-----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, UujX6p2FWxCei+k5hlUe39NsgKhVrUt+1uXY6VWZCXmnGXNZzoad0CIFCy+aiTex BVO5bmJ4piPCc74YFVV1/Q== 0000916641-01-500276.txt : 20010510 0000916641-01-500276.hdr.sgml : 20010510 ACCESSION NUMBER: 0000916641-01-500276 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010509 GROUP MEMBERS: KKTY HOLDING CO LLC GROUP MEMBERS: KOHLBERG & CO., L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-31211 FILM NUMBER: 1626716 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3032909300 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKTY HOLDING CO LLC CENTRAL INDEX KEY: 0001137322 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134162459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142417430 MAIL ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 SC TO-T/A 1 dsctota.txt AMENDMENT NO. 2 TO SCHEDULE TO 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. 2) --------------- Katy Industries, Inc. (Issuer) (Name of Subject Company) KKTY Holding Company, L.L.C. (Offeror) Kohlberg & Co., L.L.C. (Offeror) (Names of Filing Persons) --------------- Common Stock, $1.00 Par Value Per Share (Title of Class of Securities) 486-026-107 (CUSIP Number of Class of Securities) --------------- Christopher Lacovara KKTY Holding Company, L.L.C. c/o Kohlberg & Co., L.L.C. 111 Radio Circle Mount Kisco, New York 10549 Telephone (914) 241-7430 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) With Copies To: Raul Grable, Esq. Hunton & Williams 200 Park Avenue New York, New York 10166-0136 Calculation of Filing Fee - ------------------------------------------------------------------------------ Transaction Valuation: * Amount of Filing Fee: $20,000,000 $4,000
- ------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount is based on a per share offering price of $8.00 for up to 2,500,000 shares of common stock. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the aggregate of the cash offered by KKTY Holding Company, L.L.C. [X]Check 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: $4,000 Form or Registration No.: 005-31211 Filing Parties: KKTY Holding Company, L.L.C. Kohlberg & Co., L.L.C. Date Filed: April 25, 2001 [_]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 offer subject to Rule 14d-1. [_]issuer tender offer subject to Rule 13e-4. [_]going-private transactions 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. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by KKTY Holding Company, L.L.C., a Delaware limited liability company ("Purchaser"), and Kohlberg & Co., L.L.C., a Delaware limited liability company ("Kohlberg & Co."), on April 25, 2001, as amended by Amendment No. 1 to the Schedule TO filed on April 26, 2001 (as amended, the "Schedule TO"). The Schedule TO relates to the offer by Purchaser to purchase up to 2,500,000, but not less than 2,000,000, outstanding shares of Common Stock, $1.00 par value per share (the "Shares"), of Katy Industries, Inc., a Delaware corporation (the "Company"), including the associated common stock purchase rights, at a purchase price of $8.00 per Share, net to the seller in cash and without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEMS 1-11. Items 1 through 11 of the Schedule TO are hereby amended and supplemented by incorporating by reference therein the press release issued by the Company on May 8, 2001, a copy of which is filed herewith as Exhibit (a)(1)(I) to the Schedule TO. ITEM 12. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a) (1) (I) -- Press Release issued by the Company on May 8, 2001. 2 Signature After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 9, 2001 KKTY HOLDING COMPANY, L.L.C. /s/ Christopher Lacovara By:__________________________________ Christopher Lacovara Authorized Manager Dated: May 9, 2001 KOHLBERG & CO., L.L.C. /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member 3 EXHIBIT INDEX (a) (1) (I) -- Press Release issued by the Company on May 8, 2001. EX-99.