Asv Inc /MN/ - Amended tender offer statement by Third Party (SC TO-T/A)
09 2월 2008 - 4:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Amendment No. 1)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
A.S.V.,
INC.
(Name of
Subject Company (Issuer))
TEREX
MINNESOTA, INC.
(Offeror)
TEREX
CORPORATION
(a direct
Parent of Offeror)
(Names of
Filing Persons—Offerors)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title of
Class of Securities)
001963107
(CUSIP
Number of Class of Securities)
Eric I
Cohen, Esq.
Senior
Vice President, Secretary and General Counsel
Terex
Corporation
200
Nyala Farm Road
Westport, CT 06880
with a
copy to:
Peter
S. Golden, Esq.
Fried,
Frank, Harris, Shriver & Jacobson
One
New York Plaza
New
York, NY 10004
(212)
859-8000
(Name, address and telephone number of person authorized
to
receive notices and communications on behalf of filing
persons)
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount of Filing Fee*
|
$519,639,390
|
$20,421.83
|
*
|
Estimated solely for purposes of calculating the filing fee
in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The
amount of the filing fee is calculated by multiplying the transaction value
by 0.0000393. The transaction value was determined by multiplying the
purchase price of $18.00 per share by 28,868,855 shares of common stock,
par value $0.01 per share, of A.S.V. Inc. (based upon the representation by
A.S.V., Inc. in the Merger Agreement (as defined herein) that 26,733,552
shares and options to acquire an aggregate of 2,135,303 shares were
outstanding as of January 7, 2008).
|
o
|
Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) of the Exchange Act 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:
|
$20,421.83
|
Filing Party:
|
Terex Minnesota, Inc./Terex Corporation
|
Form or Registration No.:
|
SC TO-T
|
Date Filed:
|
January 28, 2008
|
o
|
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
|
o
|
Check the appropriate boxes below to designate any
transactions to which the statement relates.
|
|
x
|
third-party tender offer subject to
Rule 14d-1.
|
|
o
|
issuer tender offer subject to Rule 13e-4.
|
|
o
|
going-private transaction subject to
Rule 13e-3.
|
|
x
|
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:
o
(Continued on following pages)
SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the “Schedule TO”) filed on January 28, 2008, by Terex Minnesota,
Inc. (the “Purchaser”), a wholly owned subsidiary of Terex Corporation
(“Terex”). The Schedule TO relates to a tender offer by the Purchaser to
purchase all of the outstanding shares of common stock, par value $0.01 per share (the
“Shares”), of A.S.V., Inc., a Minnesota corporation (the
“Company”), at a price of $18.00 per Share, net to the sellers in cash, without
interest. The terms and conditions of the offer are described in the Offer to Purchase,
dated January 28, 2008 (the “Offer to Purchase”), and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively constitute
the “Offer”). Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to them in the Schedule TO. Except as
specifically provided herein, this Amendment does not modify any of the information
previously reported in the Schedule TO.
This Amendment is being filed by the Purchaser and Terex and also
constitutes an amendment to the Schedule 13D initially filed by the Purchaser and Terex on
January 18, 2008, as amended by the Schedule TO.
|
.
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ITEM 11.
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ADDITIONAL INFORMATION
|
Item 11 of the Schedule TO is hereby amended and
supplemented as follows:
The third paragraph of Section 16 – “Certain
Legal Matters; Required Regulatory Approvals” of the Offer to
Purchase is hereby amended and restated as follows:
“Under the HSR Act, the purchase of Shares in the
Offer may not be completed until the expiration of a 15-calendar day
waiting period following the filling of certain required information and
documentary material concerning the Offer with the FTC and the Antitrust
Division, unless the waiting period is earlier terminated by the FTC and
the Antitrust Division. Purchaser and the Company filed a Premerger
Notification and Report Form pursuant to the requirements of the HSR Act on
January 23, 2008 and January 31, 2008, respectively. At 11:59 p.m., New
York City time, on Thursday, February 7, 2008, the waiting period under the
HSR Act applicable to the purchase of Shares pursuant to the Offer expired.
Accordingly, the condition to the Offer relating to the expiration or
termination of the HSR Act waiting period has been
satisfied.”
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ITEM 12.
|
MATERIALS TO BE FILED AS EXHIBITS.
|
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibit:
“(a)(9) Press Release dated February 8,
2008”
|
SIGNATURE
After due
inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of
February 8, 2008 that the information set forth in this statement is true, complete and
correct.
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TEREX MINNESOTA, INC.
|
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By:
|
|
|
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/s/ Eric I Cohen
Name: Eric I Cohen
Title: Vice President
|
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TEREX CORPORATION
|
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By:
|
|
|
|
/s/ Eric I Cohen
Name: Eric I Cohen
Title: Senior Vice
President
|
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