SC TO-T/A 1 y57212scto-ta.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) NCH CORPORATION (Name of Subject Company (Issuer)) RANGER MERGER CORPORATION - Offeror RANGER HOLDING LLC - Offeror IRVIN L. LEVY - Offeror LESTER A. LEVY, SR. - Offeror ROBERT M. LEVY - Offeror JOHN I. LEVY - Offeror LESTER A. LEVY, JR. - Offeror WALTER M. LEVY - Offeror ANN LEVY COX - Offeror CAROL R. LEVY - Offeror KAREN LEVY - Offeror IRJ LIMITED PARTNERSHIP - Offeror SHELTERWOOD PARTNERS, L.P. - Offeror THE ALLEN JOHN LEVY TRUST - Offeror THE KATHERINE RUTH LEVY TRUST - Offeror THE SOPHIE BERTHA ROSE LEVY TRUST - Offeror THE SOPHIE BERTHA LEVY ROSE TRUST II - Offeror THE WALTER M. LEVY CHILDREN'S TRUST - Offeror THE SAMUEL LEVY PIASSICK TRUST - Offeror THE ANN LEVY PIASSICK CHILDREN'S EXEMPT TRUST - Offeror THE IRVIN L. LEVY TRUST - Offeror THE LESTER A. LEVY TRUST - Offeror THE ANN ELIZABETH LEVY TRUST - Offeror THE WALTER MILTON LEVY TRUST - Offeror THE LESTER A. LEVY, JR. TRUST - Offeror THE ROBERT M. LEVY TRUST - Offeror THE JOHN IRVIN LEVY TRUST - Offeror (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 628850 10 9 (CUSIP Number of Class of Securities) IRVIN L. LEVY 2727 CHEMSEARCH BOULEVARD IRVING, TEXAS 75062 (972) 438-0441 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) WITH COPIES TO: PAUL S. BIRD, ESQ. DEBEVOISE & PLIMPTON 919 THIRD AVENUE NEW YORK, NY 10022 (212) 909-6000 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [X] third party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] 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: [ ] Ranger Merger Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Ranger Holding LLC, a Delaware limited liability company ("Holding"), which is 100% owned by Irvin L. Levy, Lester A. Levy, Sr. and the other members of the Levy family identified as offerors on the cover page of this Schedule TO (together with Holding and Purchaser, the "Levy Group") hereby amend and supplement their Tender Offer Statement on Schedule TO originally filed on January 7, 2002 (the "Schedule TO"), as subsequently amended from time to time, with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, $1.00 par value (the "Shares"), of NCH Corporation, a Delaware corporation (the "Company"), at a purchase price of $52.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 7, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Schedule TO and the Offer to Purchase dated January 7, 2002, filed as Exhibit (a)(1)(i) thereto. ITEMS 1 THROUGH 9 AND 11 THROUGH 13 Items 1 through 9 and 11 through 13 of the Schedule TO are hereby amended and supplemented as follows: Purchaser has entered into a senior secured credit arrangement providing for a term loan facility not to exceed $50,000,000 in the aggregate and a revolving credit facility not to exceed $60,000,000 in the aggregate (including a swing line loan subfacility not to exceed $5,000,000 and a letter of credit subfacility not to exceed $10,000,000), pursuant to a credit agreement, dated as of February 5, 2002, among the Purchaser, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and JP Morgan Chase Bank, as syndication agent (the "Credit Agreement"). The Credit Agreement contains usual and customary affirmative and negative covenants, including customary financial covenants. Interest rates for the loans will be adjusted LIBOR or the adjusted base rate, at the election of Purchaser, in each case plus a margin tied to the Purchaser's leverage ratio. Purchaser may elect periods of one, two, three or six months for adjusted LIBOR borrowings under the facilities. The Credit Agreement described in this paragraph is included as exhibit (b)(ii) hereto. The foregoing summary is qualified in its entirety by such exhibit, and reference is made thereto for the complete terms and conditions of the Credit Agreement. Ranger Merger Corporation extended the Expiration Date from February 4, 2002 to February 12, 2002 at midnight E.S.T. As a result, stockholders of NCH Corporation may tender or withdraw their shares until midnight E.S.T. on Tuesday, February 12, 2002, unless the offer is further extended. ITEM 12 EXHIBITS Item 12 of the Schedule TO is supplemented by adding the following information: (a)(5)(ix) Text of press release issued by the Company on February 5, 2002. (a)(5)(x) Text of press release issued by the Company on February 5, 2002. (b)(ii) Credit Agreement dated February 5, 2002, among Ranger Merger Corporation, Bank of America, N.A., JP Morgan Chase Bank and the other lenders thereto. 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. RANGER HOLDING LLC By: /s/ Irvin L. Levy ------------------------------------ Name: Irvin L. Levy Title: President and CEO RANGER MERGER CORPORATION By: /s/ Irvin L. Levy ------------------------------------ Name: Irvin L. Levy Title: Chairman and President /s/ Irvin L. Levy --------------------------------------- Irvin L. Levy /s/ Lester A. Levy, Sr. --------------------------------------- Lester A. Levy, Sr. /s/ Robert M. Levy --------------------------------------- Robert M. Levy /s/ John I. Levy --------------------------------------- John I. Levy /s/ Lester A. Levy, Jr. --------------------------------------- Lester A. Levy, Jr. /s/ Walter M. Levy --------------------------------------- Walter M. Levy /s/ Ann Levy Cox --------------------------------------- Ann Levy Cox /s/ Carol R. Levy --------------------------------------- Carol R. Levy /s/ Karen Levy --------------------------------------- Karen Levy IRJ LIMITED PARTNERSHIP By: IRJ GP, L.L.C. its General Partner By: /s/ Irvin L. Levy --------------------------------------- Name: Irvin L. Levy Title: Manager