TFCO Tufco Technologies, Inc. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

TUFCO TECHNOLOGIES, INC.

(Name of Subject Company)

PACKERS ACQUISITION SUB, INC.

(Offeror)

TUFCO HOLDINGS, LLC

(Parent of Offeror)

GRIFFIN HOLDINGS, LLC

(Owner of Outstanding Equity of Parent)

SHAHRAM SHAUN GABAYZADEH

(Owner of Outstanding Equity of Griffin Holdings, LLC)

(Names of Filing Persons)

 

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

899040109

(CUSIP Number of Class of Securities)

Shahram Shaun Gabayzadeh

President

Packers Acquisition Sub, Inc.

2121 Avenue of the Stars, Suite 2575

Los Angeles, California 90067

(424) 245-4423

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

C. Thomas Hopkins, Esq.

Brian Wheeler, Esq.

Cooley LLP

1333 Second Street, Suite 400

Santa Monica, California 90401-4100

Telephone: (310) 883-6400

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$29,190,308		$3,759.71

 

*

Estimated solely for purposes of calculating the filing fee. The transaction value was determined by multiplying $6.07, the tender offer price, by the sum of: (a) 4,308,947, the number of issued and outstanding shares of Tufco Technologies, Inc. (“Tufco”) common stock; (b) 234,525, the number of shares of Tufco common stock subject to issuance pursuant to options to purchase shares of Tufco common stock; and (c) 265,475, the number of shares of Tufco common stock reserved for the issuance of purchase rights pursuant to Tufco’s employee stock purchase plan. The foregoing share figures have been provided by the issuer to the offerors and are as of December 20, 2013, the most recent practicable date.

**	The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2014, issued August 30, 2013, by multiplying the transaction value by 0.00012880.

 

x	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: $3,759.71		Filing Party: Packers Acquisition Sub, Inc., Tufco Holdings, LLC and Griffin Holdings, LLC
Form or Registration No.: Schedule TO		Date Filed: January 9, 2014

 

¨	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.   ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨

Rule 13d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed on January 9, 2014 by Packers Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), Tufco Holdings, LLC, a Delaware limited liability company and parent of Purchaser (“Parent”), Griffin Holdings, LLC, a New York limited liability company and owner of the outstanding equity of Parent (“Sponsor”), and Shahram Shaun Gabayzadeh, the owner of the outstanding equity of Sponsor. The Schedule TO relates to the offer by the Purchaser to purchase all of the shares of common stock, par value $0.01 per share (the “Shares”), of Tufco Technologies, Inc., a Delaware corporation (the “Company”), that are issued and outstanding at a price of $6.07 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 9, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.

This Amendment is being filed to amend and supplement Items 1 through 9, Item 11 and Item 12 as reflected below.

Items 1 through 9 and Item 11.

(a) Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following disclosure.

“On February 14, 2014, Sponsor announced that it has waived the Funding Condition described in the Offer to Purchase. The Offer remains subject to the remaining conditions to the Offer set forth in Section 15—“Conditions to the Offer” of the Offer to Purchase. Sponsor further announced an extension of the expiration of the Offer until 12:00 midnight, New York City time, at the end of the day on February 21, 2014. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of the day on February 13, 2014.

Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer, has indicated that as of 3:00 p.m., New York City time, on February 13, 2014, a total of 3,628,218 Shares had been tendered, representing approximately 84.20% of the outstanding Shares. 3,002 Shares had been tendered by notice of guaranteed delivery, which were not accounted for in the total.

On February 14, 2014, Sponsor issued a press release announcing, among other things, waiver of the Funding Condition and extension of the expiration of the Offer. The full text of the press release is attached as Exhibit (a)(5)(2) hereto and is incorporated herein by reference.”

(b) Items 1 through 9 and Item 11 of the Schedule TO, and the Offer to Purchase, to the extent incorporated by reference therein, are hereby amended and supplemented by deleting and replacing all references to the scheduled expiration of the Offer being on “February 13” with “February 21” except for the reference to “February 6” set forth in Section 11 of the Offer to Purchase entitled “The Merger Agreement; Other Agreements” in second sentence in the first paragraph under the heading “—The Offer” starting on page 25 of the Offer to Purchase.

(c) Items 1 through 9 and Item 11 of the Schedule TO, and the Offer to Purchase, to the extent incorporated by reference therein, are hereby amended and supplemented as set forth below.

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Section 11 of the Offer to Purchase entitled “The Merger Agreement; Other Agreements” is hereby amended and supplemented by adding the following after the first paragraph under the heading “—The Offer” starting on page 25 of the Offer to Purchase, which shall replace the paragraph previously added thereto by Amendment No. 4 to the Schedule TO:

“The Offer was initially scheduled to expire at 9:00 a.m. (New York City time) on February 6, 2014, the date that is 20 business days following the commencement of the Offer. On February 7, 2013, Sponsor, Parent, and Purchaser extended the Offer until 12:00 midnight, New York City time, at the end of the day on February 13, 2014, by mutual agreement in accordance with the terms of the Merger Agreement. On February 14, 2013, Sponsor, Parent, and Purchaser further extended the Offer until 12:00 midnight, New York City time, at the end of the day on February 21, 2014, by mutual agreement in accordance with the terms of the Merger Agreement.”

Item 12 (Exhibits).

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014