0001125282-01-502174.txt : 20011018 0001125282-01-502174.hdr.sgml : 20011018 ACCESSION NUMBER: 0001125282-01-502174 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FPF ACQUISITION CORP CENTRAL INDEX KEY: 0001158489 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC TO-T/A MAIL ADDRESS: STREET 1: FUJI PHOTO FILM USA, INC STREET 2: 55 TAXTER RD CITY: ELMSFORD STATE: NY ZIP: 10523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMESOURCE CORP CENTRAL INDEX KEY: 0000904816 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 231430030 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42735 FILM NUMBER: 1756186 BUSINESS ADDRESS: STREET 1: 4350 HADDONFIELD RD STREET 2: SUITE 222 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094884888 MAIL ADDRESS: STREET 1: FAIRWAY CORPORATE CENTER SUITE 222 STREET 2: 4350 HADDONFIELD ROAD CITY: PENNSAUKEN STATE: NJ ZIP: 08109 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS & JACOBS INC DATE OF NAME CHANGE: 19930514 SC TO-T/A 1 b314096_toa3.txt TENDER OFFER STATEMENT -- AMENDMENT NO. 3 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 (FINAL AMENDMENT) PRIMESOURCE CORPORATION (Name of Subject Company) FPF ACQUISITION CORP. ENOVATION GRAPHIC SYSTEMS, INC. FUJI PHOTO FILM U.S.A., INC. FUJIFILM AMERICA, INC. FUJI PHOTO FILM CO., LTD. (Names of Filing Persons (Offerors)) -------------------------------------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) -------------------------------------------- 741593107 (CUSIP Number of Class of Securities) Jonathan E. File, Esq. Vice President and General Counsel Fuji Photo Film U.S.A., Inc. 555 Taxter Road Elmsford, New York 10523 Telephone: (914) 789-8100 (Name,address and telephone number of person authorized to receive notices and communications on behalf of filing persons) -------------------------------------------- Copy to: David L. Finkelman, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Telephone: 212-806-5400 -------------------------------------------- CALCULATION OF FILING FEE =============================================================================== Transaction Valuation* Amount of Filing Fee** $ 65,351,917 $ 13,070 =============================================================================== * Estimated for purposes of calculating the filing fee only. Calculated by (i) multiplying $10.00, the per share tender offer price, by 6,357,806, the sum of the number of shares of Common Stock sought in the Offer, plus (ii) payments to holders of options with an exercise price less than $10.00 in an amount per option equal to the difference between (a) $10.00 and (b) the applicable exercise price, based on 486,621 outstanding options with an average weighted exercise price of $6.35 per share. ** Calculated as 1/50 of 1% of the transaction value. [X] 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. Amount Previously Paid: $13,070 Filing party: FPF Acquisition Corp. Form or Registration No.: Schedule TO Date Filed: September 11, 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: [X ] ================================================================================ Amendment No. 3 to Schedule TO This Amendment No. 3, the final amendment to the Tender Offer Statement on Schedule TO, amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 11, 2001, as amended by Amendments No. 1 and 2 (as amended, the "Schedule TO"), and relates to an offer by FPF Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a wholly-owned subsidiary of Enovation Graphic Systems, Inc., a Delaware corporation ("Enovation"), which is a wholly-owned subsidiary of Fuji Photo Film U.S.A., Inc., a New York corporation ("Fuji"), which is a wholly-owned subsidiary of FUJIFILM America, Inc., a Delaware corporation, which is a wholly-owned subsidiary of Fuji Photo Film Co., Ltd., a Japanese corporation, to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of PrimeSource Corporation, a Pennsylvania corporation (the "Company"), and the associated rights to purchase Shares (the "Rights") issued pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of February 1, 2001, at $10.00 per Share and associated Right, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal," and together with the Offer to Purchase and any amendments or supplements thereto, the "Offer"), copies of which are attached to the Schedule TO as Exhibits (a)(l) and (a)(2), respectively. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement, except as otherwise set forth below. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. Item 1. Summary Term Sheet Item 8. Interest in Securities of the Subject Company Item 11. Additional Information Items 1, 8 and 11 of the Schedule TO are hereby amended and supplemented by the following: "The Purchaser has accepted for purchase and payment, pursuant to the Offer, all shares which were validly tendered and not withdrawn as of the expiration of the Offer at 12:00 midnight, New York City time, on Tuesday, October 9, 2001. Based on information provided by the Depositary, 5,810,142 Shares (including approximately 34,266 Shares subject to notices of guaranteed delivery or receipt of additional documentation), representing approximately 91.4% of outstanding Shares, were validly tendered pursuant to the Offer and not withdrawn. On October 10, 2001, Fuji announced the completion of the Offer and issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. The Offer will be