-----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, H+C41hkYOoNIdVpbIKWYuYN1gWuxli8lW2Yw+lfrVugsudM+XichTVitX7nJL9VB WDEwyxFI6ro1XdTvCBq2pw== 0000912057-97-029245.txt : 19970828 0000912057-97-029245.hdr.sgml : 19970828 ACCESSION NUMBER: 0000912057-97-029245 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970827 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERR GROUP INC CENTRAL INDEX KEY: 0000055454 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 950898810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34081 FILM NUMBER: 97670924 BUSINESS ADDRESS: STREET 1: 500 NEW HOLLAND AVE CITY: LANCASTER STATE: PA ZIP: 17602 BUSINESS PHONE: 3105562200 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KERR GLASS MANUFACTURING CORP DATE OF NAME CHANGE: 19920518 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERR GROUP INC CENTRAL INDEX KEY: 0000055454 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 950898810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34081 FILM NUMBER: 97670925 BUSINESS ADDRESS: STREET 1: 500 NEW HOLLAND AVE CITY: LANCASTER STATE: PA ZIP: 17602 BUSINESS PHONE: 3105562200 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KERR GLASS MANUFACTURING CORP DATE OF NAME CHANGE: 19920518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KERR ACQUISTION CORP CENTRAL INDEX KEY: 0001041988 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 50 FREMONT STREET SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 MAIL ADDRESS: STREET 1: 50 FREMONT STREET SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KERR ACQUISTION CORP CENTRAL INDEX KEY: 0001041988 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 50 FREMONT STREET SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 MAIL ADDRESS: STREET 1: 50 FREMONT STREET SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 14D1/A 1 14D/1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A (AMENDMENT NO. 4-FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D/A (AMENDMENT NO. 4-FINAL AMENDMENT) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ KERR GROUP, INC. (Name of Subject Company) KERR ACQUISITION CORPORATION FREMONT ACQUISITION COMPANY, LLC (Bidders) COMMON STOCK, PAR VALUE $0.50 PER SHARE (AND ASSOCIATED PURCHASE RIGHTS) $1.70 CLASS B CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D, PAR VALUE $0.50 PER SHARE (Title of Class of Securities) 492376108 AND 492376207 (CUSIP Number of Class of Securities) GILBERT H. LAMPHERE PRESIDENT FREMONT ACQUISITION COMPANY, LLC C/O THE FREMONT GROUP 50 FREMONT STREET SUITE 3700 SAN FRANCISCO, CALIFORNIA 94105 (415) 284-8500 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: KENTON J. KING, ESQ. Skadden, Arps, Slate, Meagher & Flom LLP Four Embarcadero Center, Suite 3800 San Francisco, California 94111 (415) 984-6400 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification Nos. of Above Persons Kerr Acquisition Corporation 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 8. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 9. Type of Reporting Person CO 2 CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification No. of Above Persons Fremont Acquisition Company, LLC 2. Check the Appropriate Box if a Member of a Group(a) / / (b) / / 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 10. Type of Reporting Person OO (limited liability company) 3 CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification Nos. of Above Persons Fremont Partners, L.P. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 10. Type of Reporting Person PN 4 CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification No. of Above Persons FP Advisors, L.L.C. 2. Check the Appropriate Box if a Member of a Group(a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 10. Type of Reporting Person OO (limited liability company) 5 CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification No. of Above Persons Fremont Group, L.L.C. 2. Check the Appropriate Box if a Member of a Group(a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 10. Type of Reporting Person OO (limited liability company) 6 CUSIP NO. 492376108 AND 492376207 14D-1 1. Names of Reporting Person S.S. or I.R.S. Identification No. of Above Persons Fremont Investors, Inc. 2. Check the Appropriate Box if a Member of a Group(a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Nevada 7. Aggregate Amount Beneficially Owned By Each Reporting Person 3,665,872 shares of Common Stock (including approximately 12,439 shares subject to guarantee of delivery) and 307,894 shares of Series D Preferred Shares (including 2,900 shares subject to guarantee of delivery) 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 93% of Common Stock 63% of Series D Preferred Shares 10. Type of Reporting Person CO 7 This Amendment No. 4 (Final Amendment) constitutes the final amendment to the Tender Offer statement on Schedule 14D-1/13D (the "Schedule 14D-1/13D") filed with the Securities and Exchange Commission on July 8, 1997 by Kerr Acquisition Corporation (the "Purchaser") and Fremont Acquisition