SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 3)
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Katy Industries, Inc. (Issuer)
(Name of Subject Company)
KKTY Holding Company, L.L.C. (Offeror)
Kohlberg & Co., L.L.C. (Offeror)
Kohlberg Investors IV, L.P. (Offeror)
Kohlberg TE Investors IV, L.P. (Offeror)
Kohlberg Offshore Investors IV, L.P. (Offeror)
Kohlberg Partners IV, L.P. (Offeror)
Kohlberg Management IV, L.P. (Offeror)
James A. Kohlberg (Offeror)
(Names of Filing Persons)
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Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
486-026-107
(CUSIP Number of Class of Securities)
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Christopher Lacovara
KKTY Holding Company, L.L.C.
c/o Kohlberg & Co., L.L.C.
111 Radio Circle
Mount Kisco, New York 10549
Telephone (914) 241-7430
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
With Copies To:
Raul Grable, Esq.
Hunton & Williams
200 Park Avenue
New York, New York 10166-0136
Calculation of Filing Fee
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Transaction Valuation: * Amount of Filing Fee:
$20,000,000 $4,000
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* For purposes of calculating the filing fee only. This amount is based on
a per share offering price of $8.00 for up to 2,500,000 shares of common
stock. The amount of the filing fee, calculated in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50
of one percent of the aggregate of the cash offered by KKTY Holding
Company, L.L.C.
[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: $4,000
Form or Registration No.: 005-31211
Filing Parties: KKTY Holding Company, L.L.C.
Kohlberg & Co., L.L.C.
Date Filed: April 25, 2001
[_]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 offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transactions 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. 3 (this "Amendment No. 3") is being filed by KKTY
Holding Company, L.L.C., a Delaware limited liability company ("Purchaser"),
Kohlberg Investors IV, L.P., a Delaware limited partnership ("Investors IV"),
Kohlberg TE Investors IV, L.P., a Delaware limited partnership ("TE Investors
IV"), Kohlberg Offshore Investors IV, L.P., a Delaware limited partnership
("Offshore Investors IV"), Kohlberg Partners IV, L.P., a Delaware limited
partnership ("Partners IV"), Kohlberg Management IV, L.L.C., a Delaware
limited liability company ("Management IV"), and James A. Kohlberg, a United
States citizen ("Mr. Kohlberg"), and amends and supplements the Tender Offer
Statement on Schedule TO filed on April 25, 2001 (as amended, the "Schedule
TO"), as amended by Amendment No. 1 to the Schedule TO filed on April 26, 2001
("Amendment No. 1") and Amendment No. 2 to the Schedule TO filed on May 9,
2001 ("Amendment No. 2"). By virtue of its direct or indirect relationship
with Purchaser, Investors IV, TE Investors IV, Offshore Investors IV, Partners
IV, Management IV and Mr. Kohlberg and involvement in negotiating the terms of
the Offer (as defined below), Kohlberg & Co, L.L.C., a Delaware limited
liability company ("Kohlberg & Co."), may be deemed to be a bidder within the
meaning of Rule 14d-1(g)(2) under the Securities Exchange Act of 1934, as
amended, and as such is joining with Purchaser, Investors IV, TE Investors IV,
Offshore Investors IV, Partners IV, Management IV and Mr. Kohlberg as filing
persons with respect to this Amendment No. 3.
The Schedule TO relates to the offer by Purchaser to purchase up to
2,500,000, but not less than 2,000,000, outstanding shares of Common Stock,
$1.00 par value per share (the "Shares"), of Katy Industries, Inc., a Delaware
corporation (the "Company"), including the associated common stock purchase
rights, at a purchase price of $8.00 per Share, net to the seller in cash and
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 25, 2001 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"), copies of which
were filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the
Schedule TO.
ITEMS 1-11.
The information set forth in the Offer to Purchase, which is incorporated
by reference into Items 1 through 11 of the Schedule TO, is hereby amended as
follows:
1. SUMMARY TERM SHEET. The section entitled "Summary Term Sheet" is hereby
amended by inserting at the end of the first sentence of the paragraph
captioned "Do You Have the Financial Resources to Make Payment?" on page 3
of the Offer to Purchase the following:
"The four limited partnerships comprising the private equity fund are
Kohlberg Investors IV, L.P., Kohlberg TE Investors IV, L.P., Kohlberg
Offshore Investors IV, L.P. and Kohlberg Partners IV, L.P. See Section 9
"Certain Information Concerning Purchaser.""
The section entitled "Summary Term Sheet" is further amended by inserting
at the end of the paragraph captioned "What Does Katy's Board of Directors
Think of the Offer?" on page 3 of the Offer to Purchase the following:
"William F. Andrews, who is a director of Katy, is an operating principal
of Kohlberg & Co., L.L.C., our affiliate, and a director of several of
Kohlberg & Co., L.L.C.'s portfolio companies. Mr. Andrews, in his capacity
as a director of Katy, removed himself from consideration of transactions
contemplated by the recapitalization agreement because of his relationship
with Kohlberg & Co., L.L.C. See Section 9, "Certain Information Concerning
Purchaser.""
2. INTRODUCTION. The section entitled "Introduction" is hereby amended by
inserting immediately after the fourth paragraph in that section on page 5
of the Offer to Purchase the following paragraph:
"William F. Andrews, who is a director of the Company, is an operating
principal of Kohlberg & Co., L.L.C., an affiliate of Purchaser, and a
director of several of Kohlberg & Co., L.L.C.'s portfolio companies.
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Mr. Andrews, in his capacity as a director of the Company, removed himself
from consideration of transactions contemplated by the recapitalization
agreement because of his relationship with Kohlberg & Co., L.L.C. See
Section 9, "Certain Information Concerning Purchaser.""
3. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The section entitled "Certain
Federal Income Tax Consequences" is hereby amended by deleting the first
sentence in that section on page 14 of the Offer to Purchase and inserting
in lieu thereof the following:
"The following is a summary of certain material federal income tax
consequences of the Offer to holders whose Shares are purchased pursuant to
the Offer."
4. CERTAIN INFORMATION CONCERNING PURCHASER. The section entitled "Certain
Information Concerning Purchaser" is hereby amended by inserting at the end
of the paragraph captioned "Summary Financial Information" on page 21 of
the Offer to Purchase the following:
"Because Kohlberg Management IV, L.L.C., the general partner of each of the
limited partnerships comprising Kohlberg Fund IV, was formed for the
purpose of forming each of Kohlberg Fund IV's limited partnerships and, to
date, has engaged in no other activities other than those incidental to
such formations, Kohlberg Management IV, L.L.C. has minimal assets and
liabilities and no meaningful historical financial information."
5. BACKGROUND OF THE OFFER. The section entitled "Background of the Offer" is
hereby amended by inserting at the end of that section on page 31 of the
Offer to Purchase the following two paragraphs:
"On April 25, 2001, Purchaser commenced the Offer.
On May 8, 2001, the Company issued a press release (a copy of which is
filed as an exhibit to the Schedule TO) announcing earnings results for the
first quarter ended March 31, 2001 and announcing that Purchaser had
advised the Company that: (i) Purchaser was re-evaluating the Offer and
Preferred Stock Purchase in light of the Company's operating results for
the first quarter and the Company's interim operating results for April
2001 (which indicated a continued shortfall from previously projected
earnings before interest, taxes, depreciation and amortization), (ii) based
on these developments, Purchaser believed one or more of the Offer
Conditions may not be satisfied at the Expiration Date and (iii) Purchaser
was considering alternative courses of action to be negotiated with the
Company, including, among other things, an increase of its proposed
preferred stock investment in the Company, a decrease in the preferred
stock conversion price and a decrease in the number of Shares and price per
Share to be purchased pursuant to the Offer."
6. CERTAIN CONDITIONS TO PURCHASER'S OBLIGATIONS. The section entitled
"Certain Conditions to Purchaser's Obligations" is hereby amended by
deleting clause (iv) in the first paragraph of that section on page 49 of
the Offer to Purchase and inserting in lieu thereof the following:
"(iv) none of the following events shall have occurred and be continuing at
the time of expiration of the Offer:"
7. ANNEX I: AUTHORIZED MANAGERS AND PRINCIPALS OF PURCHASER, KOHLBERG FUND IV,
KOHLBERG MANAGEMENT IV AND KOHLBERG & CO. Annex I is hereby amended by
deleting Ranjit S. Bhonsle's name, age and five-year employment history
from the table on page I-1 of the Offer to Purchase. Mr. Bhonsle resigned
as a principal of Kohlberg & Co. effective May 4, 2001.
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Signature
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 17, 2001 KKTY HOLDING COMPANY, L.L.C.
/s/ Christopher Lacovara
By:__________________________________
Christopher Lacovara
Authorized Manager
Dated: May 17, 2001 KOHLBERG & CO., L.L.C.
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
Dated: May 17, 2001 KOHLBERG INVESTORS IV, L.P.
By:Kohlberg Management IV, L.L.C.,
its General Partner
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
Dated: May 17, 2001 KOHLBERG TE INVESTORS IV, L.P.
By:Kohlberg Management IV, L.L.C.,
its General Partner
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
Dated: May 17, 2001 KOHLBERG OFFSHORE INVESTORS IV, L.P.
By:Kohlberg Management IV, L.L.C.,
its General Partner
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
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Dated: May 17, 2001 KOHLBERG PARTNERS IV, L.P.
By:Kohlberg Management IV, L.L.C.,
its General Partner
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
Dated: May 17, 2001 KOHLBERG MANAGEMENT IV, L.L.C.
/s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
Managing Member
Dated: May 17, 2001 /s/ James A. Kohlberg
By:__________________________________
James A. Kohlberg
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