(A)(1)(I) 2 dex99a1i.txt PRESS RELEASE EXHIBIT (a)(1)(I) KATY NEWS --------- FOR IMMEDIATE RELEASE --------------------- KATY INDUSTRIES, INC. ANNOUNCES RESULTS FOR FIRST QUARTER ------------------------------------ ENGLEWOOD, CO - May 8, 2001 -- Katy Industries, Inc. (NYSE: KT) today reported a net loss for the first quarter of 2001 of ($8,372,000) or ($1.00) per diluted share, compared to net income of $645,000, or $.08 per diluted share, in the first quarter of 2000. First quarter results of 2001 include unusual charges totaling ($6,188,000) after-tax, or ($.74) per share. Unusual items are detailed on a schedule accompanying this release. Katy also announced that it completed the sale of its Thorsen Tools business on May 3, 2001. Accordingly, Thorsen's results are reported as operations to be disposed of in the accompanying summary of operations. Impairments of $1,050,000 to the carrying values of certain Thorsen assets are reported in the line "Equity in loss of operations to be disposed of" for the first quarter of 2001, in anticipation of the expected loss on the sale of this business to be recorded in the second quarter of 2001. On March 30, 2001, Katy announced that it had entered into a definitive agreement with KKTY Holding Company, L.L.C. for a recapitalization of Katy. Under that agreement, KKTY Holding commenced a tender off for up to 2,500,000 shares of Katy common stock at $8.00 per share, and agreed to purchase 400,000 shares of newly issued convertible preferred stock for $100 per share, or $40,000,000. Katy announced today that KKTY Holding Company, L.L.C. has advised Katy that it is re-evaluating its tender offer and proposed purchase of preferred stock in light of Katy's operating results for the first quarter and Katy's interim operating results for April 2001 (which indicated a continued shortfall from previously projected earnings before interest, taxes, depreciation and amortization). KKTY Holding advised Katy that based on these developments it believes one or more of the conditions to the tender offer may not be satisfied at the expiration date of the offer. Consequently, KKTY Holding is considering alternative courses of action to be negotiated with Katy, including among other things, an increase of its proposed preferred stock investment in Katy, a decrease in the preferred stock conversion price and a decrease in the number of shares and price per share to be purchased pursuant to the tender offer. Katy Industries, Inc. is a diversified corporation with interests primarily in Electrical/Electronics and Maintenance Products. Company contact: Stephen Nicholson, Vice President of Finance, in Englewood at (303) 290-9300, or at www.katyindustries.com ---------------------- Where You Can Find Additional Information: Shareholder approval of the preferred stock purchase is the subject of a proxy statement that was mailed to Katy shareholders in April for a shareholder meeting to be held in June 2001. Katy strongly advises all shareholders to read Katy's proxy statement, which has been filed with Securities and Exchange Commission. Katy's proxy statement contains important information that you should consider before making any decision about the proposals to be voted on at Katy's shareholder meeting. Katy's proxy statement has been mailed to all Katy shareholders and is - -------------------------------------------------------------------------------- KATY INDUSTRIES, INC. HEADQUARTERS 6300 S. SYRACUSE WAY, SUITE 300, ENGLEWOOD, CO 80111-6723 TELEPHONE: (303) 290-9300 * FACSIMILE: (303) 290-9344 available, together with the annual report, quarterly reports, current reports and other documents filed by Katy, at no charge at the SEC's web site at http://www.sec.gov or from Katy by contacting Steve Nicholson at (303) 290-9300. Neither this nor any previous announcement is an offer to purchase or a solicitation of an offer to sell shares of Katy. The acquiring entity has filed a tender offer statement and Katy has filed a solicitation/recommendation statement with the SEC with respect to the tender offer. The tender offer statement (including the offer to purchase, the related letter of transmittal and the other offer documents attached as exhibits thereto) and the solicitation/recommendation statement contain important information which should be read carefully before any decision is made with respect to the tender offer. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, are available to all Katy shareholders at no expense to them. The tender offer statement (including the offer to purchase, the related letter of transmittal and all other offer documents filed with the SEC) and the solicitation/recommendation statement are also available at no charge at the SEC's web site at http://www.sec.gov. Some of the foregoing communications constitute "forward-looking statements." Such forward-looking statements are subject to various risks and uncertainties and Katy claims the protection afforded by the safe harbor for forward-looking statements in the Private Securities Litigation Reform Act of 1995. These statements include all statements regarding the timing, completion and effect of the proposed recapitalization of Katy. