-----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, FP9q/5K+ElOt6RVP3Df25GSs+dlXvNsZLWDQRrYR7IpqsbEI6h797wrWjV6fpzq9 CidRrgVnCbVJ2j6+hyC0+g== 0000950109-01-505743.txt : 20020413 0000950109-01-505743.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950109-01-505743 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABENGOA SA CENTRAL INDEX KEY: 0001161785 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: AVDA DE LA BUHAIRA 2 CITY: SEVILLA SPAIN STATE: U3 ZIP: 00000 MAIL ADDRESS: STREET 1: AVDA DE LA BUHAIRA 2 CITY: SEVILLA SPAIN STATE: U3 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH PLAINS CORP CENTRAL INDEX KEY: 0000317551 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 480901658 STATE OF INCORPORATION: KS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33505 FILM NUMBER: 1816284 BUSINESS ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 820 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162694310 MAIL ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 820 CITY: WICHITA STATE: KS ZIP: 67202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GASOHOL REFINERS INC DATE OF NAME CHANGE: 19830807 SC TO-T/A 1 dsctota.txt TENDER OFFER STATEMENT AMENDMENT #3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) High Plains Corporation - -------------------------------------------------------------------------------- (Name of Subject Company (issuer)) ASA Environment & Energy Holding AG, an indirect wholly owned subsidiary of Abengoa, S.A. - -------------------------------------------------------------------------------- (Name of Filing Persons (offeror) Common Stock, $0.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 429701105 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Joaquin Coronado Galdos Joaquin Alarcon de la Lastra Romero Abengoa, S.A., Avda.de la Buhaira, 2, 41018 Sevilla, Spain (3495) 493-7111 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Laura D. Nemeth, Esq. Squire, Sanders & Dempsey L.L.P. 4900 Key Center 127 Public Square Cleveland, Ohio 44114 (216) 479-8500 [_]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. [_]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 No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 16, 2001 and as amended and supplemented prior to the date hereof ("Schedule TO") by Abengoa, S.A., a company organized under the laws of Spain ("Abengoa"), and ASA Environment & Energy Holding AG, a company organized under the laws of Switzerland (the "Purchaser") and an indirect wholly owned subsidiary of Abengoa. The Schedule TO relates to the tender offer by the Purchaser to purchase any and all of the issued and outstanding shares of common stock, par value $.10 per share (the "Shares"), of High Plains Corporation, a Kansas corporation (the "Company") at a price of $5.6358 per Share, net to the seller in cash, less any required withholding taxes and without interest, 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 previously filed as Exhibit (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO. Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(5)(vi) Press Release issued by Abengoa on December 18, 2001 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. ASA Environment & Energy Holding AG /s/ Joaquin Alarcon de la Lastra Romero By _________________________________________ Name: Joaquin Alarcon de la Lastra Romero Title: Power of Attorney Abengoa, S.A. /s/ Joaquin Coronado Galdos By _________________________________________ Name: Joaquin Coronado Galdos Title: Power of Attorney Dated: December 18, 2001 3 EXHIBIT INDEX
Exhibit Number Description ------- ----------- (a)(1)(i) Offer to Purchase dated November 16, 2001.* (a)(1)(ii) Form of Letter of Transmittal.* (a)(1)(iii) Form of Notice of Guaranteed Delivery.* (a)(2) None. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* (a)(5)(ii) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* (a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(5)(iv) Joint Press Release issued by Abengoa and the Company on November 16, 2001.* (a)(5)(v) Summary Advertisement as published in the Wall Street Journal on November 16, 2001.* (a)(5)(vi) Press Release issued by Abengoa on December 18, 2001+ (b) None. (c) Not applicable. (d)(1) Agreement and Plan of Merger dated as of November 1, 2001, by and among Abengoa, the Purchaser, Abengoa Biofuels Corp. and the Company (included as Schedule III to the Offer to Purchase).* (d)(2) Confidentiality and Non-Disclosure Agreement dated August 30, 2001 between Abengoa and the Company.* (e) Not applicable. (f) Section 17-6712 of the Kansas General Corporation Law (included as Schedule II to the Offer to Purchase).* (g) None. (h) None.