Company, LLC ("Fremont"), relating to the offer by the Purchaser to purchase (i) all of the issued and outstanding shares of common stock, par value $0.50 per share, including the associated rights to purchase shares of preferred stock (the "Rights" and, together with common stock, the "Common Stock") issued pursuant to the Rights Agreement, dated as of July 25, 1995, between Kerr Group, Inc., a Delaware corporation (the "Company") and BankBoston, N.A. (formerly The First Bank of Boston), as Rights Agent, as amended, and (ii) all of the issued and outstanding shares of $1.70 Class B Cumulative Convertible Preferred Stock, Series D, par value $0.50 per share (the "Series D Preferred Shares"), of the Company, for $5.40 per share of Common Stock and $12.50 per share of Series D Preferred Shares, in each case net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 8, 1997 (the "Offer to Purchase"), a copy of which is attached to the Schedule 14D-1/13D as Exhibit (a)(1), and the related Letters of Transmittal, copies of which are attached to the Schedule 14D-1/13D as Exhibits (a)(2) and (a)(3). This filing also constitutes Amendment No. 4 (Final Amendment) to the Schedule 13D originally filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, on behalf of each of the Purchaser, Fremont, Fremont Partners, L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors, Inc. Each of Fremont Partners, L.P., FP Advisors, L.P., Fremont Group, L.L.C. and Fremont Investors, Inc. disclaims beneficial ownership of the shares of Common Stock and Series D Preferred Shares. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Offer to Purchase and the Schedule 14D-1/13D. ITEM 4. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by adding thereto the following: (a)-(b) The Offer expired at 12:00 noon, New York City time, on Tuesday, August 26, 1997. Based on information provided by the Depositary, there were validly tendered and not withdrawn (i) 3,665,872 shares of Common Stock (including 12,439 shares of Common Stock tendered by means of guaranteed delivery), or approximately 93% of the issued and outstanding shares of Common Stock and (ii) 307,894 shares of Series D Preferred Shares (including 2,900 shares of Series D Preferred Shares tendered by means of guaranteed delivery), or approximately 63% of the issued and outstanding shares of Series D Preferred Shares. The Shares validly tendered and not withdrawn at such time were accepted for payment. On August 26, 1997, the Purchaser and the Company issued the joint press release attached hereto as Exhibit (a)(19). ITEM 11. MATERIALS TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by adding thereto the following Exhibit: (a)(19) Press Release jointly issued by the Purchaser and the Company, dated August 26, 1997. 8 EXHIBIT LIST
EXHIBIT NUMBER EXHIBIT - --------- -------------------------------------------------------------------------------------------------------- (a)(1) Offer to Purchase, dated July 8, 1997. (a)(2) Letter of Transmittal with respect to the Common Stock. (a)(3) Letter of Transmittal with respect to the Series D Preferred Shares. (a)(4) Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients. (a)(5) Letter to Clients. (a)(6) Notice of Guaranteed Delivery with respect to the Common Stock. (a)(7) Notice of Guaranteed Delivery with respect to the Series D Preferred Shares. (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(9) Press Release jointly issued by Fremont and the Company, dated July 1, 1997. (a)(10) Form of Summary Advertisement, dated July 8, 1997. (a)(11) Fairness Opinion of CIBC Wood Gundy Securities Corp., dated June 30, 1997. (a)(12) Notice of United National Bank as Trustee of the Kerr Group, Inc. Employee Incentive Stock Ownership Plan I to Participants in Kerr Group, Inc. Employee Incentive Stock Ownership Plan I. (a)(13) Notice of United National Bank as Trustee of the Kerr Group, Inc. Employee Incentive Stock Ownership Plan to Participants in Kerr Group, Inc. Employee Incentive Stock Ownership Plan. (a)(14) Complaint entitled DR. ALAN LATIES VS. KERR GROUP, INC. ET AL. Civil Action No. 15825-NC. (a)(15) Press Release issued by the Company, dated August 1, 1997. (a)(16) Notice of Determination issued by the Pension Benefit Guaranty Corporation, dated August 1, 1997. (a)(17) Term Sheet, dated August 18, 1997, by and among Fremont, the Company and the Pension Benefit Guaranty Corporation. (a)(18) Press Release issued by the Purchaser, dated August 19, 1997. (a)(19) Press Release jointly issued by the Purchaser and the Company, dated August 26, 1997. (c)(1) Agreement and Plan of Merger, dated as of July 1, 1997, by and among Fremont, the Purchaser and the Company. (c)(2) Option Agreement, dated as of July 1, 1997, by and between Fremont and the Company. (c)(3) Guarantee, dated as of July 1, 1997, by and between Fremont Partners, L.P. and the Company. (c)(4) Confidentiality Agreement, dated November 6, 1995, by and between Fremont Group, Inc. and Lehman Brothers Inc. on behalf of the Company. (d) None. (e) Not applicable. (f) None.
