UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
WORLD SERVICES, INC.
(Name of Subject Company (issuer))
SUPER 8 MOTEL DEVELOPERS, INC. (third party offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK
(Title of Class of Securities)
98151p105
(CUSIP Number of Class of Securities)
Mark S. Weitz, Marci K. Winga
Leonard, Street and Deinard Professional Association
150 South Fifth Street, Suite 2300
Minneapolis, MN 55402
Tel. (612) 335-1500
Fax (612) 335-1657
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
| CALCULATION OF FILING FEE |
||
| Transaction valuation:* | Amount of filing fee | |
| $2,243,772 | $449 | |
Amount
Previously Paid: $449
Form or Registration No.: 5-62029
Filing Party: Super 8 Motel Developers, Inc.
Date Filed: October 2, 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
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 Tender Offer Statement on Schedule TO is being filed on behalf of Super 8 Motel Developers, Inc., a South Dakota corporation ("Developers") to amend and supplement Developers' Tender Offer Statement on Schedule TO, originally filed on October 2, 2001, and amended and supplemented on October 18, 2001 (as amended and supplemented, the "Schedule TO"), with respect to the offer by Developers to purchase all the outstanding shares of common stock, par value $0.001 per share, of the subject company, World Services, Inc., a South Dakota corporation ("World Services"), at a purchase price of $0.85 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 3, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO, and is amended and supplemented by the information specifically provided herein.
The information contained in the Schedule TO and the Offer to Purchase concerning World Services, including the outstanding share information, was taken from World Services' public filings with the Securities and Exchange Commission. Developers takes no responsibility for the accuracy of such information.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented by the information provided in the Supplemental Letter to Shareholders dated October 24, 2001 included as Exhibit (a)(1)(H) to the Schedule TO, which is incorporated herein by reference.
| Exhibit Number |
Description |
|||
|---|---|---|---|---|
| (a)(1)(A) | — | Offer to Purchase dated October 3, 2001.* | ||
| (a)(1)(B) | — | Letter of Transmittal.* | ||
| (a)(1)(C) | — | Letter to Shareholders dated October 3, 2001.* | ||
| (a)(1)(D) | — | Press Release issued by Super 8 Motel Developers, Inc. on October 3, 2001.* | ||
| (a)(1)(E) | — | Summary Advertisement published October 3, 2001.* | ||
| (a)(1)(F) | — | Letter Agreement effective as of September 10, 2001.** | ||
| (a)(1)(G) | — | Release of Escrowed Shares Agreement dated September 25, 2001.*** | ||
| (a)(1)(H) | — | Supplemental Letter to Shareholders dated October 24, 2001. | ||
| (a)(1)(I) | — | Summary Advertisement to be published on or about October 29, 2001. | ||
| (a)(1)(J) | — | Press Release to be issued by Super 8 Motel Developers, Inc. on or about October 29, 2001. | ||
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.
| SUPER 8 MOTEL DEVELOPERS, INC. | ||||
By: |
/s/ HARVEY AMAN |
|||
| Name: | Harvey Aman | |||
| Title: | President and Chief Operating Officer | |||
| Date: | October 24, 2001 | |||
[Super 8 Motel Developers, Inc. Letterhead]
October 24, 2001
ATTENTION: WORLD SERVICES, INC. SHAREHOLDERS
Tender Offer and Withdrawal Rights Extended until December 11, 2001.
Dear Shareholder:
By now you should have received a packet of materials from our company, Super 8 Motel Developers, Inc., dated October 3, 2001, relating to our offer to purchase all of the outstanding World Services, Inc. common stock for a purchase price of $0.85 per share. As noted in those materials, our tender offer was originally scheduled to expire on October 31, 2001; however, we have extended our offer and withdrawal period until December 11, 2001, to allow additional shareholders to participate and to allow the special meeting of World Services' shareholders to be held prior to the expiration of our offer.
If you have already sent us your Letter of Transmittal and share certificates, you do not need to do anything further to tender your shares unless we contact you, but you will still need to vote in favor of the amendment to the Articles of Incorporation when you receive the proxy materials from World Services.
As we explained in the materials previously sent to you, our tender offer is conditioned upon shareholders tendering at least a majority of World Services' shares, and not withdrawing them, on or before the expiration date. In addition, shareholders must approve an amendment to the World Services Articles of Incorporation at a special shareholders' meeting. The new expiration date, December 11, 2001, is the earliest date we expect that World Services will be able to hold the special meeting. All other terms and conditions of the Offer to Purchase remain in effect.
