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)
AVOCENT
CORPORATION
(Name
of Subject Company)
GLOBE
ACQUISITION CORPORATION
EMERSON
ELECTRIC CO.
(Names
of Filing Persons – Offeror)
Common
Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
________________
053893103
(Cusip
Number of Class of Securities)
Frank
L. Steeves
Senior
Vice President, Secretary and General Counsel
Emerson
Electric Co.
8000 West
Florissant Avenue
St. Louis,
Missouri 63136
Telephone:
(314) 553-2000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Phillip
R. Mills, Esq.
Marc
O. Williams, Esq.
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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o
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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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R
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third-party
tender offer subject to Rule 14d-1.
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£
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issuer
tender offer subject to Rule 13e-4.
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£
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going-private
transaction subject to Rule 13e-3.
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£
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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. £
This
Amendment No. 5 (“Amendment No.
5”) amends and supplements the Tender Offer Statement on Schedule TO (the
“Schedule TO”)
originally filed on October 15, 2009, as previously amended, by Emerson Electric
Co., a Missouri corporation (“Emerson”), and Globe
Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned
subsidiary of Emerson, relating to the offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.001 per share (“Shares”), of Avocent
Corporation, a Delaware corporation (“Avocent”), for $25.00 per
Share in cash, without interest, less certain applicable taxes, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated October
15, 2009 (the “Offer to
Purchase”) and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the “Offer”).
All
capitalized terms used in this Amendment No. 5 without definition have the
meanings ascribed to them in the Schedule TO.
The items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Item
4. Terms of the Transaction.
Item 4 of
the Schedule TO is hereby amended and supplemented by adding the following text
thereto:
“The
Expiration Date of the Offer is extended to 5:00 p.m., New York City time, on
December 10, 2009. As of 5:00 p.m. on December 7, 2009, approximately 42.5
million Shares had been tendered and not withdrawn pursuant to the Offer,
including approximately 2.0 million Shares tendered pursuant to a notice of
guaranteed delivery. The press release announcing the extension of
the Offer is filed as Exhibit (a)(13) hereto and is incorporated herein by
reference.”
Item
12. Exhibits.
Item 12
of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
“(a)(13) Press
release issued by Emerson dated December 7, 2009.”
SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date:
December 7, 2009
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GLOBE
ACQUISITION CORPORATION
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By:
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/s/
Alan D. Mielcuszny
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Name:
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Alan
D. Mielcuszny
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Title:
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Vice
President
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EMERSON
ELECTRIC CO.
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By:
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/s/
Victor Lazzaretti
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Name:
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Victor
Lazzaretti
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Title:
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Vice
President, Deputy General Counsel &
Assistant
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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(a)(13)
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Press
release issued by Emerson dated December 7,
2009.
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