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including the ability to obtain the needed shareholder approvals on a timely basis, that, together with the other risks and uncertainties detailed from time to time in Katy's filings with the SEC, may cause the actual results, performance or achievements of Katy to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The safe harbor is not applicable to the foregoing communications to the extent that they constitute tender offer materials and has not been judicially determined to be applicable to such communications to the extent that they constitute soliciting materials in connection with the tender offer. - -------------------------------------------------------------------------------- KATY INDUSTRIES, INC. HEADQUARTERS 6300 S. SYRACUSE WAY, SUITE 300, ENGLEWOOD, CO 80111-6723 TELEPHONE: (303) 290-9300 * FACSIMILE: (303) 290-9344 KATY INDUSTRIES, INC. SUMMARY OF OPERATIONS - UNAUDITED (In thousands, except per share data)
Three Months Ended ----------------------- $ March 31, March 31, Change 2001 2000 Inc/(Dec) --------- --------- --------- Sales $115,635 $134,008 ($18,373) Cost of goods sold 88,042 92,237 (4,195) --------- --------- -------- Gross profit 27,593 41,771 (14,178) Selling, general & administrative expenses 34,791 36,234 (1,443) --------- --------- -------- Operating (loss) income (7,198) 5,537 (12,735) Equity in loss of operations to be disposed of (1) (1,620) (644) (976) Interest and other, net (3,402) (3,246) (156) --------- --------- -------- (Loss) income before provision for income taxes (12,220) 1,647 (13,867) Benefit from (provision for) income taxes 4,276 (577) 4,853 --------- --------- -------- (Loss) income before distributions on (7,944) 1,070 (9,014) preferred securities Distributions on preferred interest of subsidiary, (428) (425) (3) net of tax Net (loss) income ($8,372) $645 ($9,017) ========= ======== ======== (Loss) earnings per share of common stock - Basic Continuing segments - businesses to be retained ($0.22) $0.13 ($0.35) Unusual items (1) (2) (0.74) 0.00 (0.74) Operations to be disposed of (1) (0.04) (0.05) 0.01 --------- -------- -------- Net (loss) income ($1.00) $0.08 ($1.08) ========= ======== ======== (Loss) earnings per share of common stock - Diluted Continuing segments - businesses to be retained ($0.22) $0.13 ($0.35) Unusual items (1) (2) (0.74) 0.00 (0.74) Operations to be disposed of (1) (0.04) (0.05) 0.01 --------- -------- -------- Net (loss) income ($1.00) $0.08 ($1.08) ========= ======== ======== Average shares outstanding - Basic 8,394 8,416 ========= ======== Average shares outstanding - Diluted 8,394 8,426 ========= ======== Dividends paid per share $0.000 $0.075 ========= ======== Other Information - ----------------- Working capital, excluding current maturities of indebtedness of $147,000 $108,893 $125,642 ($16,749) ======== ======== ======== Long-term debt $147,754 $155,817 ($8,063) ======== ======== ========= Preferred interest in subsidiary $32,900 $32,900 $0 ======== ======== ========= Stockholders' equity $140,464 $159,939 ($19,475) ======== ======== ========= Capital expenditures $3,359 $4,560 ($1,201) ======== ======== ========= Operating income by segment: Electrical/Electronics ($2,641) $1,394 ($4,035) Maintenance Products 503 6,278 (5,775) Corporate (5,060) (2,135) (2,925) --------- -------- -------- Total ($7,198) $5,537 ($12,735) ========= ======== ========
(1) Includes results of Thorsen Tools for 2001, in addition to results for SESCO and Sahlman Holdings, Inc., which are included in both 2001 and 2000. The Thorsen Tools business was sold in May 2001. These results include asset impairments of $1.1mm in anticipation of the loss expected to be realized upon recording of the sale transaction in the second quarter. However, these impairments are included in the Unusual Items line for earnings per share purposes. (2) See attached schedule of unusual items. KATY INDUSTRIES, INC. SUMMARY OF UNUSUAL ITEMS - UNAUDITED (In thousands, except per share data) (All items after tax) Three Months Ended --------------------------------------- DRAFT March 31, March 31, 2001 2000 ------------------ ------------------ Diluted Diluted Amount Per Share Amount Per Share ------ --------- ------ --------- Severance and other restructuring $ 856 $0.10 $ 0 $0.00 Loss associated with exit from 2,134 0.25 0 0.00 electrical branded product lines LIFO inventory adjustment 874 0.11 0 0.00 Costs associated with recapitalization 1,641 0.20 0 0.00 Asset impairments associated 683 0.08 0 0.00 with second quarter sale of Thorsen Tools business ------------------ ------------------ $ 6,188 $0.74 0 $0.00 ================== ================== -----END PRIVACY-ENHANCED MESSAGE-----