- Tender offer statement by Issuer (SC TO-I)
13 2월 2009 - 8:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
_________________
SCHEDULE TO
Tender Offer Statement
Under
Section 14(d)(1) or
Section 13(e)(1)of the Securities Exchange Act of 1934
REGAL-BELOIT CORPORATION
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(Name of Subject Company)
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REGAL-BELOIT CORPORATION
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(Name of Filing Person)
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2.75% Convertible Senior Subordinated Notes Due 2024
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(Title of Class of Securities)
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758750 AA1 and 758750 AB9
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(CUSIP Number of Class of Securities)
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Paul J. Jones, Esq.
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Vice President, General Counsel and Secretary
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Regal-Beloit Corporation
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200 State Street
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Beloit, Wisconsin 53511-6254
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(608) 364-8800
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications on Behalf of Filing Person)
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With a copy to:
Benjamin F. Garmer, III
Jay O. Rothman
Foley & Lardner LLP
777 East Wisconsin
Avenue
Milwaukee, Wisconsin
53202-5367
(414) 271-2400
CALCULATION OF FILING
FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$116,581,250
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$4,582
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*
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Calculated
solely for purposes of determining the filing fee. The purchase price of the 2.75%
Convertible Senior Subordinated Notes Due 2024 (the Securities), as described
herein, is $1,013.75 per $1,000 principal amount of the Securities outstanding. As of
February 15, 2009, there was $115,000,000 in aggregate principal amount of the Securities
outstanding, resulting in an aggregate maximum purchase price of $116,581,250.
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**
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The fee
is $39.30 per $1,000,000 of the aggregate offering amount (or .00003930 of the aggregate
transaction valuation), calculated pursuant to Rule 0-11 of the Securities Exchange Act
of 1934, as amended.
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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.
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Amount Previously Paid:
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Not applicable
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Filing Party:
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Not applicable
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Form or Registration No.:
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Not applicable
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Date Filed:
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Not applicable
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Check
the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to
designate any transactions to which the statement relates:
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third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule 13d-2.
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Check the following box if the filing
is a final amendment reporting the results of the tender offer:
INTRODUCTORY STATEMENT
As
required by, pursuant to the terms of and subject to the conditions set forth in, the
Indenture, dated as of April 5, 2004, between Regal Beloit Corporation, a Wisconsin
corporation (the Company), and U.S. Bank National Association (the
Trustee), as supplemented by the First Supplemental Indenture, dated as of
December 9, 2004 (the Indenture), for the Companys 2.75% Convertible
Senior Subordinated Notes Due 2024 (the Securities), this Tender Offer
Statement on Schedule TO (this Schedule TO) is filed by the Company with
respect to the right of each holder of the Securities (each Holder) to sell,
and the obligation of the Company to purchase, the Securities, upon the terms and subject
to the conditions set forth in the Indenture, the Securities and the Company Notice, dated
February 13, 2009, and the related notice materials filed as exhibits to this
Schedule TO (collectively, as amended or supplemented from time to time, the Put
Option).
This
Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under
the Securities Exchange Act of 1934, as amended.
Items 1 through 9.
The
Company is the issuer of the Securities and is obligated to purchase all of the Securities
on March 15, 2009 if tendered by the Holders under the terms and subject to the
conditions set forth in the Put Option. The Securities are convertible into the
consideration specified in the Indenture and the Securities upon satisfaction of the
terms, conditions and adjustments specified in the Indenture and the Securities. As of the
date hereof, the Securities are not convertible.
The
Company maintains its principal executive offices at 200 State Street, Beloit, Wisconsin
53511-6254; telephone number (608) 364-8800.
As
permitted by General Instruction F to Schedule TO, all of the information set forth in the
Put Option is incorporated by reference into this Schedule TO.
Item 10. Financial Statements
.
(a)
Pursuant to Instruction 2 to Item 10 of Schedule TO, the Companys
financial condition is not material to a Holders decision whether to put
the Securities to the Company because (i) the consideration being paid to
Holders surrendering Securities consists solely of cash, (ii) the Put Option is
not subject to any financing conditions, (iii) the Put Option applies to all
outstanding Securities and (iv) the Company is a public reporting company that
files reports electronically on EDGAR. The financial condition and results of
operations of the Company and its subsidiaries are reported electronically on
EDGAR on a consolidated basis.
(b)
Not applicable.
Item 11. Additional
Information
.
(a)
Not applicable.
(b)
Not applicable.
Item 12. Exhibits
.
The
exhibits listed in the Exhibit Index on the page immediately following the signature page
are filed as part of this Schedule TO.
-2-
Item 13. Information
Required by Schedule 13E-3.
Not
applicable.
-3-
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.
Dated: February 13, 2009
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REGAL BELOIT CORPORATION
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By:
/s/ Henry W. Knueppel
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Henry W. Knueppel
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Chairman and Chief Executive Officer
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-4-
EXHIBIT INDEX
(a)(1)(A)
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Company
Notice to Holders of 2.75% Convertible Senior Subordinated Notes Due 2024,
dated February 13, 2009.
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(a)(1)(B)
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Form
of Purchase Notice.
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(a)(1)(C)
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Form
of Notice of Withdrawal.
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(a)(1)(D)
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Form
of Substitute Form W-9 and Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
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(a)(1)(E)
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Press
Release issued by the Company on February 13, 2009.
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-5-
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