-----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, Tns6OSpQGfmmp8dbEirSTB5IJsou4XCNMrXeUX6iesPqmq0Yu0ovLdUCJ0voT7wi STq7aXEzTmJkOYI70rcBVQ== /in/edgar/work/0000916641-00-001438/0000916641-00-001438.txt : 20001005 0000916641-00-001438.hdr.sgml : 20001005 ACCESSION NUMBER: 0000916641-00-001438 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BI INC CENTRAL INDEX KEY: 0000716629 STANDARD INDUSTRIAL CLASSIFICATION: [7380 ] IRS NUMBER: 840769926 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-34634 FILM NUMBER: 734788 BUSINESS ADDRESS: STREET 1: 6400 LOOKOUT RD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3032181000 MAIL ADDRESS: STREET 1: 6400 LOOKOUT RD CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KBII HOLDINGS INC CENTRAL INDEX KEY: 0001121878 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142417430 SC TO-T/A 1 0001.txt AMENDMENT NO. 6 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) ---------------------- BI Incorporated (Issuer) (Name of Subject Company) KBII Acquisition Company, Inc. (Offeror) KBII Holdings, Inc. (Offeror) Kohlberg & Co., L.L.C. (Offeror) (Names of Filing Persons) ---------------------- Common Stock, No Par Value Per Share (Title of Class of Securities) 055467203 (CUSIP Number of Class of Securities) ---------------------- Christopher Lacovara 111 Radio Circle Mount Kisco, New York 10549 (914) 241-7430 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With Copies To: Gregory K. Gale, Esq. Hunton & Williams 600 Peachtree Street, N.E., Suite 4100 Atlanta, Georgia 30308-2216 (404) 888-4000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: * Amount of filing fee: $79,281,147 $15,857 - -------------------------------------------------------------------------------- * For purposes of calculating fee only. This amount is based on a per share offering price of $8.25 for 7,968,818 shares of common stock and for options to purchase 1,641,018 shares of common stock. Pursuant to the Agreement and Plan of Merger, dated as of August 10, 2000, by and among BI Incorporated (the "Company"), KBII Holdings, Inc. ("Parent") and KBII Acquisition Company, Inc. ("Offeror"), the Company represented to Parent and Offeror that, as of such date, it had 7,968,818 shares of common stock and options to purchase 1,641,018 shares of common stock issued and outstanding. 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 Offeror. [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: $15,857 Form or Registration No.: Schedule TO Filing Party: KBII Acquisition Company, Inc. (Offeror), KBII Holdings, Inc. (Offeror) and Kohlberg & Co., L.L.C. (Offeror) Date Filed: August 18, 2000, August 23, 2000, September 11, 2000, September 18, 2000, September 19, 2000 and September 28, 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 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: [X] This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 18, 2000, amended on August 23, 2000, September 11, 2000, September 18, 2000, September 19, 2000 and September 28, 2000 (as amended, the "Schedule TO"), by KBII Holdings, Inc., a Delaware corporation ("Parent"), KBII Acquisition Company, Inc., a Colorado corporation and a direct wholly owned subsidiary of Parent ("Offeror"), and Kohlberg & Co., L.L.C. ("Kohlberg"). The Schedule TO relates to the offer by Offeror to purchase all outstanding shares of Common Stock, no par value per share (the "Shares"), of BI Incorporated, a Colorado corporation (the "Company"), including the associated common stock purchase rights, at a purchase price of $8.25 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 August 18, 2000 (as amended, the "Offer to Purchase"), the related Letter of Transmittal and the Supplement to Offer to Purchase dated September 19, 2000, copies of which are attached to and filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(J) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Offer to Purchase and the Schedule TO. ITEMS 1 THROUGH 9, 11 and 13. Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and supplemented by incorporating by reference therein the press release issued by the Bidders on October 4, 2000, a copy of which is filed herewith as Exhibit (a)(1)(K) to the Schedule TO. ITEM 12. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(1)(K) Press Release issued by the Bidders on October 4, 2000 (filed herewith). 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: October 4, 2000 KBII ACQUISITION COMPANY, INC. By: /s/ James A. Kohlberg ------------------------ Name: James A. Kohlberg Title: President KBII HOLDINGS, INC. By: /s/ James A. Kohlberg ------------------------ Name: James A. Kohlberg Title: President KOHLBERG & CO., L.L.C. By: /s/ James A. Kohlberg ------------------------ Name: James A. Kohlberg Title: Principal EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- (a)(1)(K) Press Release issued by the Bidders on October 4, 2000 (filed herewith). EX-99.A.1.K 2 0002.txt PRESS RELEASE EXHIBIT (a)(1)(K) FOR FURTHER INFORMATION: AT THE COMPANY: Jackie Chamberlin Chief Financial Officer (303) 218-1000 FOR IMMEDIATE RELEASE WEDNESDAY, OCTOBER 4, 2000 KBII ACQUISITION COMPANY COMPLETES TENDER OFFER FOR BI INCORPORATED - ------------------------------------------------------------------- NEW YORK, OCTOBER 4, 2000 - KBII Acquisition Company, Inc., a wholly owned subsidiary of KBII Holdings, Inc. and an affiliate of Kohlberg & Co., L.L.C., today announced that it has accepted for purchase and payment, pursuant to its $8.25 per share cash tender offer for all outstanding shares of common stock of BI Incorporated, all BI Incorporated shares that were validly tendered and not withdrawn as of the expiration of its tender offer at 12:00 midnight, New York City time, on Tuesday, October 3, 2000. According to Computershare Investor Services LLC, the depositary for the tender offer, 7,769,058 shares were validly tendered pursuant to the tender offer and not withdrawn (including 16,778 shares tendered pursuant to a guarantee of delivery), representing approximately 97.4% of the total issued and outstanding shares. Payment for the tendered shares will be made promptly. The tender offer will be followed by a short-form merger of KBII Acquisition Company, Inc., with and into BI Incorporated as soon as practicable. Pursuant to the merger, those BI Incorporated shareholders who did not tender their shares in the tender offer and who do not seek appraisal of their shares pursuant to applicable provisions of Colorado law will have their shares converted into the right to receive $8.25 per share net to each shareholder in cash upon proper presentation of certificates representing their shares, together with a properly completed letter of transmittal, to Computershare Investor Services LLC. BI Incorporated is headquartered in Boulder, Colorado and is a leading provider of integrated technology systems and treatment services for community-based corrections worldwide. Kohlberg & Co., L.L.C. is a private merchant banking firm with offices in Mount Kisco, NY and Palo Alto, CA. -----END PRIVACY-ENHANCED MESSAGE-----