-----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, EWmHdaVz5bWTMEczRMfz+FbrnQNJ4TUFIiip8ltIHFLp+wJtoBQdQDVEgr8T7AxS 6AD/uPAIVgKoxovAcpPbMg== 0000950134-97-004767.txt : 19970619 0000950134-97-004767.hdr.sgml : 19970619 ACCESSION NUMBER: 0000950134-97-004767 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970618 SROS: NONE GROUP MEMBERS: HEDSTROM CORP GROUP MEMBERS: HEDSTROM CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERO INC CENTRAL INDEX KEY: 0000884319 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 363573286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43468 FILM NUMBER: 97625866 BUSINESS ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8478039200 MAIL ADDRESS: STREET 1: 585 SLAWIN CT CITY: MT PROSPECT STATE: IL ZIP: 60056-2183 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERO INC CENTRAL INDEX KEY: 0000884319 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 363573286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43468 FILM NUMBER: 97625867 BUSINESS ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8478039200 MAIL ADDRESS: STREET 1: 585 SLAWIN CT CITY: MT PROSPECT STATE: IL ZIP: 60056-2183 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEDSTROM CORP CENTRAL INDEX KEY: 0001041085 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056-2183 BUSINESS PHONE: 8478039200 MAIL ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056-2183 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEDSTROM CORP CENTRAL INDEX KEY: 0001041085 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056-2183 BUSINESS PHONE: 8478039200 MAIL ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056-2183 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D1 AND 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- AMENDMENT NO. 2 (Final Amendment) to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D under the Securities Exchange Act of 1934 -------------------- ERO, INC. (Name of Subject Company) -------------------- HC ACQUISITION CORP. HEDSTROM CORPORATION (Bidders) -------------------- Common Stock, $.01 par value (Title of Class of Securities) -------------------- 268911104 (Common Stock) (CUSIP number of Class of Securities) Alan B. Menkes Hicks, Muse, Tate & Furst Incorporated 1325 Avenue of the Americas, 25th Floor New York, New York 10019 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidders) -------------------- Copy to: Simeon Gold, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 -------------------- April 10, 1997 (Date of Event which Required Filing of Statement on Schedule 13D) CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $122,600,000 $24,520 ================================================================================
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 10,274,300 shares of common stock, $.01 par value per share (the "Shares"), at a per Share purchase price of $11.25 and the cancellation of and settlement with respect to options to purchase 1,458,000 Shares. Such numbers of Shares and options represent all of the Shares and options outstanding as of April 10, 1997. [ ]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: $24,520 Filing Party: HC Acquisition Corp. and Form or Registration No.: Schedule 14D-1 and Hedstrom Corporation Schedule 13D Date Filed: April 17, 1997
Page 1 of 7 Pages Exhibit Index is located on Page 5 2 - ------------------- ----------------- CUSIP NO. 268911104 14D-1 Page 2 of 7 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Hedstrom Corporation - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 BK, AF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7 PERSON 1,000* - -------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 10 CO - --------------------------------------------------------------------------------
* On June 12, 1997, Hedstrom Corporation owned all of the issued and outstanding shares of common stock, par value $.01 per share, of HC Acquisition Corp. As a result of the consummation by HC Acquisition Corp. on June 12, 1997 of the tender offer to which this Statement relates, HC Acquisition Corp. became the direct beneficial owner of 10,834,922 shares of the common stock, par value $.01 per share, of ERO, Inc. (the "Shares"). Pursuant to a second stage merger of HC Acquisition Corp. with and into ERO, Inc. on the same day (in connection with which merger ERO, Inc.'s certificate of incorporation was amended and restated to, among other things, provide for an equity capital structure including 1,000 shares of common stock, par value $.01 per share (the "New Shares")), each Share held by a person other than Hedstrom Corporation was converted into the right to receive $11.25 in cash, and Hedstrom Corporation became the direct beneficial owner of all of the New Shares. 