SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CORE MOLDING TECHNOLOGIES, INC.
(Name of Subject Company (issuer))
CORE MOLDING TECHNOLOGIES, INC. (OFFEROR AND ISSUER)
(Names of Filing Persons (identifying status as offeror, issuer
or other person))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
218683
(CUSIP Number of Class of Securities)
HERMAN F. DICK, JR.
800 MANOR PARK DRIVE
COLUMBUS, OHIO 43228
(614) 870-5000
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
$2,489,438 $201.40**
* Calculated solely for the purposes of determining the filing fee. This amount
assumes that options to purchase 1,171,500 shares of common stock of Core
Molding Technologies, Inc., having a weighted average exercise price of $2.125,
will be tendered pursuant to this offer. The amount of the filing fee,
calculated as $80.90 per $1,000,000 of the aggregate offering amount, pursuant
to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Rate
Advisory #11, effective February 25, 2003.
** Previously paid.
[X] 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: $201.40
-----------------------------
Form or Registration No.: Schedule TO
---------------------------
Filing Party: Core Molding Technologies, Inc.
---------------------------------------
Date Filed: June 6, 2003
-----------------------------------------
[ ] 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:
[ ] third-party tender offer subject to Rule 14d-1.
[X] 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: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO, filed with the Securities and Exchange Commission on June 6,
2003 (the "Original Filing"), relating to the offer by Core Molding
Technologies, Inc., a Delaware corporation (the "Company"), to acquire all
outstanding options to purchase shares of the Company's common stock, par value
$0.01 per share, and in return grant to those individuals who accept the
Company's offer new stock options for 95% of the number of shares covered by
their existing stock options carrying an option price equal to the greater of
(i) $1.70 per share or (ii) the market price of the Company's common stock at
the time of the grant of the new options.
ITEM 1. SUMMARY TERM SHEET
Item 1 of the Original Filing is hereby amended as follows:
1. The response to "Can I withdraw my tender?" shall be amended
to read as follows:
"A tender may be withdrawn at any time prior to 5:00
p.m., Eastern Time, July 31, 2003, by delivering to the
Company a written notice of withdrawal. The written notice
must state the number of tendered old options that are being
withdrawn and an affirmative statement that those old options
are being withdrawn. In addition, if the Company does not
accept your options for participation in the offering by
August 4, 2003, the 40th business day from the commencement of
the offering, you may withdraw such options at any time after
August 4, 2003 in accordance with the procedure outlined
above."
2. The following sentence shall be added to the end of the
response to "What is the procedure for accepting the offer?":
"We will send you a confirmation promptly upon
receipt of your letter of transmittal and other documents that
may be required (and in any event not later than three
business days from the Expiration Date)."
3. The following question and response shall be added at the end
of Item 1:
"When does the offer expire?
The offer expires on July 31, 2003 at 5:00 p.m.,
Eastern Time, unless otherwise extended by the Company."
ITEM 2. SUBJECT COMPANY INFORMATION
Item 2(c) of the Original Filing shall be amended by
adding the following:
"The following table presents the high and low sales
prices for the Company's common stock for the first quarter of
2003:
2003
---------------------------
Quarter High Low
------- ---- ---
1st $1.50 $1.04
As of June 26, 2003, the last reported sale price of the Company's
common stock, as reported by the American Stock Exchange, was $1.94 per share.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8(a) shall be amended in its entirety to read as follows:
(a) Securities ownership. The following is a list of the
executive officers and directors of the Company:
Malcom M. Prine, Chairman of the Board of Directors
James L. Simonton, President, Chief Executive Officer and
Director
Kevin L. Barnett, Vice President-Manager Columbus Operations
and Secretary
Stephen J. Klestinec, Vice President Sales and Marketing
Herman F. Dick, Jr., Treasurer and Chief Financial Officer
Thomas R. Cellitti, Director
James F. Crowley, Director
Ralph O. Hellmold, Director
Thomas M. Hough, Director
As of June 27, 2003, the named directors and executive
officers as a group held options to purchase a total of 670,000 common
shares. These options represented approximately 57.2% of the common
shares subject to all options outstanding as of that date.
