-----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, JdoOSzFLfKD+CjpKiWcmjiEJIIc8lEuojDFo8uVIavFRj7ODJ6ApB/ULqxq07j2g N3ZAZqhfzivz7TYmtNHnMg== 0000950131-01-502828.txt : 20010813 0000950131-01-502828.hdr.sgml : 20010813 ACCESSION NUMBER: 0000950131-01-502828 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010810 GROUP MEMBERS: BRODER BROS., CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FULL LINE DISTRIBUTORS INC CENTRAL INDEX KEY: 0000913950 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 581724902 STATE OF INCORPORATION: GA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53337 FILM NUMBER: 1704804 BUSINESS ADDRESS: STREET 1: 1200 AIRPORT DR CITY: BALL GROUND STATE: GA ZIP: 30107 BUSINESS PHONE: 7704791877 MAIL ADDRESS: STREET 1: 1200 AIRPORT RD CITY: BALL GROUND STATE: GA ZIP: 30107 FORMER COMPANY: FORMER CONFORMED NAME: LA T SPORTSWEAR INC / DATE OF NAME CHANGE: 19940201 FORMER COMPANY: FORMER CONFORMED NAME: LA T SPORTSWEAR INC /GA/ DATE OF NAME CHANGE: 19931110 FORMER COMPANY: FORMER CONFORMED NAME: SPZ INC DATE OF NAME CHANGE: 19940111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLD ACQUISITION CORP CENTRAL INDEX KEY: 0001144332 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 45555 PORT ST CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 7344544800 MAIL ADDRESS: STREET 1: 45555 PORT ST CITY: PLYMOUTH STATE: MI ZIP: 48170 SC TO-T/A 1 dsctota.txt AMENDMENT NO. 4 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO (AMENDMENT NO. 4) (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FULL LINE DISTRIBUTORS, INC. (Name of Subject Company (Issuer)) FLD ACQUISITION CORP. BRODER BROS., CO. (Names of Filing Persons (Offerors)) Common Stock, No Par Value Per Share, (Title of Class of Securities) 35967N 10 6 (CUSIP Number of Class of Securities) Vincent Tyra Chief Executive Officer Broder Bros., Co. 45555 Port Street Plymouth, Michigan 48170 Telephone: (734) 454-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Dennis M. Myers, Esq. Kirkland & Ellis 200 East Randolph Drive Chicago, IL 60601 (312) 861-2000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $13,343,590 $2,669 - -------------------------------------------------------------------------------- * For the purpose of calculating the filing fee only, this amount is based on the purchase of 4,222,501 shares of common stock and option to purchase 300,750 shares of common stock of Full Line Distributors, Inc. at the maximum tender offer price of $2.95 per share. ** Calculated as 1/50 of 1% of the transaction value. [ ] 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: $2,669 Filing Party: FLD Acquisition Corp. ------------ --------------------- Form or Registration No.: SC TO-T Date Filed: July 13, 2001 ------------ --------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes 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] This Amendment No. 4 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed by FLD Acquisition Corp., a Georgia corporation ("Purchaser") and Broder Bros., Co. ("Parent") on July 13, 2001, as amended by Amendment No. 1 to Schedule TO filed on July 18, 2001, Amendment No. 2 to Schedule TO filed on August 3, 2001 and Amendment No. 3 to Schedule TO filed on August 7, 2001(the "Schedule TO") relating to the offer by Purchaser to purchase all of the outstanding shares of common stock, no par value per share (the "Shares"), of Full Line Distributors, Inc., a Georgia corporation (the "Company"), at a purchase price of $2.95 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 13, 2001, as amended by the Supplement to Offer to Purchase dated August 2, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i), (a)(5)(iii) and (a)(1)(ii), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning assigned to such terms in the Offer to Purchase. Item 8. Interest in the Securities of the Subject Company. Item 8 of the Schedule TO is hereby amended and supplemented by including the following information: On August 10, 2001, Purchaser accepted for purchase and payment, pursuant to the Offer, all Shares validly tendered and not withdrawn as of the expiration of the Offer at 12:00 midnight, New York City time, on August 9, 2001. Based on information provided by SunTrust Bank, the depositary for the Offer, 4,135,847 Shares (including 4,700 Shares tendered pursuant to notices of guaranteed delivery), or approximately 97.95% of the outstanding Shares, were validly tendered pursuant to the Offer and not withdrawn. Upon purchase of the tendered Shares, Purchaser will own approximately 97.95% of the outstanding Shares. The press release announcing the acceptance of Shares for purchase and payment is attached hereto as Exhibit (a)(5)(vi). The Offer will be followed by the Merger between the Company and the Purchaser. Pursuant to the Merger, the public stockholders of the Company who did not tender their Shares in the Offer and who do not seek appraisal of their Shares pursuant to the provisions of applicable law will have their shares converted into the right to receive the same $2.95 per Share purchase price. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent. Purchaser intends to consummate the Merger as soon as possible and in no event later than Friday, August 17, 2001. The consummation of the Offer was publicly announced in a press release issued by Parent on August 10, 2001, a copy of which is filed as Exhibit (a)(5)(vi) hereto and incorporated herein by reference. Item 12. Material to Be Filed as Exhibits. Item 12 of Schedule TO is hereby amended and supplemented by adding thereto the following: Exhibit No. Description - ------------ ----------- (a)(5)(vi) Press Release issued by Broder on August 10, 2001. After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 10, 2001 Schedule TO FLD ACQUISITION CORP. By: /s/ Howard Morof -------------------------- Name: Howard Morof Title: Chief Financial Officer BRODER BROS., CO. By: /s/ Howard Morof -------------------------- Name: Howard Morof Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. - ----------- (a)(1)(i) Offer to Purchase, dated July 13, 2001. (a)(1)(ii) Form of Letter of Transmittal. (a)(1)(iii) Form of Notice of Guaranteed Delivery. (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(v) Form of Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vi) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(i) Joint Press Release issued by Broder and Full Line on July 10, 2001. (a)(5)(ii) Joint Press Release issued by Broder and Purchaser on July 17, 2001. (a)(5)(iii) Supplement to Offer to Purchase, dated August 2, 2001. (a)(5)(iv) Audited Consolidated Financial Statements of Broder as of and for the years ended December 30, 2000 and December 26, 1999. (a)(5)(v) Unaudited Consolidated Financial Statements of Broder as of March 31, 2001 and for the three month periods ended March 31, 2001 and March 25, 2000. *(a)(5)(vi) Press Release issued by Broder on August 10, 2001. (b) Commitment Letter, dated as of July 6, 2001, among Bank One, Michigan, Banc One Capital Markets, Inc. and Broder. (b)(2) Form of Credit Agreement to be entered into by and among Broder, Bank One, as agent, and the other lenders named therein. (d)(1) Agreement and Plan of Merger, dated as of July 9, 2001, among Broder, Purchaser and Full Line. (d)(2) Stockholders' Agreement, dated as of July 9, 2001, among Broder, Purchaser and the shareholders named therein. (d)(3) Employment Agreement, dated as of July 9, 2001, between the Purchaser and Isador E. Mitzner. (d)(4) Employment Agreement, dated as of July 9, 2001, between the Purchaser and J. David Keller. (d)(5) Non-Compete Agreement, dated as of July 9, 2001, between the Purchaser and Isador E. Mitzner. (d)(6) Non-Compete Agreement, dated as of July 9, 2001, between the Purchaser and J. David Keller. (d)(7) Letter of Intent, dated as of May 14, 2001, between Broder and Full Line. (g) None. (h) None. * Filed herewith. EX-99.(A)(5)(VI) 3 dex99a5vi.txt PRESS RELEASE ISSUED BY BRODER ON 8/10/2001 Exhibit (a)(5)(vi) BRODER BROS. ANNOUNCES COMPLETION OF TENDER OFFER FOR SHARES OF FULL LINE DISTRIBUTORS, INC. August 10, 2001 - Plymouth, Michigan - Broder Bros., Co. today announced that its wholly owned subsidiary, FLD Acquisition Corp., has accepted for purchase and payment pursuant to its tender offer for all of the outstanding common stock of Full Line Distributors, Inc. (AMEX: FLD), at a purchase price of $2.95 per share, all of the shares of Full Line common stock which were validly tendered and not withdrawn as of the expiration of the tender offer at 12:00 midnight, New York City time on Thursday, August 9, 2001. According to SunTrust Bank, the depositary for the offer, 4,130,197 shares of Full Line common stock, including 4,700 shares tendered pursuant to notices on guaranteed delivery, or approximately 97.81% of the outstanding shares, were validly tendered pursuant to the tender offer and not withdrawn. The tender offer will be followed by a merger between Full Line and FLD Acquisition Corp. Pursuant to the merger, the stockholders of Full Line who did not tender their shares in the offer and who do not seek appraisal of their shares pursuant to the provisions of Georgia law will have their shares converted into the right to receive the same $2.95 per share purchase price. Broder Bros. currently expects to consummate the second-step merger by Friday, August 17, 2001. Founded in 1919, Broder Bros., Co. is the nation's largest wholesaler of imprintable sportswear. With headquarters in Plymouth, Michigan and distribution warehouses throughout the country, Broder Bros. offers the largest combined one- and two-day shipping services in the industry. Carrying a broad collection of basic tees, golf shirts and sweatshirts, as well as a full range of corporate casualwear including outerwear, wovens, sweaters and denim at all locations, Broder Bros. ensures that the product customers want is available from a nearby location. Broder Bros. was acquired by Bain Capital, LLC, a global private equity firm with more than $12 billion in assets under management, in 2000. CONTACT: Broder Bros., Co. Pam Fishman, 734/454-4800 or MacKenzie Partners, Inc. Bob Marese, 212/929-5500; 800/322-2885 2 -----END PRIVACY-ENHANCED MESSAGE-----