- -------- * Previously filed on the Schedule TO. + Filed herewith 4 EX-99 3 dex99.txt PRESS RELEASE ISSUED BY ABENGOA DECEMBER 18, 2001 Exhibit (a)(5)(vi) Initial Offer Period for Abengoa's Tender Offer for High Plains Corporation Expires; Subsequent Offering Period Provided Seville, Spain, December 18, 2001--Abengoa, S.A. today announced that the initial offer period of its tender offer by its wholly owned subsidiary, ASA Environment & Energy Holding AG (ASA), to purchase all of the outstanding shares of common stock of High Plains Corporation (NASDAQ: HIPC) expired Monday, December 17, 2001, at midnight, Eastern Standard Time. Following the expiration, the preliminary results of the tender offer show that the shares tendered totaled 14,208,645 shares, representing approximately 86.32% of the outstanding shares of High Plains' common stock. Abengoa has accepted for purchase and payment all of the shares that were validly tendered as of the expiration date of the initial offer period of the tender offer. Abengoa is providing a subsequent offering period, commencing on Tuesday, December 18, 2001 and expiring on Wednesday, January 16, 2002 at midnight Eastern Standard Time. The subsequent offering period is intended to allow Abengoa to acquire additional shares of High Plains' common stock that remain outstanding. During the subsequent offering period, shares of High Plain's common stock will be accepted and paid for promptly as they are tendered. Shareholders who tender shares during such period will be paid the same consideration paid during the initial offering period of $5.6358 per share. Shares tendered during the subsequent offering period may not be withdrawn. Once the subsequent offering period has expired, Abengoa intends to merge Abengoa Biofuels Corp., a wholly owned subsidiary of ASA, into High Plains in accordance with and subject to all applicable laws. Upon the effective date of the merger, the remaining shares of High Plains' common stock will be converted into the right to receive $5.6358 per share. Abengoa intends to complete the merger as soon as possible after the expiration of the subsequent offering period. High Plains Corporation is among the nation's largest producers of ethanol, the gasoline additive that helps clean the air while reducing our dependence on foreign oil. High Plains is the only public company that focuses exclusively on ethanol and ethanol-based products, and with its recent Nebraska facility expansion, will produce over 85 million gallons of ethanol annually. The Company operates facilities in Colwich, Kansas, York, Nebraska and Portales, New Mexico. Additional information about the Company can be found at its Web site, www.highplainscorp.com. - ---------------------- Abengoa, S.A. is a $1.3 billion company headquartered in Seville, Spain and is listed on the Madrid Stock Exchange. It owns companies and conducts businesses around the world in engineering and construction, systems and network integration, environment and ethanol production. Abengoa currently operates in Spain one 25 million gallon per year ethanol plant and has a second 35 million gallon per year plant planned to start up before June 2002. Additional information about Abengoa can be found at its Web site, www.abengoa.com. --------------- The international law firm of Squire, Sanders & Dempsey LLP represented Abengoa, S.A. in connection with the tender offer and the acquisition of High Plains. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of High Plains Corporation. The Tender Offer Statement, as amended (including an offer to purchase, a related letter of transmittal and other offer documents), filed by Abengoa with the SEC and the Solicitation/Recommendation Statement, as amended, filed by High Plains Corporation contain important information that should be read carefully before any decision is made with respect to the offer. The matters discussed in this press release which are not historical facts contain forward looking information with respect to plans or projections of future performance of High Plains, the occurrence of which involve risks and uncertainties which include, but are not limited to, general economic conditions, industry trends, legislative changes regarding air quality, fuel specifications or incentive programs, changes in cost of grain feedstock and changes in market prices or demand for motor fuels and ethanol. A complete description of these factors, as well as other factors which could affect High Plains' business, is set forth in High Plains' Form 10-K/A for the fiscal year ended June 30, 2001. For further information contact: ABENGOA, S.A. Jesus Perez 34 95 493 71 11 -----END PRIVACY-ENHANCED MESSAGE-----