Details of the options held by executive officers and
directors are as follows:
NAME OF OPTIONS TO PURCHASE PERCENTAGE OF
BENEFICIAL OWNER COMMON SHARES TOTAL OPTIONS
----------------------------------- (NUMBER OF COMMON SHARES) OUTSTANDING
------------------------- -----------
Kevin L. Barnett.......................................... 100,000 8.5%
Thomas R. Cellitti........................................ 35,000 3.0%
James F. Crowley.......................................... 35,000 3.0%
Herman F. Dick, Jr........................................ 40,000 3.4%
Ralph O. Hellmold......................................... 35,000 3.0%
Thomas M. Hough........................................... 35,000 3.0%
Stephen J. Klestinec...................................... 100,000 8.5%
Malcolm M. Prine.......................................... 105,000 9.0%
James L. Simonton......................................... 185,000 15.8%
All directors, nominees and executive officers as a group
(9 persons)............................................ 670,000 57.2%
All of the above-referenced options to purchase shares of
Company common stock held by executive officers and directors are
eligible to be tendered in the offer. As of June 26, 2003, none of the
executive officers or directors of the Company had yet informed the
Company as to whether or not they intend to participate in the offer
and tender their options.
Details of the number of shares of common stock hereinafter
beneficially owned by executive officers and directors are as follows:
NAME OF PERCENTAGE OF
BENEFICIAL OWNER TOTAL OUTSTANDING
----------------------------------- COMMON SHARES COMMON SHARES
------------- ------------------
Kevin L. Barnett.......................................... 74,000(1) *
Thomas R. Cellitti........................................ 31,000(2) *
James F. Crowley.......................................... 54,000(3) *
Herman F. Dick, Jr........................................ 11,400(4) *
Ralph O. Hellmold......................................... 126,000(5) 1.3%
Thomas M. Hough........................................... 45,000(6) *
Stephen J. Klestinec...................................... 54,285(7) *
Malcolm M. Prine.......................................... 172,011(8) 1.7%
James L. Simonton......................................... 174,691(9) 1.8%
All directors, nominees and executive officers as a group
(9 persons)............................................ 742,387 7.1%
----------------
*Less than 1% of the outstanding shares of common stock.
(1) Includes: (i) 66,500 shares of common stock which Mr. Barnett has the
right to acquire within 60 days through the exercise of stock options;
(ii) 5,000 shares of common stock as to which Mr. Barnett shares voting
and investment power with his wife; and (iii) 2,500 shares of common
stock held by Mr. Barnett in the Core Molding Technologies, Inc.
Employee Stock Purchase Plan.
(2) Includes: (i) 21,000 shares of common stock which Mr. Cellitti has the
right to acquire within 60 days through the exercise of stock options;
and (ii) 10,000 shares of common stock as to which Mr. Cellitti has
sole voting and investment power.
(3) Includes: (i) 35,000 shares of common stock which Mr. Crowley has the
right to acquire within 60 days through the exercise of stock options;
(ii) 18,000 shares of common stock as to which Mr. Crowley has sole
voting and investment power; and (iii) 1,000 shares of common stock as
to which Mr. Crowley shares voting and investment power with his wife.
(4) Includes: 11,400 shares of common stock which Mr. Dick has the right to
acquire within 60 days through the exercise of stock options
(5) Includes: (i) 35,000 shares of common stock which Mr. Hellmold has the
right to acquire within 60 days through the exercise of stock options;
and (ii) 91,000 shares of common stock as to which Mr. Hellmold has
sole voting and investment power.
(6) Includes: (i) 35,000 shares of common stock which Mr. Hough has the
right to acquire within 60 days through the exercise of stock options;
and (ii) 10,000 shares of common stock which are held in trust for the
benefit of Mr. Hough's wife, who is trustee of the trust.
(7) Includes: (i) 38,000 shares of common stock which Mr. Klestinec has the
right to acquire within 60 days through the exercise of stock options;
(ii) 12,000 shares of common stock as to which Mr. Klestinec has sole
voting and investment power; and (iii) 4,285 shares of common stock
held by Mr. Klestinec in the Core Molding Technologies, Inc. Employee
Stock Purchase Plan.
