SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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APPLIED GRAPHICS TECHNOLOGIES, INC.
(Name Of Subject Company (Issuer))
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KAGT HOLDINGS, INC.
KAGT ACQUISITION CORP.
KOHLBERG INVESTORS IV, L.P.
KOHLBERG TE INVESTORS IV, L.P.
KOHLBERG OFFSHORE INVESTORS IV, L.P.
KOHLBERG PARTNERS IV, L.P.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
037937208
(CUSIP Number of Class of Securities)
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Mr. Christopher Lacovara
KAGT Acquisition Corp.
c/o Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Telephone: (914) 241-7430
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
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COPIES TO:
Daniel S. Evans, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount Of Filing Fee**
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$8,559,980.25 $692.50
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* Estimated solely for purposes of calculating amount of filing fee in
accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The transaction value is based upon
10,070,565 shares of outstanding Common Stock, par value $.01 per share of
the Subject Company as of May 31, 2003 and the expected merger
consideration of $0.85 per share. Such outstanding shares assumes the
exercise of 923,000 options, all outstanding in-the-money options to
purchase shares of Common Stock of the Subject Company which are
exercisable in connection with the transaction.
** Previously paid.
[ ] 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check the box if the filing relates 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 tender offer subject to Rule 14d-1.
[ ] 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: [ ]
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO (as amended to date, the "Schedule TO") filed with the Securities
and Exchange Commission on June 20, 2003 by KAGT Holdings, Inc. ("Parent"), KAGT
Acquisition Corp. ("Purchaser"), Kohlberg Investors IV, L.P., Kohlberg TE
Investors IV, L.P., Kohlberg Offshore Investors IV, L.P. and Kohlberg Partners
IV, L.P, as amended on July 7, 2003 and July 11, 2003. The Schedule TO relates
to the offer by the Purchaser to purchase all of the outstanding shares of
common stock, $0.01 par value per share (the "Shares"), of Applied Graphics
Technologies, Inc., a Delaware corporation (the
"Company"), at a purchase price of $0.85 per Share, net to the seller in cash,
less any required withholding taxes and without interest thereon, upon the terms
and subject to the conditions set forth in the related offer to purchase dated
June 20, 2003 (as amended to date, the "Offer to Purchase"), and in the related
letter of transmittal. Capitalized terms used and not otherwise defined herein
have the meanings assigned thereto in the Schedule TO.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
On July 15, 2003, the Company announced in a press release that at
extraordinary meetings held on July 11, 2003, holders of the Subordinated
Notes and holders of Preference Shares approved amendments to financing and
corporate documents, respectively, necessary to permit redemption of all
the Subordinated Notes and all of the Preference Shares (other than those
held by Applied Graphics Technologies (UK) Limited). The Company also
announced that it entered into an amendment to the Company Credit Agreement
that extends the date by which the Company must complete the Restructuring
Transactions from July 15, 2003 until July 28, 2003. The full text of this
press release is filed as Exhibit (a)(9) to this Schedule TO, which is
incorporated by reference herein.
ITEM 12. EXHIBITS
(a)(9) Press release issued by the Company on July 15, 2003.
SIGNATURES
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.
KAGT HOLDINGS, INC.
By: /s/ Christopher Lacovara
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Name: Christopher Lacovara
Title: President
KAGT ACQUISITION CORP.
By: /s/ Christopher Lacovara
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Name: Christopher Lacovara
Title: President
KOHLBERG INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
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Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG TE INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
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Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG OFFSHORE INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG PARTNERS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
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Name: Christopher Lacovara
Title: Authorized Member Manager
Dated: July 15, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
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*(a)(1) Offer to Purchase dated June 20, 2003.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
*(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(7) Press Release issued by the Company on June 13, 2003
(incorporated by reference to the Schedule TO-C filed by
Parent and the Purchaser with the Securities and
Exchange Commission on June 13, 2003).
*(a)(8) Summary Advertisement published in New York Times on
June 20, 2003.
(a)(9) Press Release issued by the Company on July 15, 2003.
*(b)(1) Commitment Letter, dated May 20, 2003 among Foothill
Capital Corporation, Silver Point Capital, L.P. and
Kohlberg Management IV, L.L.C.
*(b)(2) Equity Commitment Letter, dated May 8, 2003, from
Kohlberg Management IV, L.L.C. to the Company.
*(d)(1) Agreement and Plan of Merger dated as of June 12, 2003
among Parent, the Purchaser and the Company.
*(d)(2) Lock-up Agreement dated as of June 12, 2003 by and among
the Company, Parent, Fleet National Bank, as
Administrative Agent (the "Agent") and the lenders (the
"Lenders") party to the Second Amended and Restated
Credit Agreement dated as of April 15, 2003, by and among
the Company, as borrower, the Agent and the Lenders.
*(d)(3) Form of Subordinated Notes Undertaking, dated as of
April 29 and May 7, 2003, among the Company and each of
Ionian Nominees Limited, Securities Management Trust,
Vasiliou & Co. Inc., Credit Suisse First Boston Equities
Nominees Limited, Merrill Lynch, Maldon Electric
Securities Limited, EAP Securities Limited and New
Centurion Trust Limited.
*(d)(4) Form of Preference Shares Undertaking, dated as of June
12, 2003, among the Company, Wace Group Limited and each
of Aberdeen Asset Managers Ltd, New Star Asset Management
Limited and INVESCO Asset Management Limited.
*(d)(5) Preference Shares Undertaking, dated as of June 12, 2003,
among the Company, Wace Group Limited and Applied
Graphics Technologies (UK) Limited.
*(d)(6) Confidentiality Agreement dated March 20, 2003 between
the Company and Kohlberg Management IV, L.L.C.
*(d)(7) Tender Agreement dated June 12, 2003 among Parent, the
Purchaser and Applied Printing Technologies, L.P.
*(d)(8) Form of Tender Agreement dated June 12, 2003 among
Parent, the Purchaser and each of the Lenders.
*(d)(9) Form of Tender Agreement dated June 12, 2003 among
Parent, the Purchaser and each of Fred Drasner, Martin
Krall, Joseph Vecchiolla, David Parker and Marne
Obernauer, Jr.
(g) None.
(h) None.
*Previously Filed