2 3 TENDER OFFER This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D filed on April 17, 1997 by HC Acquisition Corp., a Delaware corporation ("Purchaser"), and Hedstrom Corporation, a Delaware corporation ("Parent"), as amended by Amendment No. 1 filed on June 3, 1997 (as amended, the "Statement"), relating to the offer by Purchaser to purchase all outstanding shares of common stock, $.01 par value per share (the "Shares"), of ERO, Inc., a Delaware corporation (the "Company"), at $11.25 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 17, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached to the Statement as Exhibits (a)(1) and (a)(2), respectively (which collectively constitute the "Offer"). ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. The response to Item 6 is amended and supplemented by the addition of the following: The Offer was extended from 12:00 midnight, New York City time, on Wednesday, June 11, 1997, to 12:00 noon, New York City time, on Thursday, June 12, 1997, at which time the Offer expired. Following the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered pursuant to the Offer. The Purchaser was informed by the Depositary that 10,834,922 Shares (approximately 99.3% of the issued and outstanding Shares) were validly tendered and not withdrawn pursuant to the Offer, including 4,662 Shares tendered pursuant to the procedures for guaranteed delivery. On June 12, 1997, subsequent to the consummation of the Offer, a merger of the Purchaser with and into the Company (the "Merger") pursuant to Section 253 of the General Corporation Law of the State of Delaware became effective. The Company was the surviving corporation in the Merger. The Merger was the second and final step in the acquisition by Parent of the Company pursuant to the Agreement and Plan of Merger, dated as of April 10, 1996, by and among Parent, Purchaser and the Company (the "Merger Agreement"). The first step was the consummation of the Offer. Pursuant to the Merger Agreement, each Share outstanding immediately prior to the effective time of the Merger (excluding Shares owned, directly or indirectly, by the Company or by Parent, Purchaser or any other subsidiary of Parent and Shares held by persons exercising dissenter's rights) was converted into the right to receive $11.25 per Share in cash. As a result of the Merger, the Company is now a wholly owned subsidiary of Parent. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Text of Press Release dated June 12, 1997. (a)(11) Text of Press Release dated June 12, 1997. 3 4 SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 18, 1997 HEDSTROM CORPORATION By: /s/ Andrew S. Rosen ------------------------------- Title: Vice President 4 5 EXHIBIT INDEX Exhibit (a)(10) Text of Press Release dated June 12, 1997. (a)(11) Text of Press Release dated June 12, 1997. EX-99.(A)(10) 2 TEXT OF PRESS RELEASE DATED JUNE 12, 1997 1 EXHIBIT (a)(10) Contact: Roy Winnick Kekst and Company (212) 521-4842 HEDSTROM CORPORATION AND HC ACQUISITION CORP. EXTEND CASH TENDER OFFER FOR SHARES OF ERO, INC. UNTIL 12:00 NOON, NEW YORK CITY TIME, ON THURSDAY, JUNE 12, 1997 CORAOPOLIS, PENNSYLVANIA, JUNE 12, 1997 -- Hedstrom Corporation and its wholly owned subsidiary HC Acquisition Corp., both of Coraopolis, announced this morning that HC Acquisition has extended until 12:00 noon, New York City time, today its tender offer for all of the issued and outstanding shares of common stock of ERO, Inc. (NASDAQ:EROI) of Mount Prospect, Illinois at a price of $11.25 per share, net to the seller in cash. The tender offer was previously scheduled to expire last night at 12:00 midnight, New York City time. The terms of the extended tender offer are identical to those in the original tender offer contained in the tender offer materials filed with the Securities and Exchange Commission on April 17, 1997. HC Acquisition has been advised by the depositary for the tender offer that as of 12:00 midnight, New York City time, last night, 10,834,922 shares of ERO's common stock (approximately 98.5% of the issued and outstanding shares) had been validly tendered and not withdrawn. EX-99.(A)(11) 3 TEXT OF PRESS RELEASE DATED JUNE 12, 1997 1 EXHIBIT (a)(11) Contact: Roy Winnick Kekst and Company 212-521-4842 HEDSTROM CORPORATION AND HC ACQUISITION CORP. CONSUMMATE TENDER OFFER FOR SHARES OF ERO, INC. CORAOPOLIS, PENNSYLVANIA, June 12, 1997 - Hedstrom Corporation and its wholly owned subsidiary HC Acquisition Corp., both of Coraopolis, announced that HC Acquisition has consummated its tender offer for all of the issued and outstanding shares of common stock of ERO, Inc. (NASDAQ; EROI) of Mount Prospect, Illinois at a price of $11.25 per share, net to the seller in cash. HC Acquisition has been advised by the depository for the tender offer that as of expiration of the tender offer, 10,834,922 shares of ERO's common stock (approximately 99.3% of the issued and outstanding shares) had been validly tendered and not withdrawn. ### -----END PRIVACY-ENHANCED MESSAGE-----