Shortly after a majority of the shares are tendered, World Services will be sending you proxy materials regarding the special shareholders' meeting to vote on the amendment. If you offer to sell your shares to us, the amendment will not affect your rights as a selling shareholder in any way; however, it is very important that you vote in favor of the amendment because we will not complete the tender offer and pay you for your shares unless the amendment is adopted. Since World Services is not required to call the special meeting until a majority of shares have been tendered, the date of the special meeting and completion of the tender offer could be further delayed if a majority of shares are not tendered on or shortly after the original October 31, 2001expiration date. Therefore, if you want to sell your shares, it is important for you to tender them right away to increase the likelihood that the tender offer will be successful and to receive your payment as quickly as possible.
While we are not currently planning to do so, we may extend our offer and withdrawal rights beyond December 11, 2001, if all the conditions to our offer have not been fulfilled by that date or for other reasons in our discretion. Any further extension will be publicly announced no later than 9:00 a.m. Central time, on the next business day after the previously scheduled expiration date by issuing a press release and publishing an announcement in designated newspapers.
If you want to sell your shares and have not already tendered them, you should immediately follow the instructions in the materials that were previously sent to you, and you must also vote in favor of the amendment to the Articles of Incorporation when you receive World Services' proxy materials. If the conditions are fulfilled, we will accept and pay for all shares that have been validly tendered promptly after the special meeting. Tendered shares may be withdrawn at any time until December 11, 2001, or any extended expiration date.
Thank you for considering our offer. If you did not receive our original mailing, need another copy of the Letter of Transmittal or if you have any other questions, please do not hesitate to call my office at (605) 229-8899 or fax your request to (605) 229-8914.
Sincerely,
/s/ HARVEY AMAN
Harvey
Aman
President and Chief Operating Officer
Super 8 Motel Developers, Inc.
ATTENTION: WORLD SERVICES, INC. SHAREHOLDERS
TENDER OFFER AND WITHDRAWAL RIGHTS EXTENDED UNTIL
12:00 MIDNIGHT, CENTRAL TIME, ON DECEMBER 11, 2001,
UNLESS THE OFFER IS FURTHER EXTENDED.
On October 3, 2001, Super 8 Motel Developers, Inc., commenced a tender offer to purchase all outstanding shares of the common stock of World Services, Inc., at a price of $0.85 per share, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 3, 2001, and in the related Letter of Transmittal. The offer, originally scheduled to expire on October 31, 2001, has been extended until December 11, 2001. Tendered shares may be withdrawn at any time until December 11, 2001, or any extended expiration date. All other terms and conditions of the Offer to Purchase remain in effect.
The tender offer is conditioned on, among other things, a majority of the outstanding shares of World Services, Inc., being validly tendered and not withdrawn prior to the expiration of the offer and the adoption of an amendment to the Articles of Incorporation of World Services, Inc. Super 8 Motel Developers, Inc. may extend its offer and withdrawal rights beyond December 11, 2001, if all the conditions to its offer have not been fulfilled by that date, or for other reasons in its discretion. Any further extension will be publicly announced no later than 9:00 a.m. Central time, on the next business day after the previously scheduled expiration date by issuing a press release and publishing an announcement in designated newspapers.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell the shares of World Services, Inc. Super 8 Motel Developers, Inc.'s tender offer is made to all World Services, Inc. shareholders solely by the Offer to Purchase, dated October 3, 2001, and the related Letter of Transmittal, as amended. The offer is not being made to (nor will tenders be accepted from or on behalf of) shareholders in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or any administrative or judicial action pursuant thereto.
Questions and requests for assistance may be directed to Super 8 Motel Developers, Inc. as set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and all other tender offer materials may be directed to Super 8 Motel Developers, Inc., and copies will be furnished promptly at no cost to the shareholder.
Super 8 Motel Developers, Inc.
Attention: Tender Offer Coordinator
523 Camelot Drive
P.O. Box 4800
Aberdeen, South Dakota 57402-4800
Telephone: (605) 229-8899
Facsimile: (605) 229-8914
FOR IMMEDIATE RELEASE
Contact:
Harvey
Aman, President and Chief Operation Officer
Super 8 Motel Developers, Inc.
(605) 229-8899
SUPER 8 MOTEL DEVELOPERS, INC. EXTENDS
OFFER TO PURCHASE WORLD SERVICES, INC. COMMON STOCK
TO DECEMBER 11, 2001
October 29, 2001
Aberdeen, South Dakota. On October 3, 2001, Super 8 Motel Developers, Inc., commenced a tender offer to purchase all outstanding shares of common stock of World Services, Inc., at a price of $0.85 per share, net to the seller in cash, without interest thereon on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 3, 2001, and in the related Letter of Transmittal. The offer, originally scheduled to expire on October 31, 2001, has been extended until December 11, 2001. Tendered shares may be withdrawn at any time until December 11, 2001, or any extended expiration date. All other terms and conditions of the Offer to Purchase remain in effect.