mellon Investor Services LLC, N.A. as documentation agent, as amended by the First Amendment on March 26, 2002, the Second Amendment on May 23, 2002 and the Third Amendment on July 15, 2002. (b)(2)* Commitment Letter, dated October 27, 2002 among Parent, Wachovia Securities, Inc. and Wachovia Bank, N.A. (d)(1)* Agreement and Plan of Merger, dated as of October 23, 2002, among Parent, Purchaser and the Company. (d)(2)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and Krishan K. Joshi, Vicky M. Joshi and UES Inc. (d)(3)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and William R. Craven. (d)(4)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and Richard P. McNeight. (d)(5)* Tender and Voting Agreement, dated as of October 2002, by and among Parent, Purchaser and James E. Clifford. (d)(6)* Tender and Voting Agreement, dated as of October 23, 2002, by and among Parent, Purchaser and C. Hyland Schooley. (d)(7)* Confidentiality Agreement, dated April 24, 2002, by and between Parent and the Company. (g) Not applicable. (h) Not applicable.
Item 12 is hereby amended and supplemented to add the following exhibit: "(a)(1)(L) Press Release issued by Parent on November 26, 2002." * filed previously on Schedule TO dated October 28, 2002. ** filed previously on Amendment No. 1 to Schedule TO dated November 13, 2002. EX-99.A.1.L 3 y64755adexv99waw1wl.txt PRESS RELEASE [DRS TECHNOLOGIES LOGO] DRS Technologies, Inc. Corporate Headquarters NEWS RELEASE 5 Sylvan Way Parsippany, NJ 07054 For information contact: Patricia M. Williamson 973.898.1500 DRS Technologies, Inc. (973) 898-1500 #62 FY03 FOR IMMEDIATE RELEASE - --------------------- Tuesday, November 26, 2002 DRS TECHNOLOGIES COMPLETES TENDER OFFER FOR PARAVANT ---------------------------------------------------- PARSIPPANY, N.J., November 26 -- DRS Technologies, Inc. (NYSE: DRS) announced today that Prince Merger Corporation, a wholly-owned subsidiary of DRS, completed its cash tender offer for all of the outstanding shares of common stock of Paravant Inc.(Nasdaq: PVAT). The offer, priced at $4.75 per share net to the seller in cash, expired at 12:00 midnight, New York City time, on Monday, November 25, 2002. According to preliminary information received from Mellon Investor Services, LLC, the depositary for the tender offer, DRS was advised that Paravant shareholders had validly tendered and not withdrawn 15,534,449 shares of Paravant common stock during the tender offer, representing approximately 85.8 percent of Paravant's total issued and outstanding common stock. All shares validly tendered and not withdrawn prior to the expiration date of the offer have been accepted for payment by DRS, through Prince Merger Corporation, according to the terms of the offer. The tender offer will be followed by a merger of Prince Merger Corporation with and into Paravant. Pursuant to this merger, those Paravant shareholders who did not tender their shares in the tender offer will have their shares converted into the right to receive $4.75 per share net in cash to each shareholder upon due presentation of certificates representing their shares to Mellon Investor Services, LLC. These shareholders will receive information in the mail on how to receive payment for their shares. "The acquisition of Paravant is highly compatible with our goals to expand our core tactical systems business base and increase our presence in U.S. Air Force and high-end signal intelligence programs supporting government agencies," said Mark S. Newman, DRS Technologies' chairman, president and chief executive officer. "With captured positions on large battlefield digitization programs, including the U.S. Army's Force 21 Battlefield Command Brigade and Below (FBCB2) and the United Kingdom's Bowman program, Paravant brings to DRS a strong base of rugged computer systems business to supplement our existing efforts in domestic and international market penetration. With Paravant, DRS is uniquely positioned to capitalize on the growth -more- opportunities associated with expanded military procurement funds and these large-scale programs supporting long-term military upgrades." Paravant is a leading designer and manufacturer of highly engineered, technically advanced, defense electronics for U.S. and allied international military and intelligence agency applications. Headquartered in Morristown, New Jersey, it manufactures rugged computer systems and communications interfaces serving military Command, Control, Communications, Computer, Intelligence and Surveillance (C4ISR) initiatives. Paravant also produces high-speed processing equipment for the intelligence community and offers modernization design and installation services for select rotary- and fixed-wing military aircraft. Products include hand-held devices, laptop computers and vehicle-mounted systems supporting man-portable and fighting vehicle applications. Paravant specializes in interfaces that allow computers to operate across a broad spectrum of battlefield tactical communications networks. It also provides flight control systems, night vision-compatible control panels and other avionics systems, as well as high-speed processing, routing, data processing and recording equipment for data collection serving intelligence applications. Bear, Stearns & Co. Inc. served as financial advisor to DRS on the acquisition. DRS Technologies provides leading edge products and services to government and commercial customers worldwide. Focused on defense electronics, the company develops and manufactures a broad range of mission critical systems and components in the areas of communications, combat systems, rugged computers, electro-optics, power conversion, data storage, digital imaging, flight safety and space. For more information about DRS Technologies, please visit the company's web site at www.drs.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----