-----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, R9OIvUb23ILeCWQX/JvcH4k/QgC0EtZ/3dmWg7SfvqmQ1jS8Y3Y9rbUc3x2aKqbX W7Q2MO7Y4sdEwJzNtzuAwQ== 0000950135-99-000481.txt : 19990209 0000950135-99-000481.hdr.sgml : 19990209 ACCESSION NUMBER: 0000950135-99-000481 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990208 GROUP MEMBERS: HOLMES PRODUCTS CORP GROUP MEMBERS: MORIARTY ACQUISITION 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: 99524353 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 HOLMES PRODUCTS CORP. 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. 5) ------------------------ 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 Notice 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 further 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 6. INTEREST IN SECURITIES OF SUBJECT COMPANY. On February 3, 1999, Purchaser accepted for payment a total of 9,142,838 Shares, representing approximately 98.4% of the outstanding Shares. On February 5, 1999, Purchaser consummated the debt and equity financing transactions which funded the acquisition of the Company, and the Merger was effected pursuant to the short-form merger provisions of Delaware law, without the vote of any other stockholder of the Company. Copies of the definitive financing documents will be filed by Parent with the Commission shortly on a Current Report on Form 8-K. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding thereto the following exhibits: (a)(14) Press release issued by Parent on February 5, 1999. 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: February 5, 1999 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(14) Text of Press Release issued by Parent on February 5, 1999
EX-99.A(14) 2 TEXT OF PRESS RELEASE 1 EXHIBIT 99(a)(14) FOR IMMEDIATE RELEASE - --------------------- February 5, 1999 Contact: Ira B. Morgenstern Holmes Products Corp. Senior Vice President - Finance 508/634-8050 HOLMES PRODUCTS CORP. COMPLETES ------------------------------- ACQUISITION OF THE RIVAL COMPANY -------------------------------- Milford, Massachusetts - February 5, 1999 - Holmes Products Corp. ("Holmes") announced today that it had completed its acquisition of The Rival Company (NASDAQ: RIVL)("Rival"). On February 3, 1999, Holmes, through its wholly-owned subsidiary, Moriarty Acquisition Corp. ("Moriarty"), concluded the successful tender offer for Rival's common stock at a price of $13.75 in cash per share. Today, Holmes and Moriarty purchased and paid for the 9,142,838 tendered shares, representing approximately 98.4% of the outstanding Rival shares, and repaid approximately $148.9 million of Rival's outstanding indebtedness. The acquisition and refinancing transactions were funded through new senior credit facilities and private placements of additional subordinated debt and equity. New equity was provided by management, certain other investors and Berkshire Partners LLC, a Boston-based equity firm which is Holmes' largest shareholder. The acquisition of the remaining Rival shares was effected through the merger, effective today, of Moriarty with and into Rival. As a result of the merger, Rival became a wholly-owned subsidiary of Holmes. "We are thrilled to complete the acquisition of The Rival Company," commented Jordan A. Kahn, President and Chief Executive Officer. "This is a great day for Holmes and Rival. We look forward to even greater success as a leader in the electrical appliance industry." 2 Pursuant to the terms of the merger, former holders of Rival common stock who did not tender their shares are entitled to receive $13.75 in cash for each of their shares. Such holders will be mailed a formal notice of merger and instructions to follow in order to obtain the cash payments for their shares which they are entitled to receive as a result of the merger. 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 a variety of decorative and home office lighting products, as well as various replacement filters and accessories for its products. 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. 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, Form 10-Q and Form 8-K 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-----