SC TO-T/A 1 scto-ta.txt SC TO-T/A ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO/A Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ---------- AMENDMENT NO. 2 Hussmann International, Inc. (Name of Subject Company (Issuer)) ---------- Ingersoll-Rand Company and IR Merger Corporation (Names of Filing Persons (Offerors)) Common Stock, par value $.001 per share (Title of Class of Securities) 448110106 (CUSIP Number of Class of Securities) ---------- Patricia Nachtigal, Esq. Vice President and General Counsel Ingersoll-Rand Company World Headquarters 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 (201) 573-0123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ---------- Copy to: James M. Cotter, Esq. Mario A. Ponce, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 CALCULATION OF FILING FEE ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $1,552,358,487 $310,471.70 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 2 * Based on the offer to purchase all of the outstanding shares of Common Stock of the Subject Company at $29.00 cash per share and 50,593,522 shares of Common Stock outstanding as of May 8, 2000 and 2,936,081 shares of Common Stock represented by currently exercisable stock options. 3 /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 the date of its filing. Amount Previously Paid: $311,193.36 Form or Registration No: Schedule TO Filing Party: Ingersoll-Rand Company and IR Merger Corporation Date Filed: May 16, 2000 / / 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: / / ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 4 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed on May 16, 2000 and amended by Amendment No. 1 thereto filed on May 30, 2000 relating to the offer by IR Merger Corporation (the "Purchaser"), a Delaware corporation, and a wholly owned subsidiary of Ingersoll-Rand Company ("Parent"), a New Jersey corporation, to purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the "Common Stock"), of Hussmann International, Inc. (the "Company"), a Delaware corporation, including the associated preferred stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of July 15, 1999, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (together with the Common Stock, the "Shares"), at a price of $29.00 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 May 16, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer"). All capitalized terms used herein and not defined herein shall have the meanings set forth in the Offer to Purchase. ITEMS 1 THROUGH 9 AND 11 Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows: The third paragraph of the subsection entitled "Cautionary Statements Concerning the Projections and Forward-Looking Statements" contained in Section 7 of the Offer to Purchase is hereby deleted in its entirety and replaced with the following paragraph: For these reasons, as well as the bases and assumptions on which the Projections were compiled, the inclusion of such Projections herein should not be regarded as an indication that Parent, the Purchaser or any of their respective affiliates or representatives considers such information to be an accurate prediction of future events, and the Projections should not be relied on as such. None of such persons assumes any responsibility for the reasonableness, completeness, accuracy or reliability of such Projections. No party nor any of their respective affiliates or representatives has made, or makes, any representation to any person regarding the information contained in the Projections and none of them intends to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions are shown to be in error. 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: June 6, 2000 Ingersoll-Rand Company By: /s/ Patricia Nachtigal ------------------------------ Name: Title: Dated: June 6, 2000 IR Merger Corporation By: /s/ Patricia Nachtigal ------------------------------ Name: Title: