HDNG Hardinge Inc. (delisted)

 

 

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. 1)

 

HARDINGE INC.

(Name of Subject Company)

HELEN ACQUISITION CORP.

(Offeror)

INDÚSTRIAS ROMI S.A.

(Parent of Offeror)
(Names of Filing Persons)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

412324303
(CUSIP Number of Class of Securities)

Luiz Cassiano Rando Rosolen
Helen Acquisition Corp.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP — Brazil
CEP 13453-900
+55-19-3455-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

Luiz Cassiano Rando Rosolen Indústrias Romi S.A. Avenida Pérola Byington, 56 Santa Bárbara d’Oeste — SP — Brazil CEP 13453-900 +55-19-3455-9000		Michael J. McGuinness, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 +1-212-848-4000

CALCULATION OF FILING FEE

	Transaction Valuation*			Amount of Filing Fee**
	$93,504,232			$	6,666.85

þ

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:		$6,666.85				Filing Party:	Indústrias Romi S.A.
Form or Registration No.:		Schedule TO				Date Filed:	March 30, 2010

o		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:

	þ		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.
	o		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

 

 

TABLE OF CONTENTS

     This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 30, 2010 (as so amended, the “Schedule TO”) by Indústrias Romi S.A., a stock corporation organized under the laws of Brazil (“Parent”), and Helen Acquisition Corp., a New York corporation (“Purchaser”) and a wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Hardinge Inc., a New York corporation (the “Company”), and the associated Series B Preferred Stock purchase rights (the “Rights,” and together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of February 18, 2010, between the Company and Computershare Trust Company, N.A., as Rights Agent, for $8.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 2010 (the “Offer to Purchase”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Items 1 and 4. Summary Term Sheet and Terms of the Transaction.

     Items 1 and 4 of the Schedule TO are hereby amended and supplemented as follows:

     Each reference to “sole discretion” is replaced with a reference to “reasonable discretion” in the following places: (a) in the first paragraph of the cover page of the Offer to Purchase; (b) under “What are the Most Significant Conditions of the Offer?” in the “Summary Term Sheet” in the Offer to Purchase; (c) in the fourth and fifth paragraphs of the “Introduction” to the Offer to Purchase; (d) in the second paragraph of Section 1 of the Offer to Purchase entitled “Terms of the Offer; Expiration Date”; (e) in the penultimate paragraph of Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer”; (f) in the Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(4) to the Schedule TO; and (g) in the Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(5) to the Schedule TO.

     Each reference to “judgment” is replaced with a reference to “reasonable judgment” in Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer.”

The first paragraph of Section 5 of the Offer to Purchase is deleted in its entirety.

     The first paragraph under “Important Tax Information” in the Form of Letter of Transmittal, filed as Exhibit (a)(2) to the Schedule TO, is deleted in its entirety.

Item 3. Identity and Background of Filing Person .

     Item 3 of the Schedule TO is hereby amended and supplemented as follows:

     The second paragraph of Section 8 of the Offer to Purchase is hereby amended by replacing such paragraph in its entirety with the following:

     Pursuant to subscriptions made by Parent for the common stock of Purchaser on April 6, 2010, April 7, 2010 and April 8, 2010, Parent capitalized Purchaser with US$92,027,421.54. Until immediately prior to the time that Purchaser will purchase Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant liabilities or engage in activities other than those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger.

     Section 1 of Schedule I of the Offer to Purchase entitled “Members of the Board of Directors and Board of Executive Officers of Parent” is hereby amended and supplemented by adding the following entry at the end thereof:

“Fábio José Azevedo Degan		Member of the Board of Executive Officers, since April 2010; Executive Officer of Castings and Machining Business Unit of Parent, since April 2010; Director of Operations of TRW Automotive Ltda., a producer of safety products and services for the automotive industry, from April 2007 to March 2010 (Via Anhanguera km 147, 13486-915 — Limerira — SP, Brazil); Plant Director of TRW Automotive Ltda., from February 2006 to April 2007; Manufacturing Engineer of TRW Automotive Ltda., from February 2005 to February 2006.”

Item 12. Exhibits .

     Item 12 of the Schedule TO is hereby amended and restated as follows:

(a)(1)		Offer to Purchase dated March 30, 2010. *
(a)(2)		Form of Letter of Transmittal.*
(a)(3)		Form of Notice of Guaranteed Delivery.*
(a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7)		Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*
(a)(8)		Press Release issued by Parent on March 30, 2010.*
(a)(9)		Press Release issued by Parent on February 19, 2010.*
(a)(10)		Press Release issued by Parent on February 8, 2010.*
(a)(11)		Press Release issued by Parent on February 4, 2010.*
(a)(12)		Investor Presentation Materials dated February 4, 2010.*
(a)(13)		Press Release issued by Parent on April 13, 2010.
(a)(14)		Investor Presentation Materials dated April 2010.
(b)		None.
(d)		None.
(g)		None.
(h)		None.

     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: April 13, 2010

EXHIBIT INDEX

Exhibit
No.
(a)(1)		Offer to Purchase dated March 30, 2010. *
(a)(2)		Form of Letter of Transmittal.*
(a)(3)		Form of Notice of Guaranteed Delivery.*
(a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7)		Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*
(a)(8)		Press Release issued by Parent on March 30, 2010.*
(a)(9)		Press Release issued by Parent on February 19, 2010.*
(a)(10)		Press Release issued by Parent on February 8, 2010.*
(a)(11)		Press Release issued by Parent on February 4, 2010.*
(a)(12)		Investor Presentation Materials dated February 4, 2010.*
(a)(13)		Press Release issued by Parent on April 13, 2010.
(a)(14)		Investor Presentation Materials dated April 2010.
(b)		None.
(d)		None.
(g)		None.
(h)		None.

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