-----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, HDg7GA+SS6xuWD5IzBjUrCyyxhWZZZKu9PkfLZuQDl2iXbvbTSKZb94eIUjWYrSJ zY8abNAsUIWQIpsNfwGq+g== 0000950135-99-000050.txt : 19990108 0000950135-99-000050.hdr.sgml : 19990108 ACCESSION NUMBER: 0000950135-99-000050 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990107 GROUP MEMBERS: HOLMES PRODUCTS CORP GROUP MEMBERS: MORIARTY ACQUISTION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIVAL CO CENTRAL INDEX KEY: 0000860194 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 133327021 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44879 FILM NUMBER: 99502294 BUSINESS ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 BUSINESS PHONE: 8169434100 MAIL ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES PRODUCTS CORP CENTRAL INDEX KEY: 0001052490 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPLIANCES, TV & RADIO SETS [5064] IRS NUMBER: 042768914 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 233 FORTUNE BLVD CITY: MILFORDJ STATE: MA ZIP: 01757 BUSINESS PHONE: 5086348050 MAIL ADDRESS: STREET 1: 233 FORTUNE BLVD STREET 2: 233 FORTUNE BLVD CITY: MILFORD STATE: MA ZIP: 02114 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D/1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------ THE RIVAL COMPANY (Name of Subject Company [Issuer]) MORIARTY ACQUISITION CORP. A WHOLLY-OWNED SUBSIDIARY OF HOLMES PRODUCTS CORP. (Bidder) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 768020109 (CUSIP Number of Class of Securities) JORDAN A. KAHN PRESIDENT HOLMES PRODUCTS CORP. 233 FORTUNE BOULEVARD MILFORD, MA 01757 (508) 634-8050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------------ WITH A COPY TO: DONALD H. SIEGEL, P.C. MICHAEL L. ANDRESINO, ESQ. POSTERNAK, BLANKSTEIN & LUND, L.L.P. 100 CHARLES RIVER PLAZA BOSTON, MASSACHUSETTS 02114 (617) 973-6100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Moriarty Acquisition Corp., a Delaware corporation ("Purchaser"), and Holmes Products Corp., a Massachusetts corporation ("Parent"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed with the Securities and Exchange Commission on December 23, 1998, with respect to Purchaser's offer to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of The Rival Company, a Delaware corporation (the "Company"), at a purchase price of $13.75 per Share, net to the seller in cash, without interest thereon. All capitalized terms used herein shall have the meaning set forth in the Schedule 14D-1 and the Offer to Purchase dated December 23, 1998, except as may otherwise be provided herein. ITEM 10. ADDITIONAL INFORMATION. (b)-(c) The information set forth in Paragraphs (b) and (c) of Item 10 is hereby amended and supplemented by the following: The FTC has granted Parent's and the Company's request for early termination of the waiting period under the HSR Act applicable to the purchase of the Shares pursuant to the Offer. A press release relating to the foregoing is filed as Exhibit (a)(10) to the Schedule 14D-1 and is incorporated herein by reference. Affiliates of Berkshire Partners are awaiting the FTC's approval regarding the acquisition of additional common stock of Parent pursuant to the Equity Commitment, which approval is expected prior to the initial Expiration Date of the Offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby supplemented by adding thereto the following exhibit: (a)(10) Text of Press Release issued by Parent and the Company on January 7, 1999. 1 3 SIGNATURES 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. HOLMES PRODUCTS CORP. By: /s/ IRA B. MORGENSTERN ---------------------------------- IRA B. MORGENSTERN SENIOR VICE PRESIDENT -- FINANCE MORIARTY ACQUISITION CORP. By: /s/ IRA B. MORGENSTERN ---------------------------------- IRA B. MORGENSTERN TREASURER Dated: January 7, 1999 2 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(10) Text of Press Release issued by Parent on January 7, 1999
EX-99.(A)(10) 2 TEXT OF PRESS RELEASE DATED JANUARY 6, 1999 1 EXHIBIT (a)(10) FOR IMMEDIATE RELEASE - --------------------- January 7, 1999 Investor Contacts: Holmes Products Corp. Ira Morgenstern Senior Vice President - Finance 508/634-8050 HOLMES PRODUCTS CORP. ANNOUNCES EARLY TERMINATION OF THE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED Milford, Massachusetts - January 7, 1999 - Holmes Products Corp. ("Holmes") announced today that the Federal Trade Commission ("FTC") granted early termination of the waiting period under The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the tender offer by Holmes' wholly owned subsidiary, Moriarty Acquisition Corp. for all outstanding shares of Common Stock of The Rival Company ("Rival"). As previously announced, the tender offer is being made pursuant to the terms of a Merger Agreement among Holmes, Moriarty Acquisition Corp., and Rival. The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on January 25, 1999, unless the offer is extended. Affiliates of Berkshire Partners LLC, Holmes' current majority stockholders, are awaiting the FTC's approval regarding the acquisition of additional common stock of Parent in connection with the financing of the acquisition, which approval is expected prior to the expiration date. Holmes is a leading developer, manufacturer and marketer of quality branded home comfort products, including fans, heaters, humidifiers and air purifiers. In addition, Holmes markets and distributes dehumidifiers and a variety of decorative and home office lighting products, as well as various replacement filters and accessories for its products. Holmes' net sales for the year ended December 31, 1997 were $192.2 million, and for the nine months ended September 30, 1998 were $157.6 million. 2 Rival is a leading designer, manufacturer and marketer of a variety of products including small kitchen and personal care appliances such as Crock-Pot(R) slow cookers, can openers and massagers; products for the home environment including space heaters, air purifiers, showerheads, utility pumps, humidifiers and fans; and building supply and industrial products such as household ventilation, door chimes, ceiling fans and industrial fans. Rival's net sales for its fiscal year ended June 30, 1998 were $376.9 million. Some of the statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information is inherently subject to risks and uncertainties, which include, but are not limited to, the successful and timely completion of this transaction, the effective integration of Rival into Holmes and the overall economic, market, and industry conditions, as well as the risks described from time to time in reports filed by Holmes and Rival with the Securities and Exchange Commission, including their most recently filed Form 10-K and Form 10-Q reports. Should any such risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results or outcomes may vary materially from those anticipated. # # # -----END PRIVACY-ENHANCED MESSAGE-----