-----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, LNk2yPEw3XyKNpm/gfEjBtn6g0SIvO+epinGa6tq/6E3kMB4FALD7j0KRmi9idc1 hBsYfiXL0KMMorTJsGX5XQ== 0000916641-01-500463.txt : 20010518 0000916641-01-500463.hdr.sgml : 20010518 ACCESSION NUMBER: 0000916641-01-500463 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010517 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: 1642627 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. 3 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. 3) --------------- Katy Industries, Inc. (Issuer) (Name of Subject Company) KKTY Holding Company, L.L.C. (Offeror) Kohlberg & Co., L.L.C. (Offeror) Kohlberg Investors IV, L.P. (Offeror) Kohlberg TE Investors IV, L.P. (Offeror) Kohlberg Offshore Investors IV, L.P. (Offeror) Kohlberg Partners IV, L.P. (Offeror) Kohlberg Management IV, L.P. (Offeror) James A. Kohlberg (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. 3 (this "Amendment No. 3") is being filed by KKTY Holding Company, L.L.C., a Delaware limited liability company ("Purchaser"), Kohlberg Investors IV, L.P., a Delaware limited partnership ("Investors IV"), Kohlberg TE Investors IV, L.P., a Delaware limited partnership ("TE Investors IV"), Kohlberg Offshore Investors IV, L.P., a Delaware limited partnership ("Offshore Investors IV"), Kohlberg Partners IV, L.P., a Delaware limited partnership ("Partners IV"), Kohlberg Management IV, L.L.C., a Delaware limited liability company ("Management IV"), and James A. Kohlberg, a United States citizen ("Mr. Kohlberg"), and amends and supplements the Tender Offer Statement on Schedule TO filed on April 25, 2001 (as amended, the "Schedule TO"), as amended by Amendment No. 1 to the Schedule TO filed on April 26, 2001 ("Amendment No. 1") and Amendment No. 2 to the Schedule TO filed on May 9, 2001 ("Amendment No. 2"). By virtue of its direct or indirect relationship with Purchaser, Investors IV, TE Investors IV, Offshore Investors IV, Partners IV, Management IV and Mr. Kohlberg and involvement in negotiating the terms of the Offer (as defined below), Kohlberg & Co, L.L.C., a Delaware limited liability company ("Kohlberg & Co."), may be deemed to be a bidder within the meaning of Rule 14d-1(g)(2) under the Securities Exchange Act of 1934, as amended, and as such is joining with Purchaser, Investors IV, TE Investors IV, Offshore Investors IV, Partners IV, Management IV and Mr. Kohlberg as filing persons with respect to this Amendment No. 3. 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 (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO. ITEMS 1-11. The information set forth in the Offer to Purchase, which is incorporated by reference into Items 1 through 11 of the Schedule TO, is hereby amended as follows: 1. SUMMARY TERM SHEET. The section entitled "Summary Term Sheet" is hereby amended by inserting at the end of the first sentence of the paragraph captioned "Do You Have the Financial Resources to Make Payment?" on page 3 of the Offer to Purchase the following: "The four limited partnerships comprising the private equity fund are Kohlberg Investors IV, L.P., Kohlberg TE Investors IV, L.P., Kohlberg Offshore Investors IV, L.P. and Kohlberg Partners IV, L.P. See Section 9 "Certain Information Concerning Purchaser."" The section entitled "Summary Term Sheet" is further amended by inserting at the end of the paragraph captioned "What Does Katy's Board of Directors Think of the Offer?" on page 3 of the Offer to Purchase the following: "William F. Andrews, who is a director of Katy, is an operating principal of Kohlberg & Co., L.L.C., our affiliate, and a director of several of Kohlberg & Co., L.L.C.'s portfolio companies. Mr. Andrews, in his capacity as a director of Katy, removed himself from consideration of transactions contemplated by the recapitalization agreement because of his relationship with Kohlberg & Co., L.L.C. See Section 9, "Certain Information Concerning Purchaser."" 2. INTRODUCTION. The section entitled "Introduction" is hereby amended by inserting immediately after the fourth paragraph in that section on page 5 of the Offer to Purchase the following paragraph: "William F. Andrews, who is a director of the Company, is an operating principal of Kohlberg & Co., L.L.C., an affiliate of Purchaser, and a director of several of Kohlberg & Co., L.L.C.'s portfolio companies. 