SC TO-T/A 1 w42099scto-ta.txt SCHEDULE TO AMENDMENT NO. 2 CERPROBE CORPORATION 1 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. 2) CERPROBE CORPORATION (Name of Subject Company (Issuer)) CARDINAL MERGER SUB., INC., a Wholly-Owned Subsidiary of KULICKE AND SOFFA INDUSTRIES, INC. (Name of Filing Person (Offeror)) Common Stock Par Value $.05 (Title of Class of Securities) 156787103 (CUSIP Number of Class of Securities) Clifford G. Sprague Senior Vice President and Chief Financial Officer 2101 Blair Mill Road Willow Grove, PA 19090 (215) 784-6000 With a copy to: F. Douglas Raymond Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 (215) 988-2700 (Name, Address, and Telephone of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) Calculation of Filing Fee
Transaction valuation Amount of filing fee* $214,840,660 $42,968.13
* This amount has previously been paid. 2 [ ] Check the 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. [ ] 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 tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] 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: [ ] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission on October 25, 2000 by Cardinal Merger Sub., Inc., a Delaware Corporation ("Merger Sub") and a wholly-owned subsidiary of Kulicke and Soffa Industries, Inc., a Pennsylvania corporation ("Parent"), relating to the Offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.05 per share, together with the associated rights to purchase Series A Junior Participating Preferred Stock (the "Rights" and collectively with the Common Stock, the "Shares") of Cerprobe Corporation, a Delaware corporation (the "Company"), at a price of $20.00 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 October 25, 2000 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(2) to the Schedule TO (which, as they may be amended and supplemented from time to time, together constitute the "Offer"). The information in the Offer to Purchase is incorporated by reference herein. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. ITEMS 1 and 11. Items 1 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and all exhibits thereto, are hereby amended and supplemented by adding thereto the following: "In a press release dated November 3, 2000, Parent announced that the waiting period under the HSR Act applicable to the Offer expired on November 2, 2000. A copy of the press release containing such announcement is filed as Exhibit (a)(10) and is incorporated herein by reference." -2- 3 ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented by adding the following exhibit and is incorporated herein by reference. (a)(10) Press Release dated November 3, 2000. 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: November 3, 2000 KULICKE AND SOFFA INDUSTRIES, INC. By: /s/ Clifford G. Sprague ------------------------------------ Name: Clifford G. Sprague Title: Chief Financial Officer CARDINAL MERGER SUB., INC. By: /s/ Clifford G. Sprague ------------------------------------ Name: Clifford G. Sprague Title: Vice President -3- 4 INDEX TO EXHIBITS (a)(10) Press release dated November 3, 2000. -4-