followed by the Merger between the Company and the Purchaser pursuant to the short-form merger provisions of Pennsylvania law, without the vote of the public shareholders of the Company. Shareholders of the Company who did not tender their shares in the Offer and who do not seek appraisal of their shares pursuant to the applicable provisions of Pennsylvania law will have their shares converted into the right to receive the same $10.00 per share in cash." Item 12. Exhibits Item 12 of the Schedule TO is hereby supplemented and, as so supplemented, amended to read in its entirety as follows: "Item 12. Exhibits (a)(1)* Offer to Purchase dated September 11, 2001 (in the form first mailed to shareholders of the Company). (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5)* Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Summary Advertisement published September 11, 2001. (a)(8)* Press release issued by Fuji on September 11, 2001. (a)(9)* Press release issued by Fuji on October 2, 2001 (a)(10) Press release issued by Fuji on October 10, 2001 (d)(1)* Agreement and Plan of Merger dated as of September 4, 2001 among Fuji, Enovation, Purchaser and the Company. (d)(2)* Confidentiality Agreement dated December 11, 2000 by and among Fuji, Heartland Imaging Companies, Inc. and the Company. (d)(3)* Employment Agreement, dated as of September 4, 2001, between Enovation and James F. Mullan ---------- *Previously filed." SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: October 10, 2001 FPF ACQUISITION CORP. By: /s/ Yasuo Tanaka ---------------------------------------- Name: Yasuo Tanaka Title: President ENOVATION GRAPHIC SYSTEMS INC. By: /s/ Yasuo Tanaka ---------------------------------------- Name: Yasuo Tanaka Title: President FUJI PHOTO FILM U.S.A., INC. By: /s/ Yasuo Tanaka ---------------------------------------- Name: Yasuo Tanaka Title: President FUJIFILM AMERICA, INC. By: /s/ Yasuo Tanaka ---------------------------------------- Name: Yasuo Tanaka Title: President FUJI PHOTO FILM CO., LTD. By: /s/ Yasuo Tanaka ---------------------------------------- Name: Yasuo Tanaka Title: Director and Executive Vice President EXHIBIT INDEX Exhibit No. ------------------------------------------------------------------------------- (a)(1)* Offer to Purchase dated September 11, 2001 (in the form first mailed to shareholders of the Company). (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5)* Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Summary Advertisement published September 11, 2001. (a)(8)* Press release issued by Fuji on September 11, 2001. (a)(9)* Press release issued by Fuji on October 2, 2001 (a)(10) Press release issued by Fuji on October 10, 2001 (d)(1)* Agreement and Plan of Merger dated as of September 4, 2001 among Fuji, Enovation, Purchaser and the Company. (d)(2)* Confidentiality Agreement dated December 11, 2000 by and among Fuji, Heartland Imaging Companies, Inc. and the Company. (d)(3)* Employment Agreement, dated as of September 4, 2001, between Enovation and James F. Mullan ---------- *Previously filed. EX-99.10 3 b314096ex_99-10.txt PRESS RELEASE EXHIBIT 99(a)(10) FOR IMMEDIATE RELEASE FUJI PHOTO FILM COMPLETES CASH TENDER OFFER FOR PRIMESOURCE CORPORATION Elmsford, NY - October 10, 2001 - Fuji Photo Film U.S.A., Inc. announced today that its subsidiary, FPF Acquisition Corp., had completed its tender offer for all outstanding shares of common stock (and associated rights) of PrimeSource Corporation (PSRC/Nasdaq National Market) at a price of $10.00 per share, net to the seller in cash. FujiFilm stated that, based upon a preliminary count, a total of approximately 5,810,142 shares of PrimeSource common stock (including approximately 34,266 shares subject to notices of guaranteed delivery or receipt of additional documentation), representing approximately 91.4% of PrimeSource's currently outstanding shares, had been validly tendered and not withdrawn pursuant to the offer which expired at 12:00 midnight, New York City time, on Tuesday, October 9, 2001, and that all such validly tendered and not withdrawn shares had been accepted for purchase and payment in accordance with the terms and conditions of the offer. Payment for the shares accepted for payment will be made promptly. As previously announced, any PrimeSource shares not tendered and purchased pursuant to the offer will be acquired in a subsequent merger transaction at the same $10.00 per share cash price. Fuji intends to proceed promptly to effect the proposed merger pursuant to the short-form merger provisions of Pennsylvania law, without the vote of the holders of the remaining shares of PrimeSource common stock. Upon completion of the merger, PrimeSource will become a wholly-owned subsidiary of Enovation Graphic Systems, Inc., FujiFilm's newly formed national distribution subsidiary. PrimeSource shareholders who did not tender their shares in the offer will be receiving materials in connection with the merger promptly after consummation of the merger. Fuji Photo Film U.S.A., Inc. is the U.S. marketing subsidiary of Fuji Photo Film Co., Ltd. of Tokyo (FUJIY), a leading global manufacturer of imaging and information products providing a complete portfolio of imaging and information products, services and e-solutions to retailers, consumers, professionals and business customers. Contacts: Fuji Photo Film U.S.A., Inc. Tim Combs Tel. (630) 259-7256 Thomas H. Shay Tel. (914) 789-8145