2 Mr. Andrews, in his capacity as a director of the Company, removed himself from consideration of transactions contemplated by the recapitalization agreement because of his relationship with Kohlberg & Co., L.L.C. See Section 9, "Certain Information Concerning Purchaser."" 3. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The section entitled "Certain Federal Income Tax Consequences" is hereby amended by deleting the first sentence in that section on page 14 of the Offer to Purchase and inserting in lieu thereof the following: "The following is a summary of certain material federal income tax consequences of the Offer to holders whose Shares are purchased pursuant to the Offer." 4. CERTAIN INFORMATION CONCERNING PURCHASER. The section entitled "Certain Information Concerning Purchaser" is hereby amended by inserting at the end of the paragraph captioned "Summary Financial Information" on page 21 of the Offer to Purchase the following: "Because Kohlberg Management IV, L.L.C., the general partner of each of the limited partnerships comprising Kohlberg Fund IV, was formed for the purpose of forming each of Kohlberg Fund IV's limited partnerships and, to date, has engaged in no other activities other than those incidental to such formations, Kohlberg Management IV, L.L.C. has minimal assets and liabilities and no meaningful historical financial information." 5. BACKGROUND OF THE OFFER. The section entitled "Background of the Offer" is hereby amended by inserting at the end of that section on page 31 of the Offer to Purchase the following two paragraphs: "On April 25, 2001, Purchaser commenced the Offer. On May 8, 2001, the Company issued a press release (a copy of which is filed as an exhibit to the Schedule TO) announcing earnings results for the first quarter ended March 31, 2001 and announcing that Purchaser had advised the Company that: (i) Purchaser was re-evaluating the Offer and Preferred Stock Purchase in light of the Company's operating results for the first quarter and the Company's interim operating results for April 2001 (which indicated a continued shortfall from previously projected earnings before interest, taxes, depreciation and amortization), (ii) based on these developments, Purchaser believed one or more of the Offer Conditions may not be satisfied at the Expiration Date and (iii) Purchaser was considering alternative courses of action to be negotiated with the Company, including, among other things, an increase of its proposed preferred stock investment in the Company, 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 Offer." 6. CERTAIN CONDITIONS TO PURCHASER'S OBLIGATIONS. The section entitled "Certain Conditions to Purchaser's Obligations" is hereby amended by deleting clause (iv) in the first paragraph of that section on page 49 of the Offer to Purchase and inserting in lieu thereof the following: "(iv) none of the following events shall have occurred and be continuing at the time of expiration of the Offer:" 7. ANNEX I: AUTHORIZED MANAGERS AND PRINCIPALS OF PURCHASER, KOHLBERG FUND IV, KOHLBERG MANAGEMENT IV AND KOHLBERG & CO. Annex I is hereby amended by deleting Ranjit S. Bhonsle's name, age and five-year employment history from the table on page I-1 of the Offer to Purchase. Mr. Bhonsle resigned as a principal of Kohlberg & Co. effective May 4, 2001. 3 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 17, 2001 KKTY HOLDING COMPANY, L.L.C. /s/ Christopher Lacovara By:__________________________________ Christopher Lacovara Authorized Manager Dated: May 17, 2001 KOHLBERG & CO., L.L.C. /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member Dated: May 17, 2001 KOHLBERG INVESTORS IV, L.P. By:Kohlberg Management IV, L.L.C., its General Partner /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member Dated: May 17, 2001 KOHLBERG TE INVESTORS IV, L.P. By:Kohlberg Management IV, L.L.C., its General Partner /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member Dated: May 17, 2001 KOHLBERG OFFSHORE INVESTORS IV, L.P. By:Kohlberg Management IV, L.L.C., its General Partner /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member 4 Dated: May 17, 2001 KOHLBERG PARTNERS IV, L.P. By:Kohlberg Management IV, L.L.C., its General Partner /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member Dated: May 17, 2001 KOHLBERG MANAGEMENT IV, L.L.C. /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg Managing Member Dated: May 17, 2001 /s/ James A. Kohlberg By:__________________________________ James A. Kohlberg 5 -----END PRIVACY-ENHANCED MESSAGE-----