SC TO-T/A 1 s405125.txt SC TO-T/A #2 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (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. 2) EMCO LIMITED (Name of Subject Company (Issuer)) 2022841 ONTARIO INC., an indirect wholly owned subsidiary of BLACKFRIARS CORP. (Names of Filing Persons (Offerors)) COMMON SHARES (Title of Class of Securities) 290839109 (CUSIP Number of Class of Securities) David Bradford Secretary Blackfriars Corp. 555 Skokie Blvd. Suite #555 Northbrook, Illinois 60062 Telephone: (818) 597-3754 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copies to: Stephen M. Banker, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Telephone: 212-735-3000 CALCULATION OF FILING FEE =============================================================================== Transaction Valuation* Amount of Filing Fee** US $194,134,547 US $15,706 =============================================================================== * Estimated for purposes of calculating amount of filing fee only. This amount assumes the purchase of all outstanding shares of common stock of Emco Limited ("Emco"), based upon the product obtained by multiplying (a) 17,488,482 (the maximum number of common shares ("Common Shares") of Emco to be acquired in the tender offer) and (b) the quotient of (x) the offer price of Cdn$16.60 per Common Share divided by (y) 1.4954 (the February 27, 2003, noon buying rate in New York City for cable transfers payable in Canadian dollars for US$1.00, as released by the Federal Reserved Bank of New York). ** Previously paid. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals the product of .0000809 and the transaction valuation. [_] 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: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A [_] 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: [_] This Amendment No. 2 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on February 28, 2003, relates to the offer by 2022841 Ontario Inc. (the "Offeror"), an Ontario corporation and an indirect wholly owned subsidiary of Blackfriars Corp., a corporation organized under the laws of the State of Delaware ("Blackfriars"), to purchase all outstanding common shares (the "Common Shares") of Emco Limited, an Ontario corporation (the "Company"), at Cdn$16.60 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase", which includes the Offer Document ("Offer Document") and the accompanied Circular (the "Circular") contained therein) and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively. The Offer to Purchase and the Letter of Transmittal, as they may be amended or supplemented, are collectively referred herein to as the "Offer". Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Offer To Purchase. Item 11. Additional Information. (a)-(b) Item 11 is hereby amended and supplemented to add the following: On March 19, 2003, the Company issued a press release, a copy of which is attached hereto as Exhibit (a)(13), announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of the Common Shares pursuant to the Offer expired at 12:00 midnight, EST, on March 18, 2003. Item 12. Exhibits. (a)(13) Press Release issued by Emco Limited on March 19, 2003. SIGNATURE 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. 2022841 ONTARIO INC. By: /s/ Christopher Pappo ________________________________ Name: Christopher Pappo Title: Chief Financial Officer BLACKFRIARS CORP. By: /s/ Thomas A. Lullo _________________________________ Name: Thomas A. Lullo Title: Treasurer and Assistant Secretary Dated: March 19, 2003 EXHIBIT INDEX Exhibit No. Exhibit Name Page Number (a)(13) Press Release issued by Emco Limited on March 19, 2003.