9 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. Date: August 27, 1997 KERR ACQUISITION CORPORATION By: /s/ GILBERT H. LAMPHERE ----------------------------------------- Name: Gilbert H. Lamphere Title: DIRECTOR AND PRESIDENT
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. Date: August 27, 1997 FREMONT ACQUISITION COMPANY, LLC By: /s/ GILBERT H. LAMPHERE ----------------------------------------- Name: Gilbert H. Lamphere Title: PRESIDENT
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. Date: August 27, 1997 FREMONT PARTNERS, L.P. By: FP Advisors, L.L.C., its general partner By: Fremont Group, L.L.C., its managing member By: Fremont Investors, Inc., its manager By: /s/ GILBERT H. LAMPHERE -------------------------------- Name: Gilbert H. Lamphere Title: MANAGING DIRECTOR AND DIRECTOR 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. Date: August 27, 1997 FP ADVISORS, L.L.C. By: Fremont Group, L.L.C., it managing member By: Fremont Investors, Inc., its manager By: /s/ GILBERT H. LAMPHERE ------------------------------- Name: Gilbert H. Lamphere Title:MANAGING DIRECTOR AND DIRECTOR 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. Date: August 27, 1997 FREMONT GROUP, L.L.C. By: Fremont Investors, Inc., its manager By: /s/ GILBERT H. LAMPHERE ---------------------------------- Name: Gilbert H. Lamphere Title: MANAGING DIRECTOR AND DIRECTOR 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. Date: August 27, 1997 FREMONT INVESTORS, INC. By: /s/ GILBERT H. LAMPHERE ----------------------------------------- Name: Gilbert H. Lamphere Title: MANAGING DIRECTOR AND DIRECTOR
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - --------- -------------------------------------------------------------------------------------------------------- (a)(19) Press Release jointly issued by the Purchaser and the Company, dated August 26, 1997.
16 EX-99.A-19 2 EXHIBIT 99(A)(19) PRESS RELEASE [KERR ACQUISITION CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE (SAN FRANCISCO, California)--August 26, 1997--Fremont Acquisition Company, LLC and Kerr Group, Inc. announced today that Fremont has completed its tender offer for all of the outstanding shares of common stock (KGM-NYSE) and preferred stock (KGMD-NYSE) of Kerr Group, Inc. at $5.40 net per share of common stock and $12.50 net per share of preferred stock. The offer expired, as scheduled, at 12:00 noon (EDT) on Tuesday, August 26, 1997. As of the termination of the offer, based on a preliminary count from the Depositary, Boston EquiServe, L.P., approximately 3,653,433 shares of Kerr common stock and 304,994 shares of Kerr preferred stock had been tendered and not withdrawn. Subject to the terms of the merger agreement among Fremont Acquisition Company, LLC, Kerr Acquisition Corporation and Kerr, shares of common stock and preferred stock of Kerr not tendered will be converted into the right to receive $5.40 net per share of common stock and $12.50 net per share of preferred stock pursuant to a second-step merger between Kerr Acquisition Corporation and Kerr. Kerr, headquartered in Lancaster, Pennsylvania, is a major producer of plastic packaging products. # # # Company Contact: D. Gordon Strickland President and Chief Executive Officer (717) 390-8438 Fremont Contact: Gregory P. Spivy Principal (415) 284-8793 -----END PRIVACY-ENHANCED MESSAGE-----