SHELTERWOOD PARTNERS, L.P. By: Shelterwood Investments, Inc. its General Partner By: /s/ Lester A. Levy, Sr. --------------------------------------- Name: Lester A. Levy, Sr. Title: President THE ALLEN JOHN LEVY TRUST By: /s/ Robert M. Levy --------------------------------------- Name: Robert M. Levy Title: Trustee THE KATHERINE RUTH LEVY TRUST By: /s/ Robert M. Levy --------------------------------------- Name: Robert M. Levy Title: Trustee THE SOPHIE BERTHA ROSE LEVY TRUST By: /s/ Ann Levy Cox --------------------------------------- Name: Ann Levy Cox Title: Trustee THE SOPHIE BERTHA ROSE LEVY TRUST II By: /s/ Walter M. Levy --------------------------------------- Name: Walter M. Levy Title: Trustee THE WALTER M. LEVY CHILDREN'S TRUST By: /s/ Walter M. Levy --------------------------------------- Name: Walter M. Levy Title: Trustee THE SAMUEL LEVY PIASSICK TRUST By: /s/ Ann Levy Cox --------------------------------------- Name: Ann Levy Cox Title: Trustee THE ANN LEVY PIASSICK CHILDREN'S EXEMPT TRUST By: /s/ Ann Levy Cox --------------------------------------- Name: Ann Levy Cox Title: Trustee THE IRVIN L. LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Irvin L. Levy --------------------------------------- Name: Irvin L. Levy Title: Trustee THE LESTER A. LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Lester A. Levy, Sr. --------------------------------------- Name: Lester A. Levy, Sr. Title: Trustee THE ANN ELIZABETH LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Lester A. Levy, Sr. --------------------------------------- Name: Lester A. Levy, Sr. Title: Trustee THE WALTER MILTON LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Lester A. Levy, Sr. --------------------------------------- Name: Lester A. Levy, Sr. Title: Trustee THE LESTER A. LEVY, JR. TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Lester A. Levy, Sr. --------------------------------------- Name: Lester A. Levy, Sr. Title: Trustee THE ROBERT M. LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Irvin L. Levy --------------------------------------- Name: Irvin L. Levy Title: Trustee THE JOHN IRVIN LEVY TRUST By: Bank of America, Corporate Trustee By: /s/ Daniel J. Kelly --------------------------------------- Name: Daniel J. Kelly Title: Trust Officer By: /s/ Irvin L. Levy --------------------------------------- Name: Irvin L. Levy Title: Trustee Dated: February 5, 2002 EXHIBIT INDEX (a)(1)(i)* Offer to Purchase, dated January 7, 2002. (a)(1)(ii)* Letter of Transmittal, dated January 7, 2002. (a)(1)(iii)* Notice of Guaranteed Delivery, dated January 7, 2002. (a)(2)* Letter to the stockholders of the Company from Irvin L. Levy, Chairman of the Board of Directors of the Company. (a)(3)* Exhibit (a)(1)(i) is incorporated herein by reference. (a)(4) Not applicable. (a)(5)(i)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated January 7, 2002. (a)(5)(ii)* Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees, dated January 7, 2002. (a)(5)(iii)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(iv)* Text of letter from Irvin L. Levy and Lester A. Levy, Sr. to the Company's Board, dated September 28, 2001. (a)(5)(v)* Summary Advertisement as published in the New York Times on January 7, 2002. (a)(5)(vi)* Text of press release issued by the Company on October 1, 2001. (a)(5)(vii)* Text of press release issued by the Company on December 24, 2001. (a)(5)(viii)* Text of press release issued by the Company on January 7, 2002. (a)(5)(ix) Text of press release issued by the Company on February 5, 2002. (a)(5)(x) Text of press release issued by the Company on February 5, 2002. (b)(i)* Financing Commitment Letter dated October 12, 2001 from Bank of America, N.A. and Bank of America Securities LLC relating to -------- * Previously filed. $130,000,000 aggregate principal amount of senior credit facilities as amended by letters dated November 8, 2001 and December 10, 2001. (b)(ii) Credit Agreement dated February 5, 2002, among Ranger Merger Corporation, Bank of America, N.A., JP Morgan Chase Bank and the other lenders thereto. (c)(i)* Fairness Opinion of Dresdner Kleinwort Wasserstein (included as Annex B to Offer to Purchase filed herewith as Exhibit (a)(1)(i)). (c)(ii)* Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 24, 2001. (c)(iii)* Materials presented by Deutsche Banc Alex. Brown to the Levy Group dated April 4, 2001. (c)(iv)* Materials presented by Deutsche Banc Alex. Brown to the Levy Group dated September 17, 2001. (c)(v)* Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated October 31, 2001. (c)(vi)* Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 5, 2001. (c)(vii)* Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 18, 2001. (c)(viii)* Financial Projections Prepared by the Management of the Company, dated April, 2001 (the "April Projections"). (c)(ix)* Financial Projections Prepared by the Management of the Company, dated September, 2001 (the "July Projections"). (c)(x)* Financial Projections Prepared by the Management of the Company, dated October, 2001 (the "October Projections"). (d)(i)* Agreement and Plan of Merger, dated as of December 24, 2001, by and among Holding, Purchaser and the Company (included as Annex A to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)). (d)(ii) None. (e)(i)* Excerpts from the Proxy Statement for 2001 Annual Meeting of Stockholders of NCH Corporation, dated June 27, 2001. (e)(ii)* Limited Liability Company Agreement of Ranger Holding LLC, dated as of December 24, 2001. (f)* Section 262 of the Delaware General Corporation Law (included as Schedule II to the Offer to Purchase filed herewith at Exhibit (a)(1)(i)). (g) None. (h) None.