(8) Includes: (i) 105,000 shares of common stock which Mr. Prine has the
right to acquire within 60 days through the exercise of stock options;
(ii) 1,011 shares of common stock held by Mr. Prine's wife; (iii) 5,000
shares of common stock held by Mr. Prine's daughter; and (iv) 61,000
shares of common stock as to which Mr. Prine has sole voting and
investment power.
(9) Includes: (i) 70,750 shares of common stock which Mr. Simonton has the
right to acquire within 60 days through the exercise of stock options;
(ii) 100,000 shares of common stock as to which Mr. Simonton has sole
voting and investment power; and (iii) 3,941 shares of common stock
held by Mr. Simonton in the Core Molding Technologies, Inc. Employee
Stock Purchase Plan. Excludes 150,000 phantom stock units granted to
Mr. Simonton on January 15, 2000, in connection with his initial
employment pursuant to a Phantom Stock Agreement dated January 15,
2000, between Core Molding and Mr. Simonton.
ITEM 12. EXHIBITS
Exhibit (a)(1) Offer to Acquire All Outstanding Stock Options for New Stock Options, dated June 6,
2003.
Exhibit (a)(2) Form of Letter to Offerees, dated June 6, 2003.
Exhibit (a)(3) Form of Letter of Transmittal, dated June 6, 2003, as amended June 27, 2003.
Exhibit (a)(4) Core Molding Technologies, Inc. Annual Report
on Form 10-K for its fiscal year ended December 31,
2002 (filed with the Securities and Exchange
Commission on March 31, 2003 and incorporated by
reference and made a part hereof).
Exhibit (a)(5) Core Molding Technologies, Inc. Quarterly
Report on Form 10-Q for its fiscal quarter ended
March 31, 2003 (filed with the Securities and
Exchange Commission on May 14, 2003 and incorporated
by reference and made a part hereof).
Exhibit (a)(6) Supplement No. 1 dated June 27, 2003 to Offer to Acquire All Outstanding Stock Options
for New Stock Options dated June 6, 2003.
Exhibit (a)(7) Form of Cover Letter to Offerees, dated June 27, 2003.
Exhibit (a)(8) Form of Confirmation of Receipt of Letter of Transmittal and Promise to
Grant New Options
Exhibit (b) Not applicable
Exhibit (d) Amended and Restated Long-Term Equity Incentive
Plan (incorporated by reference to Exhibit 4.6 of
Registration Statement on Form S-8 filed June 4,
2003, SEC Registration No. 333-29203)
Exhibit (g) Not applicable
Exhibit (h) Not applicable
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.
CORE MOLDING TECHNOLOGIES, INC.
By: /s/ Herman F. Dick, Jr.
--------------------------------------
Herman F. Dick, Jr., Treasurer and
Chief Financial Officer
Dated: June 27, 2003
EXHIBIT INDEX
EXHIBIT DESIGNATION DESCRIPTION
(a)(1)* Offer To Acquire All Outstanding Stock Options For New Stock Options, dated
June 6, 2003
(a)(2)* Form of Letter to Offerees, dated June 6, 2003
(a)(3) Form of Letter of Transmittal, dated June 6, 2003, as amended June
27, 2003.
(a)(4)* Core Molding Technologies, Inc. Annual Report on Form 10-K for its fiscal
year ended December 31, 2002 (filed with the Securities and Exchange
Commission on March 31, 2003 and incorporated by reference and made a part hereof)
(a)(5) Core Molding Technologies, Inc. Quarterly Report on Form 10-Q
for its fiscal quarter ended March 31, 2003 (filed with the
Securities and Exchange Commission on May 14, 2003 and
incorporated by reference and made a part hereof).
(a)(6) Supplement No. 1 dated June 27, 2003 to Offer to Acquire All
Outstanding Stock Options for New Stock Options dated June 6, 2003.
(a)(7) Form of Letter to Offerees, dated June 27, 2003.
(a)(8) Form of Confirmation of Receipt of Letter of Transmittal and Promise to
Grant New Options.
(b) Not applicable
(d)* Amended and Restated Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.6 of Registration
Statement on Form S-8 filed June 4, 2003, SEC Registration No.
333-29203)
(g) Not applicable
(h) Not applicable
*Previously filed.